EXHIBIT 10.22
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AMENDED AND RESTATED Confidential Treatment
-------------------- Requested under 17
MASTER SERVICES AGREEMENT C.F.R. (S)(S) 200.80(b)(4)
------------------------- 200.83 and 230.406
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THIS AMENDED AND RESTATED MASTER SERVICES AGREEMENT ("Agreement"), dated as
of the ____ day of October, 1999 (the "Effective Date"), is made by and between
TeleCorp Communications, Inc., a Delaware corporation and its operating
affiliates ("TeleCorp") and Wireless Facilities, Inc., a Delaware corporation
and its operating affiliates ("WFI"). TeleCorp and WFI are each sometimes
referred to herein as a "Party," and collectively as the "Parties."
WHEREAS, the Parties' legal predecessors entered into a Master Services
Agreement dated February 27, 1998 (the "Original Agreement"), as amended by the
Revised and Restated First Amendment to the Master Services Agreement dated May
21, 1999 (as amended, the "Amended Original Agreement"), pursuant to which
TeleCorp engaged WFI to perform various engineering and site development
services in connection with TeleCorp's development of its PCS system in various
locations in the United States and [***]; and
WHEREAS, the text of Original Agreement described the specific nature
of the services to be performed by WFI and set forth the pricing for each type
of services; and
WHEREAS, over the course of their relationship the Parties agreed upon
numerous additions and modifications to the nature, locations and pricing of the
services described in the Original Agreement, and therefore amended the Original
Agreement to include such additions and modifications, resulting in the Amended
Original Agreement; and
WHEREAS, to clarify the terms of the Amended Original Agreement and to
provide a more efficient mechanism by which TeleCorp may issue further
assignments to WFI, the Parties desire to amend and restate the Amended Original
Agreement in its entirety.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Parties do hereby amend and restate the Original Agreement
in its entirety, effective as of the Effective Date, as follows:
EXPLANATORY STATEMENT
TeleCorp desires to engage WFI ("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 in Work Orders attached hereto. As of the
Effective Date, TeleCorp may assign to WFI additional Services by means of fully
executed Work Orders issued from time to time, substantially in the form of
Schedule F attached hereto. TeleCorp and WFI therefore, in consideration of the
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mutual promises and covenants contained herein, agree as follows:
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CONFIDENTIAL TREATMENT REQUEST(ED)
I. TRADING AREAS AFFECTED; COMMITMENT; TELECORP'S
ACQUISITION OF LICENSES
TeleCorp is the license-holder for the FCC "A", "B", "D" and "F" Block
licenses (collectively, the "Initial Frequency Blocks") and the FCC "C" Block
licenses for the Major Trading Areas and Basic Trading Areas listed on Schedule
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C attached hereto.
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II. 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. WFI 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 WFI's project managers shall provide
Services hereunder and over any employee of WFI currently rendering services for
TeleCorp. TeleCorp shall have the right to request, in writing and upon five (5)
days' notice to WFI, that a particular employee of WFI perform no further work
in connection with this Agreement. WFI agrees that it will immediately honor any
such request made by TeleCorp.
C. INDEPENDENT CONTRACTORS
WFI shall act as a manager in its capacity as a general contractor.
Without relieving WFI of any of its obligations hereunder, WFI may engage
independent contractors to perform any of the construction Services. WFI shall
be responsible, but subject to TeleCorp's approval, for selecting the non-WFI
persons, contractors, subcontractors, and agents to perform the construction
Services to be performed or managed by WFI hereunder. In the event that WFI does
retain independent contractors to perform Services, WFI shall be responsible for
selecting, contracting, and paying such independent contractors, and WFI 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-WFI persons and to approve the terms and conditions of any
contract therewith entered into by WFI. All such independent contractors shall
provide, to TeleCorp's satisfaction, appropriate licenses and insurance.
D. CONTRACTS WITH AFFILIATES
WFI may contract with any affiliate of WFI to provide goods or
services beyond those which its employees would perform, it if deems the same to
be necessary or advisable for
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construction of the Sites. All such contracts shall be subject to prior written
approval by TeleCorp in its sole discretion.
III. REQUIRED SERVICES
Reference is made to the individual, sequentially numbered Work Orders,
each of which is attached to this Agreement and made a part hereof.
IV. PAYMENT
A. PAYMENTS TO CONTRACTORS
WFI shall be responsible for making all payments due to contractors
and subcontractors selected by, or contracted with, WFI to perform services and
to provide materials at the Sites in connection with Services rendered
hereunder. TeleCorp may advise WFI in writing that TeleCorp will pay them
directly. WFI shall present copies of all such invoices relating to
construction of the Sites that WFI has paid to TeleCorp, and TeleCorp shall then
provide WFI reimbursement of such disbursements plus [***]% of such
disbursements within thirty (30) days of TeleCorp's receipt of said invoices
from WFI. Notwithstanding the foregoing, if such disbursements and fees remain
unreimbursed to WFI after thirty (30) days of receipt by TeleCorp, the following
procedures shall apply:
1. WFI shall notify TeleCorp's Controller in writing that such
disbursements and fees are more than thirty (30) days overdue;
2. If such disbursements and fees remain overdue for a total of
forty-five (45) days after receipt by TeleCorp, WFI shall notify
TeleCorp's Senior Vice President of Finance in writing; and
3. Provided that such outstanding undisputed fees and disbursements
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are in excess of [***] Dollars ($[***]) and have been outstanding
for a period of [***] days after receipt by TeleCorp, then, for
the duration of the initial term and any renewal terms of this
Agreement, TeleCorp shall reimburse WFI for any and all such
disbursements plus [***] percent ([***]%) of such disbursements
within thirty (30) days of TeleCorp's receipt of said invoices
from WFI.
WFI shall furnish evidence satisfactory to TeleCorp that all labor
furnished and material consumed by WFI during the invoice period have 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 WFI furnishes such
evidence.
TeleCorp retains the right to directly dispute any material default
under any agreement between WFI and any materials or service provider to the
extent such agreement authorizes WFI to so dispute, provided that TeleCorp shall
provide written notice to WFI of TeleCorp's election to dispute. Upon notice of
TeleCorp's election to dispute, WFI shall cease all payments to the disputed
services or materials provider until such time as TeleCorp authorizes WFI to
resume payment schedule. Nothing in this Section IV.A. shall relieve TeleCorp
of its obligations to make reimbursement payments to WFI under this Section IV,
provided that TeleCorp may suspend such reimbursement payments for all invoices
paid by WFI following a stop payment/dispute notice from TeleCorp. If TeleCorp
disputes the amount of expenses of fees
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* Confidential treatment requested
claimed by WFI, then as between WFI and TeleCorp, such dispute shall be resolved
in accordance with Section X.
WFI shall pay all taxes, duties, and assessments of every nature due
in connection with the Services, and shall invoice TeleCorp for said taxes on a
reimbursable basis. WFI 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. PARTIAL PAYMENTS FOR SITE WITHDRAWAL AND REDESIGN
1. Withdrawal. In the event TeleCorp elects to withdraw a Search
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Ring assigned to WFI for Site Acquisition Services (as defined in
an applicable Work Order), TeleCorp shall give WFI notice of such
withdrawal, and shall pay WFI [***]% 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 Search Ring as of the date of TeleCorp's withdrawal notice.
In the event TeleCorp elects to withdraw a CMS Site, TeleCorp
shall give WFI notice of such withdrawal, and shall pay WFI [***]%
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; provided that TeleCorp shall not be penalized
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for withdrawing a Search Ring or CMS Site if TeleCorp transfers
such Search Ring or CMS Site to a third party tower management
company with whom WFI has contracted to perform site development
services with respect to that Search Ring or CMS Site. In this
Agreement, a Search Ring is defined as a small geographic areas
within which a PCS cell site or transmission tower shall be
located, based on the network grid's RF design, a Site is defined
as a possible location on which a PCS cell site or transmission
tower could be located within each Search Ring, and a CMS Site is
defined as a Site for which WFI has commenced to perform
Construction Management Services.
2. Search Rings Design. In the event that TeleCorp redesigns a
Search Ring beyond [***] miles of an ur ban or suburban Site or
[***] miles of a rural Site, rendering unnecessary such Site that
it had previously approved and for which WFI has begun but not yet
completed all Site Acquisition Services, then TeleCorp shall pay
WFI [***]% for all Site Acquisition Services completed at the time
that the notice of redesign is received by WFI. For all Site
Acquisition Services rendered for the redesigned search ring
TeleCorp shall pay WFI an additional [***]% of the milestone
installments due for all milestone installments previously
performed and [***]% of all milestone installments to be performed
for the first time.
C. TIMING OF PAYMENT
All invoices shall be sent to TeleCorp's mailing address and marked:
Attn: Accounts Payable. WFI 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 or 133818604 and the correct code
per line item invoiced. These codes have been provided to WFI by TeleCorp.
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D. PAYMENT DISPUTES
If TeleCorp disputes the amount of expenses or fees claimed by WFI,
TeleCorp shall notify WFI 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 WFI may request arbitration pursuant to Section X of
the Agreement.
E. LIABILITIES
WFI 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; WORK ORDERS
Payment shall be due WFI from TeleCorp under the provisions of this
Section with respect to all Services performed by WFI for TeleCorp; unless a
Work Order specifies otherwise, in which case the provisions of the Work Order
shall apply to the Services provided under that Work Order, provided, however,
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that any such Work Order must be approved in writing by the Chief Financial
Officer or General Counsel of TeleCorp.
G. INTEREST
All fees and reimbursable expenses due under this Agreement which
shall remain unpaid for a period of greater than [***] days 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's initial term shall expire on January 1, 2001, unless
renewed by both Parties in writing prior to the expiration date.
B. TERMINATION WITHOUT CAUSE
TeleCorp may terminate this Agreement or the provision of any Service
by WFI hereunder upon sixty (60) days prior written notice for any reason or no
reason.
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 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
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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 [***] days of receiving such notice.
Notwithstanding anything herein that may appear to be to the
contrary, the Parties expressly acknowledge and understand that,
if TeleCorp is in breach of its obligations to respond to WFI
within the time periods set forth in any applicable Work Order for
any Service, then TeleCorp may not exercise its right to terminate
such Service for cause under this Section V.C.1.
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 (if for cause) for what cause. A notice of
termination duly sent shall be effective on the date sent by
overnight courier.
3. Upon any termination of this Agreement, WFI shall use its best
efforts to assign any subcontracts relating to the Services to
TeleCorp.
VI. INSURANCE
A. WFI'S REQUIRED INSURANCE
WFI 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
$1,000,000 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. WFI agrees to
maintain such coverage in effect without interruption on an annual
basis for so long as this Agreement is in effect. TeleCorp
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shall be included as an additional insured on WFI's Commercial
General Liability insurance. WFI agrees to obtain such insurance
from nationally recognized carriers at commercially reasonably
rates. WFI's obligations under this Agreement, including its
indemnification obligations under Section XI A., will not be
affected by WFI's obtaining or failure to obtain any insurance
coverage required under this Section VI.
6. WFI 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.
B. WFI'S REPRESENTATIONS, WARRANTIES, AND COVENANTS
1. WFI 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 and
Commonwealths: Virginia, Louisiana, Texas, Missouri, Illinois,
Arkansas, Indiana, Kentucky, Tennessee, Maine, Massachusetts, New
Hampshire and Puerto Rico.
2. WFI warrants its 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. If,
during the [***] period following the completion of any of the
Services, TeleCorp observes that the Services or a portion of the
Services were incompletely or incorrectly performed and notifies
WFI of the same within that period, WFI shall promptly complete or
correct such Services without cost or expense to TeleCorp.
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3. WFI shall comply with all local, municipal, state, federal, and
governmental laws, orders, codes, and regulations applicable to
WFI's provision of Services. WFI 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 WFI [***]
and taking into [***]. WFI shall [***] to [***]. TeleCorp shall
[***]. If at any time during the term of this Agreement, [***].
C. TELECORP'S REPRESENTATIONS, WARRANTIES AND COVENANTS
1. TeleCorp represents and warrants that all information which it
shall provide to WFI in connection with WFI'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 WFI reasonably requests in writing, not
otherwise freely available to WFI, deemed necessary or desirable
by WFI in the course of its provision of the Services, including,
but not limited to, information, review and approval to be
supplied in connection with the zoning, permitting or construction
process. WFI may rely on TeleCorp's Market Implementation Manager
or his designee for such information, review and approval.
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 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. WFI agrees
not to disclose any of
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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 WFI;
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
WFI 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"). WFI hereby assigns to
TeleCorp all of WFI's right title and interest in Work Product, including
without limitation all engineering or architectural drawings and specifications
developed by WFI 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 WFI in connection with the Site
Development Services, are the sole property of TeleCorp, and WFI hereby fully
and forever assigns same to TeleCorp.
Whenever requested, WFI 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 WFI'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.
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In addition, all materials that WFI develops and delivers to TeleCorp
pursuant to this Agreement shall become the sole and exclusive property of
TeleCorp without limitation. WFI 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
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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 WFI 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 WFI.
C. ASSIGNMENT OF PERSONAL PROPERTY AND WARRANTIES
1. WFI shall have granted, sold, assigned, transferred, conveyed, and
delivered and does by these presents grant, sell, assign,
transfer, convey and deliver unto TeleCorp, all of WFI's rights,
titles, and interests in and to that described Personal Property
and Warranties (as defined below) located in, affixed to, and/or
arising or used in connection with each of the Sites assigned to
WFI pursuant to a Work Order issued hereunder (collectively, the
"Assignment"); but such Assignment shall become effective with
respect to each Site only after each of the following conditions
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has been met for that Site: (i) WFI has completed all Site
Acquisition, Program Management and Construction Management
Services; (ii) TeleCorp has communicated to WFI TeleCorp's final
acceptance of such Services; (iii) TeleCorp has paid WFI in full
for all Milestones for Site Acquisition, Program Management and
Construction Management Services, pursuant to the provisions of
the applicable Work Orders; and (iv) TeleCorp has reimbursed WFI
for all Per Site Advances and any other reimbursable expenses,
together with all associated pass-through fees as described in the
Agreement and/or applicable Work Orders.
2. For purposes of this Section IX. C., "Personal Property" means all
fixtures, equipment, machinery, building materials, furniture,
furnishings, and other personal property owned by WFI, and located
on, attached to, or used in connection with the operation and
maintenance of each Site; and "Warranties" means any and all
warranties and guaranties relating to the Personal Property or any
portion thereof.
3. WFI hereby represents and warrants to TeleCorp that WFI is the
absolute owner of said Personal Property with respect to a
particular Site as of the effective date of the Assignment with
respect to that Site, that said Personal Property is free and
clear of all liens, charges and encumbrances, and that WFI has
full right, power and authority to sell and assign said Personal
Property to TeleCorp.
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4. TeleCorp hereby assumes and agrees to perform any and all of the
obligations of WFI with respect to the Personal Property and
Warranties herein assigned arising from and after the effective
date of the Assignment with respect to a particular Site. This
Assignment does not in any way release WFI from performing its
obligations with respect to the Personal Property and Warranties
herein assigned arising prior to the effective date of the
Assignment with respect to a particular Site.
5. WFI hereby agrees to indemnify, defend and save TeleCorp harmless
from and against any claim, loss, cost (including without
limitation, reasonable attorneys' fees) or damage (collectively,
"Claims"), to the extent that such Claims were not caused by the
acts or omissions of TeleCorp, its employees, officers or agents,
arising prior to the effective date of the Assignment with respect
to a particular Site in connection with the Personal Property and
Warranties assigned.
X. DISPUTE RESOLUTION
A. ARBITRATION PROCEDURE
If the Parties 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 Arbitrator may also attempt to mediate the
dispute between the Parties if requested to do so by both Parties.
The Parties 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
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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 WFI not be paid in timely fashion for any Service not disputed
and not subject to arbitration proceedings, WFI 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 WFI, its affiliates,
directors, officers, shareholders, agents, and employees thereof
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 incurred by WFI 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.
2. WFI shall indemnify and hold harmless the Party and its
affiliates, and the directors, officers, shareholders, agents,
and employees thereof (collectively "Indemnitees") 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 WFI,
Page 12 of 90
its affiliates, or subcontractors, or which were released into
any TeleCorp facility through the negligence or willful
misconduct of WFI, its affiliates, or subcontractors; or
e. any liability arising from WFI's failure to pay WFI's
vendors or suppliers all sums properly due such parties.
2. Upon request of TeleCorp, WFI 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. WFI 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 WFI 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.
B. ASSIGNMENT
Assignment to Third Parties. TeleCorp may freely assign its rights
and obligations hereunder. Except for a transfer to an operating affiliate of
Wireless Facilities, Inc., or as specifically permitted herein, WFI 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 or Construction Management Services
requires the purchase of equipment or materials or the procurement of services,
WFI 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. WFI'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. WFI shall
not purchase equipment or materials or procure services without advance written
approval from TeleCorp of such purchases or procurements.
D. PERMITS
WFI shall (without additional compensation) keep current all
governmental permits, certificates, and licenses (including professional
licenses) required by law to be in WFI's name necessary to perform the Services.
E. PUBLICITY
WFI shall not make news releases or issue other advertising pertaining
to the Services or this Agreement without prior written approval of TeleCorp.
Page 13 of 90
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 may
designate):
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, Xxxxxxxx 00000 Xxx Xxxxx, XX 00000
Attn: General Counsel and Attn: President and Vice President,
Vice President, Engineering Fixed Network Engineering
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.
Page 14 of 90
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.
O. 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 WFI to provide services other than the
types of those provided for in this Agreement, then, at such time, the Parties
shall execute additional Work Orders 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 in existing Work
Orders. In the event 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.
Page 15 of 90
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.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the
Effective Date.
TELECORP COMMUNICATIONS, INC. WIRELESS FACILITIES, INC.
Name: /s/ Xxxxxx X. Xxxxxxxx Name: /s/ Xxxxxx X. Xxxxxx
-------------------------- ------------------------
Xxxxxx X. Xxxxxxxx
Title: President Title: President
------------------------- -----------------------
Date: 10/12/99 Date: 10/6/99
-------------------------- ------------------------
Page 16 of 90
Schedule A
----------
Assignment of Search Rings
Market Date Issued Search Ring Number Site Name
[***]
[***] 10/20/97 LTR001 [***]
[***] 10/20/97 LTR002 [***]
[***] 10/20/97 LTR003 [***]
[***] 10/20/97 LTR004 [***]
[***] 10/20/97 LTR005 [***]
[***] 11/19/97 LTR006 [***]
[***] 10/20/97 LTR007 [***]
[***] 10/20/97 LTR008 [***]
[***] 10/20/97 LTR009 [***]
[***] 10/20/97 LTR010 [***]
[***] 11/20/97 LTR011 [***]
[***] 10/20/97 LTR012 [***]
[***] 10/20/97 LTR013 [***]
[***] 10/20/97 LTR014 [***]
[***] 11/20/97 LTR015 [***]
[***] 10/19/97 LTR018 [***]
[***] 10/20/97 LTR019 [***]
[***] 10/20/97 LTR020 [***]
[***] 11/20/97 LTR021 [***]
[***] 10/20/97 LTR022 [***]
[***] 11/20/97 LTR023 [***]
[***] 2/2/98 LTR024 [***]
[***] 11/19/97 LTR025 [***]
[***] 11/19/97 LTR026 [***]
[***] 11/20/97 LTR027 [***]
[***] 11/19/97 LTR028 [***]
[***] 10/20/97 LTR029 [***]
[***] 11/20/97 LTR030 [***]
[***] 11/19/97 LTR031 [***]
[***] 11/19/97 LTR032 [***]
[***] 11/19/97 LTR033 [***]
[***] 11/20/97 LTR034 [***]
[***] 11/20/97 LTR035 [***]
[***] 11/19/97 LTR036 [***]
[***] 10/20/97 LTR037 [***]
[***] 11/19/97 LTR038 [***]
[***] 11/19/97 LTR039 [***]
[***] 11/19/97 LTR041 [***]
[***] 1/21/98 LTR042 [***]
[***] 11/19/97 LTR043 [***]
Page 17 of 90
* Confidential treatment requested
Market Date Issued Search Ring Number Site Name
[***] 11/19/97 LTR044 [***]
[***] 11/19/97 LTR045 [***]
[***] 11/19/97 LTR046 [***]
[***] 11/20/97 LTR047 [***]
[***] 11/19/97 LTR048 [***]
[***] 11/19/97 LTR049 [***]
[***] 11/19/97 LTR050 [***]
[***] 11/19/97 LTR051 [***]
[***] 10/20/97 LTR052 [***]
[***] 11/19/97 LTR053 [***]
[***] 11/19/97 LTR055 [***]
[***] 11/20/97 LTR056 [***]
[***] 11/20/97 LTR057 [***]
[***] 11/20/97 LTR058 [***]
[***] 11/20/97 LTR059 [***]
[***] 11/19/97 LTR060 [***]
[***] 11/19/97 LTR063 [***]
[***] 11/20/97 LTR065 [***]
[***] 11/20/97 LTR070 [***]
[***] 11/20/97 LTR071 [***]
[***] 11/20/97 LTR072 [***]
[***] 11/19/97 LTR073 [***]
[***] 11/19/97 LTR074 [***]
[***] 2/2/98 LTR075 [***]
[***] 2/2/98 LTR076 [***]
[***] 2/2/98 LTR077 [***]
[***] 11/19/97 LTR090 [***]
[***] 11/19/97 LTR091 [***]
[***] 11/19/97 LTR092 [***]
[***] 11/19/97 LTR093 [***]
[***] 11/25/97 LTR100 [***]
[***] 11/25/97 LTR101 [***]
[***] 11/25/97 LTR102 [***]
[***] 11/25/97 LTR103 [***]
[***] 11/25/97 LTR104 [***]
[***] 11/25/97 LTR105 [***]
[***] 11/25/97 LTR106 [***]
[***] 11/25/97 LTR107 [***]
[***] 2/2/98 LTR108 [***]
[***] 2/2/98 LTR109 [***]
Page 18 of 90
*Confidential treatment requested
Market Date Issued Search Ring Number Site Name
[***] 11/25/97 LTR140 [***]
[***] 11/25/97 LTR142 [***]
[***] 11/25/97 LTR143 [***]
[***] 11/25/97 LTR144 [***]
[***] 11/25/97 LTR145 [***]
[***] 11/25/97 LTR146 [***]
[***] 11/25/97 LTR147 [***]
[***] 11/25/97 LTR148 [***]
[***] 11/25/97 LTR149 [***]
[***] 11/25/97 LTR150 [***]
[***] 11/25/97 LTR151 [***]
[***] 11/25/97 LTR152 [***]
[***] 11/25/97 LTR153 [***]
[***] 11/25/97 LTR154 [***]
[***] 2/3/98 LTR155 [***]
[***] 2/3/98 LTR156 [***]
[***] 11/20/97 LTR200 [***]
[***] 11/20/97 LTR215 [***]
[***] 11/20/97 LTR216 [***]
[***] 11/20/97 LTR217 [***]
[***] 11/20/97 LTR218 [***]
[***] 11/20/97 LTR219 [***]
[***] 11/25/97 LTR252 [***]
[***] 11/20/97 LTR270 [***]
[***] 11/20/97 LTR271 [***]
[***] 11/19/97 LTR272 [***]
[***] 2/4/98 LTR280 [***]
[***] 2/4/98 LTR285 [***]
[***] 10/21/97 MEM001 [***]
[***] 10/21/97 MEM002 [***]
[***] 10/21/97 MEM003 [***]
[***] 11/20/97 MEM004 [***]
[***] 11/20/97 MEM005 [***]
[***] 10/21/97 MEM006 [***]
[***] 10/21/97 MEM007 [***]
[***] 10/21/97 MEM008 [***]
[***] 12/10/97 MEM009 [***]
[***] 11/21/97 MEM010 [***]
[***] 11/21/97 MEM011 [***]
[***] 11/21/97 MEM012 [***]
[***] 11/20/97 MEM013 [***]
Page 19 of 90
*Confidential treatment requested
Market Date Issued Search Ring Number Site Name
[***] 10/21/97 MEM014 [***]
[***] 10/15/97 MEM015 [***]
[***] 10/15/97 MEM016 [***]
[***] 10/21/97 MEM017 [***]
[***] 12/10/97 MEM018 [***]
[***] 11/20/97 MEM019 [***]
[***] 10/21/97 MEM020 [***]
[***] 11/21/97 MEM021 [***]
[***] 11/20/97 MEM022 [***]
[***] 10/21/97 MEM023 [***]
[***] 10/21/97 MEM024 [***]
[***] 10/21/97 MEM025 [***]
[***] 11/20/97 MEM026 [***]
[***] 10/21/97 MEM027 [***]
[***] 11/20/97 MEM028 [***]
[***] 11/20/97 MEM029 [***]
[***] 10/21/97 MEM030 [***]
[***] 12/10/97 MEM031 [***]
[***] 11/20/97 MEM032 [***]
[***] 11/20/97 MEM033 [***]
[***] 10/21/97 MEM034 [***]
[***] 10/21/97 MEM035 [***]
[***] 10/15/97 MEM036 [***]
[***] 10/21/97 MEM037 [***]
[***] 11/25/97 MEM038 [***]
[***] 12/4/97 MEM-039 [***]
[***] 11/20/97 MEM-040 [***]
[***] 10/21/97 MEM041 [***]
[***] 11/20/97 MEM042 [***]
[***] 11/20/97 MEM043 [***]
[***] 1/21/97 MEM044 [***]
[***] 11/21/97 MEMF45 [***]
[***] 11/20/97 MEM046 [***]
[***] 1-/20/97 MEM047 [***]
[***] 11/20/97 MEMO48 [***]
[***] 10/21/97 MEM049 [***]
[***] 11/20/97 MEM050 [***]
[***] 11/21/97 MEM051 [***]
[***] 11/21/97 MEM052 [***]
[***] 11/20/97 MEM053 [***]
[***] 11/21/97 MEM054 [***]
[***] 11/20/97 MEM055 [***]
[***] 10/22/97 MEM056 [***]
[***] 11/25/97 MEM057 [***]
Page 20 of 90
*Confidential treatment requested
Market Date Issued Search Ring Number Site Name
[***] 11/20/97 MEM058 [***]
[***] 11/25/97 MEM059 [***]
[***] 11/25/97 MEM060 [***]
[***] 11/25/97 MEM061 [***]
[***] 11/21/97 MEMU62 [***]
[***] 11/25/97 MEM063 [***]
[***] 11/20/97 MEM064 [***]
[***] 12/4/97 MEM065 [***]
[***] 11/20/97 MEM066 [***]
[***] 11/21/97 MEM067 [***]
[***] 11/21/97 MEM068 [***]
[***] 11/21/97 MEM069 [***]
[***] 11/21/97 MEM070 [***]
[***] 11/21/97 MEM071 [***]
[***] 11/20/97 MEM072 [***]
[***] 11/20/97 MEM073 [***]
[***] 11/20/97 MEM074 [***]
[***] 11/25/97 MEM075 [***]
[***] 11/21/97 MEM076 [***]
[***] 12/1/97 MEffO-77 [***]
[***] 12/1/97 MEM078 [***]
[***] 11/20/97 MEM079 [***]
[***] 11/21/97 MEM080 [***]
[***] 11/20/97 MEM081 [***]
[***] 11/20/97 MEMO82 [***]
[***] 12/1/97 MEM083 [***]
[***] 11/20/97 MEMO 87 [***]
[***] 12/1197 MEM088 [***]
[***] 11/25/97 NMM089 [***]
[***] 11/20/97 MEM090 [***]
[***] 12/1/97 MEM091 [***]
[***] 11/25/97 MEM092 [***]
[***] 12/1/97 MEM093 [***]
[***] 12/1/97 MEM094 [***]
[***] 12/1/97 MEM095 [***]
[***] 12/1/97 MEM096 [***]
[***] 12/1/97 MEM097 [***]
[***] 12/29/97 MEM098 [***]
[***] 12/1/97 MEM099 [***]
[***] 12/1/97 MEM100 [***]
[***] 12/1/97 MEM101 [***]
[***] 12/2/97 MEM102 [***]
[***] 12/2/97 MEM103 [***]
[***] 12/2/97 MEM104 [***]
Page 21 of 90
* Confidential treatment requested
Market Date Issued Search Ring Number Site Name
[***] 12/2/97 MEM105 [***]
[***] 12/2/97 MEM108 [***]
[***] 11/20/97 MEM109 [***]
[***] 12/2/97 MEMI 10 [***]
[***] 11/20/97 MEMI 11 [***]
[***] 12/2/97 MEM 112 [***]
[***] 11/21/97 MEM 114 [***]
[***] 12/2/97 MEM 115 [***]
[***] 12/2/97 MEM 116 [***]
[***] 12/2/97 MEM 117 [***]
[***] 12/2/97 MEM 118 [***]
[***] 12/2/97 MEM 119 [***]
[***] 12/2/97 MEM120 [***]
[***] 12/2/97 MEM121 [***]
[***] 12/2/97 MEM122 [***]
[***] 12/2/97 MEM123 [***]
[***] 12/2/97 MEM124 [***]
[***] 12/2/97 MEM125 [***]
[***] 12/2/97 MEM126 [***]
[***] 12/2/97 MEM127 [***]
[***] 12/2/97 MEM128 [***]
[***] 12/2/97 MEM129 [***]
[***] 12/2/97 MEM130 [***]
[***] 12/2/97 MEM131 [***]
[***] 12/2/97 MEM132 [***]
[***] 12/2/97 MEM133 [***]
[***] 12/2/97 MEM134 [***]
[***] 11/20/97 MEM135 [***]
[***] 11/21/97 MEM136 [***]
[***] 11/25/97 MEM137 [***]
[***] 11/25/97 MEM138 [***]
[***] 11/21/97 MEM139 [***]
[***] 11/25/97 MEM140 [***]
[***] 12/11/97 MEM141 [***]
[***] 12/11/97 MEM142 [***]
[***] 12/11/97 MEM143 [***]
[***] 12/19/97 MEM144 [***]
[***] 12/19/97 MEM145 [***]
[***] 12/19/97 MEM146 [***]
[***] 12/19/97 MEM147 [***]
[***] 12/19/97 MEM148 [***]
Page 22 of 90
* Confidential treatment requested
Market Date Issued Search Ring Number Site Name
[***] 12/19/97 MEM149 [***]
[***] 12/3/97 MEM150 [***]
[***] 12/3/97 MEM151 [***]
[***] 12/3/97 MEM152 [***]
[***] 12/3/97 MEM153 [***]
[***] 12/3/97 MEM154 [***]
[***] 12/3/97 MEM155 [***]
[***] 12/19/97 MEM156 [***]
[***] 12/19/97 MEM157 [***]
[***] 1/13/98 MEM158 [***]
[***] 1/13/98 MEM159 [***]
[***] 10/17/97 HYN001 [***]
[***] 10/17/97 HYNO02 [***]
[***] 10/17/97 HYNO03 [***]
[***] 10/17/97 HYNO04 [***]
[***] 10/17/97 YNO05 [***]
[***] 10/17/97 YNO06 [***]
[***] 10/17/97 YNO07 [***]
[***] 10/17/97 YNO08 [***]
[***] 10/17/97 YNO09 [***]
[***] 10/17/97 YN010 [***]
[***] 10/17/97 YN011 [***]
[***] 11/21/97 YNO12 [***]
[***] 10/17/97 YNO13 [***]
[***] 10/17/97 YNO15 [***]
[***] 10/17/97 YNO16 [***]
[***] 10/17/97 YNO19 [***]
[***] 10/17/97 YN020 [***]
[***] 11/21/97 YN021 [***]
[***] 11/21/97 HYN022 [***]
[***] 11/21/97 HYN02T [***]
[***] 11/21/97 HYN024 [***]
[***] 11/21/97 HYN025 [***]
[***] 11/21/97 HYN026 [***]
[***] 11/21/97 HYN027 [***]
[***] 11/21/97 HYN028 [***]
[***] 11/21/97 HYN029 [***]
[***] 11/21/97 HYN030 [***]
[***] 10/17/97 HYN101 [***]
[***] 10/17/97 HYN102 [***]
Page 23 of 90
*Confidential Treatment Requested
Market Date Issued Search Ring Number Site Name
[***] 10/17/97 HYN 103 [***]
[***] 10/17/97 FIYN104 [***]
[***] 10/17/97 HYN105 [***]
[***] 10/17/97 HYN106 [***]
[***] 10/17/97 HYN 107 [***]
[***] 10/17/97 HYN108 [***]
[***] 11/21/97 HYN 109 [***]
[***] 11/21/97 HYN110 [***]
[***] 11/20/97 HYNI I I [***]
[***] 11/20/97 HYN 112 [***]
[***] 11/20/97 HYN113 [***]
[***] 11/20/97 HYN 114 [***]
[***] 11/21/97 HYN 115 [***]
[***] 11/20/97 HYN 116 [***]
[***] 11/21/97 HYN 117 [***]
[***] 11/21/97 HYN 118 [***]
[***] 10/17/97 WOR007 [***]
[***] 10/17/97 WOR008 [***]
[***] 10/17/97 WOR009 [***]
[***] 10/17/97 WOR010 [***]
[***] 10/17/97 WOR011 [***]
[***] 10/17/97 WOR012 [***]
[***] 10/17/97 WOR013 [***]
[***] 10/17/97 WOR014 [***]
[***] 10/17/97 WOR016 [***]
[***] 10/17/97 WOR017 [***]
[***] 10/17/97 WOR018 [***]
[***] 10/17/97 WOR019 [***]
[***] 10/17/97 WOR026 [***]
[***] 10/17/97 WOR027 [***]
[***] 10/17/97 WOR117 [***]
[***] 10/17/97 WOR118 [***]
[***] 10/17/97 WOR119 [***]
[***] 10/17/97 WOR120 [***]
[***] 10/17/97 WOR130 [***]
[***] 10/17/97 WOR143 [***]
[***] 10/17/97 WOR145 [***]
[***] 10/17/97 WOR146 [***]
[***] 10/17/97 WOR148 [***]
[***] 10/17/97 WOR156 [***]
[***] 10/17/97 WOR163 [***]
[***] 10/17/97 WOR164 [***]
Page 24 of 90
*Confidential Treatment Requested
Market Date Issued Search Ring Number Site Name
[***] 10/17/97 WOR186 [***]
[***] 10/17/97 WOR187 [***]
[***] 12/18/97 WOR188 [***]
[***] 10/17/97 WOR191 [***]
[***] 12/18/97 WOR192 [***]
[***] 10/17/97 WOR193 [***]
[***] 10/17/97 WOR194 [***]
[***] 10/17/97 WOR195 [***]
[***] 10/17/97 WOR196 [***]
[***] 10/17/97 WOR197 [***]
[***] 11/21/97 NAS001 [***]
[***] 11/21/97 NAS002 [***]
[***] 11/21/97 NAS003 [***]
[***] 11/21/97 NAS004 [***]
[***] 11/21/97 NAS005 [***]
[***] 11/21/97 NAS006 [***]
[***] 11/21/97 NAS007 [***]
[***] 11/21/97 NAS009 [***]
[***] 11/21/97 NAS013 [***]
[***] 11/21/97 NAS014 [***]
[***] 11/21/97 NAS021 [***]
[***] 11/21/97 NAS022 [***]
[***] 11/21/97 NAS023 [***]
[***] 11/21/97 NAS024 [***]
[***] 11/21/97 NAS025 [***]
[***] 11/21/97 NAS026 [***]
[***] 11/21/97 NAS027 [***]
[***] 11/21/97 NAS028 [***]
[***] 11/21/97 NAS029 [***]
[***] 11/21/97 NAS030 [***]
[***] 11/21/97 NAS031 [***]
[***] 11/21/97 NAS042 [***]
[***] 11/21/97 NAS047 [***]
[***] 11/21/97 NAS051 [***]
[***] 11/21/97 NAS052 [***]
[***] 11/21/97 NAS056 [***]
[***] 11/21/97 NAS057 [***]
[***] 11/21/97 NAS058 [***]
[***] 11/21/97 NAS059 [***]
[***] 11/21/97 NAS061 [***]
[***] 11/21/97 NAS062 [***]
[***] 11/21/97 NAS063 [***]
Page 25 of 90
*Confidential Treatment Requested
Market Date Issued Search Ring Number Site Name
[***] 11/21/97 NAS064 [***]
[***] 11/21/97 NAS071 [***]
[***] 11/21/97 NAS073 [***]
[***] 11/21/97 NAS074 [***]
[***] 11/21/97 NAS076 [***]
[***] 11/21/97 NAS081 [***]
[***] 11/21/97 NAS082 [***]
[***] 11/21/97 NAS084 [***]
[***] 11/21/97 NAS101 [***]
[***] 11/21/97 NAS 102 [***]
[***] 11/21/97 NAS 103 [***]
[***] 11/21/97 NAS 105 [***]
[***] 11/21/97 NAS 107 [***]
[***] 11/21/97 NAS108 [***]
[***] 11/21/97 NAS109 [***]
[***] 11/21/97 NAS110 [***]
[***] 11/21/97 NAS111 [***]
[***] 11/21/97 NAS 112 [***]
[***] 11/21/97 NAS 113 [***]
[***] 11/21/97 NAS 114 [***]
[***] 12/18/97 NAS 115 [***]
[***] 12/18/97 NAS120 [***]
[***] 11/21/97 NAS121 [***]
[***] 11/21/97 NAS122 [***]
[***] 11/21/97 NAS123 [***]
[***] 11/21/97 NAS124 [***]
[***] 11/21/97 NAS141 [***]
[***] 11/21/97 NAS142 [***]
[***] 11/21/97 NAS 143 [***]
[***] 11/21/97 NAS 144 [***]
[***] 11/21/97 NAS146 [***]
[***] 11/21/97 NAS 147 [***]
[***] 11/21/97 NAS148 [***]
[***] 11/21/97 NAS149 [***]
[***] 11/21/97 NAS150 [***]
[***] 11/21/97 NAS151 [***]
[***] 11/21/97 NAS152 [***]
[***] 11/21/97 NAS 153 [***]
[***] 11/21/97 NAS154 [***]
[***] 11/21/97 NAS171 [***]
[***] 11/21/97 NAS 172 [***]
[***] 11/21/97 NAS 173 [***]
Page 26 of 90
*Confidential Treatment Requested
Market Date Issued Search Ring Number Site Name
[***] 11/21/97 NAS 181 [***]
[***] 11/21/97 NAS 182 [***]
[***] 11/21/97 NAS183 [***]
[***] 11/21/97 NAS 184 [***]
[***] 11/21/97 NAS 199 [***]
[***] 10/20/97 BRG061 [***]
[***] 10/20/97 BRG062 [***]
[***] 11/21/97 BRG063 [***]
[***] 11/21/97 BRG064 [***]
[***] 10/20/97 BRG065 [***]
[***] 10/20/97 BRG066 [***]
[***] 11/21/97 BRG067 [***]
[***] 10/20/97 BRG068 [***]
[***] 12/1/97 BRG069 [***]
[***] 11/21/97 BRG070 [***]
[***] 12/1/97 BRG072 [***]
[***] 10/20/97 BRG073 [***]
[***] 10/20/97 BRG074 [***]
[***] 10/20197 BRG075 [***]
[***] 12/1/97 BRG076 [***]
[***] 12/1/97 BRG077 [***]
[***] 11/21/97 BRG079 [***]
[***] 11/21/97 BRG117 [***]
[***] 11/21/97 BRG118 [***]
[***] 11/21/97 BRG136 [***]
[***] 11/21/97 BRG137 [***]
[***] 11/20/97 BRG138 [***]
[***] 12/1/97 BRG139 [***]
[***] 10/20/97 BRG140 [***]
[***] 10/20/97 BRG141 [***]
[***] 10/20/97 BRG142 [***]
[***] 10/20/97 BRG143 [***]
[***] 10/20/9 BRG144 [***]
[***] 11/21/97 BRG145 [***]
[***] 11/21/97 BRG146 [***]
[***] 11/21/97 BRG147 [***]
[***] 11/21/97 BRG148 [***]
[***] 10/20/97 BRG149 [***]
[***] 11/21/97 BRG150 [***]
[***] 11/21/97 BRG151 [***]
Page 27 of 90
*Confidential Treatment Requested
Market Date Issued Search Ring Number Site Name
[***] 11/21/97 BRG153 [***]
[***] 11/21/97 BRG154 [***]
[***] 11/21/97 BRG155 [***]
[***] 12/1/97 BRG157 [***]
[***] 11/21/97 BRG158 [***]
[***] 12/1/97 BRG181 [***]
[***] 12/1/97 BRG205 [***]
[***] 12/1/97 BRG206 [***]
[***] 10/20/97 HMA051 [***]
[***] 10/20/97 HMA052 [***]
[***] 10/20/97 HMA053 [***]
[***] 10/20/97 HMA120 [***]
[***] 10/20/97 HMA121 [***]
[***] 10/20/97 HMA122 [***]
[***] 10/20/97 HMA127 [***]
[***] 10/20/97 HMA128 [***]
[***] 11/21/97 HMA186 [***]
[***] 11/21/97 LAF082 [***]
[***] 11/21/97 LAF083 [***]
[***] 11/21/97 LAF085 [***]
[***] 11/21/97 LAF086 [***]
[***] 11/21/97 LAF087 [***]
[***] 11/21/97 LAF088 [***]
[***] 11/21/97 LAF089 [***]
[***] 11/21/97 LAF090 [***]
[***] 11/21/97 LAF091 [***]
[***] 11/21/97 LAF163 [***]
[***] 11/21/97 LAF164 [***]
[***] 11/21/97 LAF165 [***]
[***] 11/21/97 LAF169 [***]
[***] 11/21/97 LAF172 [***]
[***] 11/21/97 LAF173 [***]
[***] 11/21/97 LAF174 [***]
[***] 10/20/97 NOR001 [***]
[***] 10/20/97 NOR002 [***]
[***] 10/20/97 NOR003 [***]
[***] 10/20/97 NOR004 [***]
[***] 10/20/97 NOR005 [***]
[***] 10/20/97 NOR006 [***]
[***] 10/20/97 NOR007 [***]
[***] 11/24/97 NOR008 [***]
[***] 12/1/97 NOR009 [***]
[***] 12/1/97 NOR010 [***]
[***] 10/20/97 NOR011 [***]
Page 28 of 90
*Confidential Treatment Requested
SCHEDULE B
----------
TO THE
AMENDED AND REVISED MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
WIRELESS FACILITIES, INC.
[INTENTIONALLY DELETED]
Page 29 of 90
SCHEDULE C
----------
TO THE
AMENDED AND REVISED MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
WIRELESS FACILITIES, INC.
Initial Frequency Blocks
------------------------
MTA BTA
NUMBER MTA NAME NUMBER BTA NAME
----------------------------------------------- -----------------------------------------------
[***] [***] [***] [***]
----------------------------------------------- -----------------------------------------------
[***] [***] [***] [***]
----------------------------------------------- -----------------------------------------------
[***] [***] [***] [***]
----------------------------------------------- -----------------------------------------------
[***] [***] [***] [***]
----------------------------------------------- -----------------------------------------------
[***] [***]
----------------------------------------------- -----------------------------------------------
[***] [***]
----------------------------------------------- -----------------------------------------------
[***] [***]
----------------------------------------------- -----------------------------------------------
[***]MTA
---
[***] [***]
-----------------------------------------------
[***] [***]
-----------------------------------------------
[***] [***]
-----------------------------------------------
[***] [***]
-----------------------------------------------
C BLOCK
-------
BTA TELECORP MARKET
NUMBER BTA NAME NUMBER
-----------------------------------------------------------------------------------
[***] [***] 1
-----------------------------------------------------------------------------------
[***] [***] 1
-----------------------------------------------------------------------------------
[***] [***] 1
-----------------------------------------------------------------------------------
[***] [***] 2
-----------------------------------------------------------------------------------
[***] [***] 2
-----------------------------------------------------------------------------------
[***] [***] 3
-----------------------------------------------------------------------------------
[***] [***] 4
-----------------------------------------------------------------------------------
Page 30 of 90
SCHEDULE D
----------
TO THE
AMENDED AND REVISED MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
WIRELESS FACILITIES, INC.
[INTENTIONALLY DELETED]
Page 31 of 90
SCHEDULE E
-----------
Responsibility Matrix
----------------------
WFI shall be responsible for performance of 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.
14. Auditing contractor invoices.
15. Acceptance of completed construction.
16. Owner representative at site-ready inspection.
Page 32 of 90
17. Complete main feed line and antenna VSWR sweeps in compliance with
specifications.
18. After GA date, Install Vendor Provided DMAU.
SITE INSTALLATION/INTEGRATION
-----------------------------
1. Arrange for site access during cell install and testing.
Page 33 of 90
SCHEDULE F
----------
TO THE
AMENDED AND RESTATED MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
WIRELESS FACILITIES, INC.
Sample Work Order
-----------------
WORK ORDER NO.: ___
DATE: _________, 1999
You are hereby requested to provide the services set forth below ("the
Services") subject to the terms and conditions set forth herein and in
accordance with the provisions of the Amended and Restated Master Services
Agreement (the "Agreement") dated __________, 1999 by and between TeleCorp
Communications, Inc. and its operating affiliates ("Client") and Wireless
Facilities, Inc. and its affiliates ("WFI") and according to the following
terms:
1. ASSIGNMENT: The following illustrates the Services and specific tasks to
be performed by WFI:
[DESCRIPTION OF SERVICES AND TASKS - SEE ATTACHMENT A]
2. SERVICES FEES AND REIMBURSEMENT OF EXPENSES: Client shall compensate WFI
for the Services at the fixed rates per Site as set forth in Attachment B,
and shall reimburse WFI for expenses in accordance with Section IV of the
Agreement [OR in accordance with Attachment B].
3. INVOICING SCHEDULE: WFI shall invoice Client for Service Fees in
accordance with the schedule of Payment Milestones per Attachment B to this
Work Order.
4. PAYMENT OF INVOICES: All invoices shall be due and payable by Client in
accordance with the terms set forth in Section IV of the Agreement [OR as
set forth in Attachment B to this Work Order].
5. COMMENCEMENT OF SERVICES: WFI shall initiate performance of the Services
(in accordance with the Deployment Schedule) immediately upon full
execution of this Work Order.
6. MASTER SERVICES AGREEMENT: This Work Order shall be appended to the
Agreement and is incorporated therein by reference. All of the terms and
conditions of the Agreement shall apply to the provision of Services
hereunder; however, in case of conflict, the terms of this Work Order shall
govern.
TELECORP COMMUNICATIONS, INC. WIRELESS FACILITIES, INC.
By: _________________________ By: ________________________
Name: _______________________ Name: ______________________
Title: ______________________ Title: _____________________
Date:________________________ Date:_______________________
Page 34 of 90
AMENDED AND RESTATED MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
WIRELESS FACILITIES, INC.
WORK ORDER FOR SITE DEVELOPMENT SERVICES FOR FIRST PHASE PCS BUILD-OUT
----------------------------------------------------------------------
WORK ORDER NO.: 1
DATE: February 27, 1998
You are hereby requested to provide the services set forth below ("the
Services") subject to the terms and conditions set forth herein and in
accordance with the provisions of the Amended and Restated Master Services
Agreement (the "Agreement") dated __________, 1999 by and between TeleCorp
Communications, Inc. and its operating affiliates ("Client") and according to
the following terms:
1. ASSIGNMENT: The following illustrates the Services and specific tasks to
be performed by WFI:
[DESCRIPTION OF SERVICES AND TASKS - SEE ATTACHMENT A]
2. SERVICES FEES AND REIMBURSEMENT OF EXPENSES: Client shall compensate WFI
for the Services at the fixed rates per Site as set forth in Attachment B,
and shall reimburse WFI for expenses in accordance with Section IV of the
Agreement.
3. INVOICING SCHEDULE: WFI shall invoice Client for Service Fees in
accordance with the schedule of Payment Milestones per Attachment B to this
Work Order.
4. PAYMENT OF INVOICES: All invoices shall be due and payable by Client in
accordance with the terms set forth in Section IV of the Agreement.
5. COMMENCEMENT OF SERVICES: WFI shall initiate performance of the Services
(in accordance with the Project Schedule) immediately upon full execution
of this Work Order.
6. MASTER SERVICES AGREEMENT: This Work Order shall be appended to the
Agreement and is incorporated therein by reference. All of the terms and
conditions of the Agreement shall apply to the provision of Services
hereunder; however, in case of conflict, the terms of this Work Order shall
govern.
[PREVIOUSLY EXECUTED AS PART OF THE ORIGINAL AGREEMENT]
Page 35 of 90
Attachment A
------------
WORK ORDER FOR SITE DEVELOPMENT SERVICES FOR FIRST PHASE PCS BUILD-OUT
----------------------------------------------------------------------
A. SITE ACQUISITION SERVICES AND PROGRAM MANAGEMENT SERVICES - SCOPE OF WORK
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 WFI its System network grid, with the
established Search Rings overlaid thereon. TeleCorp will assign to WFI no less
than [***] Search Rings, via Schedule A attached to the Master Services
----------
Agreement, which shall be amended from time to time. At no time will the number
of Search Rings assigned to WFI on Schedule A drop below [***]. WFI shall
----------
provide the following services (all of which shall be hereinafter referred to
collectively as the "Site Acquisition Services") within the Search Rings for
TeleCorp, but WFI shall not be the exclusive provider thereof. With respect to
each Search Ring, WFI shall perform the following services:
1. Search Ring Background Workup. WFI 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;
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; and
j. Identified environmental restrictions.
2. Site Identification, Acquisition, Zoning and Permitting
a. WFI shall identify at least two possible locations on which a cell
site or transmission tower could be located (a "Site") within each
Search Ring.
Page 36 of 90
CONFIDENTIAL TREATMENT REQUEST(ED)
Each candidate Site shall be submitted to TeleCorp, which will
certify in writing to WFI 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. TeleCorp shall make such
certification within [***] business days of the Site's Submission.
b. WFI shall negotiate the purchase or lease of at least [***]
certified Site within each Search Ring. Purchase or lease terms
shall, upon completion of their negotiation by WFI, 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 [***] business days of submission to
TeleCorp by WFI.
c. As part of its Site identification efforts in a, above, WFI shall
make available to TeleCorp any Sites which it can offer on a bulk
basis or which have been screened as "friendly" Sites. WFI shall
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, WFI 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, WFI shall coordinate
a "Phase 1" or other environmental surveys for approved and
accepted Sites.
f. WFI 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, WFI shall
provide proof thereof. In connection with obtaining these
approvals and variances, WFI 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
Page 37 of 90
CONFIDENTIAL TREATMENT REQUEST(ED)
required to assure the zoning, construction, and land use of
approved and accepted Sites; and
iv. Secure all required construction permits on behalf of
TeleCorp.
3. Documentation of Site Acquisition Services. WFI 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;
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; and
f. For each of the approved and accepted Sites, copy of the
construction permits.
4. Organizational Interfaces.
a. WFI shall work at the explicit direction of TeleCorp at all times.
WFI shall designate one or more points of contact, as it deems
efficient, in order to communicate effectively with TeleCorp. WFI
shall obtain TeleCorp's explicit approval before obligating
TeleCorp financially, contractually, or otherwise.
b. WFI 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.
c. WFI 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.
Page 38 of 90
d. WFI shall work to ensure a smooth transition of site-related
activities from Site Acquisition to Construction Management.
e. WFI 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").
f. WFI 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. WFI 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 - SCOPE OF WORK
WFI 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 WFI has not
----------
provided Site Acquisition Services. All sites for which WFI will perform
Construction Management Services shall hereinafter be referred to as the "CMS
Sites." The Construction Management Services to be performed by WFI are as
follows:
1. Sites for which WFI provided Site Acquisition Services. For all
-------------------------------------------------------
approved and accepted sites for which WFI's Site Acquisition Services
have been performed, WFI 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 WFI did not provide Site Acquisition Services. For
--------------------------------------------------------------
all Sites which are not Sites for which WFI has performed Site
Acquisition Services, and provided that such sites are presented to
WFI for Construction Management Services with all of the work
completed which WFI would have performed had it been engaged by
TeleCorp to perform Site Acquisition Services, then WFI 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 WFI as WFI may reasonably request.
3. The Minimum Construction Management Services which WFI shall perform
include:
a. Awarding, via a bid process resulting in not less than [***] per
contract, contracts for the performance of soil tests,
Page 39 of 90
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 WFI and the other contract party directly;
b. Upon completion of the foregoing negotiations, submitting these
contracts to TeleCorp in writing, which shall accept or reject
same, in writing (acceptance may be by execution of documents
presented, if appropriate, within [***] business days of
submission to TeleCorp by WFI.
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 WFI.
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; and
xi. Safety and OSHA compliance.
4. WFI 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.
Page 40 of 90
CONFIDENTIAL TREATMENT REQUEST(ED)
b. WFI shall coordinate the performance of geotechnical, plat and
topographical surveys. WFI shall coordinate the investigation of
flood and drainage issues.
c. WFI shall present and fully implement a comprehensive safety
program. WFI shall demonstrate its corporate safety record. WFI
shall document and report safety hazards, environmental concerns,
and other abnormal situations immediately.
5. Subcontractor and Supplier Management.
--------------------------------------
a. WFI shall select all subcontractors and suppliers. WFI shall
develop subcontractor and supplier selection standards. WFI shall
implement a subcontractor and supplier election process that
reflects the best interests of TeleCorp at all times.
b. WFI shall maintain full responsibility to TeleCorp for quality,
cost, delivery, and performance of all subcontractor and supplier
goods and services.
6. Materials Management. WFI shall provide all construction materials
---------------------
with the exception of PCS equipment. WFI 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. WFI shall select, order, and track all material
purchases.
7. Final Deliverables. As the final deliverable of its Construction
-------------------
Management Services, WFI 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. WFI 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
[***] business days of final walkthrough and inspection.
8. Documentation of Construction Management Service. WFI 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;
Page 41 of 90
CONFIDENTIAL TREATMENT REQUEST(ED)
c. current construction status; and
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. WFI shall work at the explicit direction of TeleCorp at all times.
WFI shall designate one or more points of contact, as it deems
efficient, in order to communicate effectively with TeleCorp. WFI
shall obtain TeleCorp's explicit prior written approval before
obligating TeleCorp financially, contractually, or otherwise.
b. WFI 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.
c. WFI 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.
d. WFI 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. WFI 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.
e. WFI shall coordinate its Construction Management Services with
TeleCorp to insure that each Site delivered by WFI 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 WFI 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.
Page 42 of 90
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, WFI 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. WFI shall develop and implement a quality assurance program, which
ensures that all activities are performed to the highest quality
standards.
2. WFI shall develop and implement a comprehensive cost accounting system
compatible with TeleCorp's financial systems that includes, at a
minimum: procedures for conducting financial transactions; financial
tracking and management; and comprehensive financial reporting.
3. WFI 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 once per week.
4. WFI shall develop and implement a comprehensive filing system that
ensures that all relevant site information is organized and available.
WFI shall seek to use electronic means whenever possible. WFI shall
ensure the physical security of the filing system.
5. WFI shall manage and coordinate interaction among site acquisition,
construction, management, and the A&E firm. WFI shall ensure that
both formal and informal communications among these disciplines are
effective and in the best interests of TeleCorp.
6. WFI 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). WFI shall
ensure that both formal and informal communications among these
disciplines are effective and in the best of interests of TeleCorp.
Page 43 of 90
ATTACHMENT B
------------
WORK ORDER FOR SITE DEVELOPMENT SERVICES FOR FIRST PHASE PCS BUILD-OUT
----------------------------------------------------------------------
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 WFI $[***]per site, in the manner set forth
below:
Milestone Amount Due
-----------------------------------------------------------------------------------------
Upon RF approval of a completed Site Survey Report $[***]
-----------------------------------------------------------------------------------------
Upon fully executed lease or purchase agreement for a site $[***]
-----------------------------------------------------------------------------------------
Upon issuance of a building permit or equivalent approval $[***]
-----------------------------------------------------------------------------------------
Total amount due upon completion of Site Development $[***]per Site
Services
-----------------------------------------------------------------------------------------
b. Per Site fees for Program Management Services. In consideration
---------------------------------------------
for performance of the Program Management Services, TeleCorp
shall pay WFI, $[***] per site, $[***] upon [***], and $[***]
upon completion of construction and final acceptance by TeleCorp
of such Site.
Milestone Amount Due
-----------------------------------------------------------------------------------------
Upon issuance of a building permit or equivalent approval $[***]
-----------------------------------------------------------------------------------------
Upon completion of construction and final acceptance by TeleCorp $[***]
of such site
-----------------------------------------------------------------------------------------
Total amount due upon completion of Site Development $[***] per Site
Services
-----------------------------------------------------------------------------------------
c. Reimbursement for Per Site Advances.
------------------------------------
i. Non-Reimbursable Costs. WFI's compensation for the Site
Acquisition Services shall be inclusive of customary out-of-
pocket expenses incurred by WFI in the performance of its
obligations hereunder ("Per Site Fee"), including, without
limitation;
(a) Wireless equipment and services;
(b) field expenses for maps, deeds, and film development;
(c) vehicle expense; and
(d) travel and living expenses.
Any extraordinary or other expenses that WFI should
reasonably anticipate incurring, Which are not customarily
incurred in the
Page 44 of 90
CONFIDENTIAL TREATMENT REQUEST(ED)
ordinary course of business, must be pre-approved by
TeleCorp in order for WFI to receive reimbursement for such
expenditures.
ii. Reimbursable Costs. In the event that WFI 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 WFI to the extent not paid
directly by TeleCorp in accordance with IV(a) above,
provided, however, that TeleCorp shall be obligated to
reimburse expenses incurred by WFI only with respect to which
WFI had received express written direction from TeleCorp.:
(a) [***];
(b) [***];
(c) [***] and [***];
(d) [***];
(e) [***];
(f) [***];
(g) [***]and [***];
(h) [***];
(i) [***], including [***];
(j) [***];
(k) [***];
(i) [***] and [***];
(m) [***];
(n) [***];
Page 45 of 90
CONFIDENTIAL TREATMENT REQUEST(ED)
(o) [***];
(p) [***];
(q) [***];
(r) [***]including [***];
(s) [***];
(t) [***];
(u) [***]and [***];
(w) [***];
(x) [***];
(y) [***];
(z) [***]; and
(aa) [***]and [***].
d. [Intentionally Deleted]
e. [Intentionally Deleted]
f. Additional Services. In the event [***], TeleCorp shall [***]. In
--------------------
no event shall [***], based on [***].
g. Statements. WFI 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
Page 46 of 90
CONFIDENTIAL TREATMENT REQUEST(ED)
month. The Per Site Fee shall be paid by TeleCorp to WFI within
thirty (30) days following such submission of invoices by WFI
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 WFI
$[***] per Site in the manner set forth below.
-----------------------------------------------------------------------------------------
Milestones Amount Due
-----------------------------------------------------------------------------------------
Upon the commencement of construction on the CMS Site $[***]
-----------------------------------------------------------------------------------------
Final Acceptance of civil construction on the CMS Site $[***]
-----------------------------------------------------------------------------------------
Total amount due per CMS Site upon completion of Construction $[***]
Management Services
-----------------------------------------------------------------------------------------
The aggregate amount of the milestone payments to WFI for the Construction
Management Services delivered to TeleCorp shall be $[***] per CMS Site.
Page 47 of 90
* Confidential treatment requested
AMENDED AND RESTATED MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
WIRELESS FACILITIES, INC.
WORK ORDER FOR MICROWAVE RELOCATION SERVICES FOR INITIAL FREQUENCY BLOCKS
-------------------------------------------------------------------------
WORK ORDER NO.: 2
DATE: February 27, 1998
You are hereby requested to provide the services set forth below ("the
Services") subject to the terms and conditions set forth herein and in
accordance with the provisions of the Amended and Restated Master Services
Agreement (the "Agreement") dated __________, 1999 by and between TeleCorp
Communications, Inc. and its operating affiliates ("Client") and according to
the following terms:
1. ASSIGNMENT: The following illustrates the Services and specific tasks to
be performed by WFI:
[DESCRIPTION OF SERVICES AND TASKS - SEE ATTACHMENT A]
2. SERVICES FEES AND REIMBURSEMENT OF EXPENSES: Client shall compensate WFI for
the Services at the fixed rates per Site as set forth in Attachment B, and
shall reimburse WFI for expenses in accordance with Section IV of the
Agreement.
3. INVOICING SCHEDULE: WFI shall invoice Client for Service Fees in accordance
with the schedule of Payment Milestones per Attachment B to this Work Order.
4. PAYMENT OF INVOICES: All invoices shall be due and payable by Client in
accordance with the terms set forth in Attachment B.
5. COMMENCEMENT OF SERVICES: WFI shall initiate performance of the Services (in
accordance with the Project Schedule) immediately upon full execution of
this Work Order.
6. MASTER SERVICES AGREEMENT: This Work Order shall be appended to the
Agreement and is incorporated therein by reference. All of the terms and
conditions of the Agreement shall apply to the provision of Services
hereunder; however, in case of conflict, the terms of this Work Order shall
govern.
[PREVIOUSLY EXECUTED AS PART OF THE ORIGINAL AGREEMENT]
Page 48 of 90
ATTACHMENT A
------------
WORK ORDER FOR MICROWAVE RELOCATION SERVICES FOR INITIAL FREQUENCY BLOCKS
-------------------------------------------------------------------------
MICROWAVE RELOCATION SERVICES - SCOPE OF WORK
WFI, utilizing the Comsearch IQ Clear spectrum-sharing tool, procured
and provided by WFI, will supply to TeleCorp labor, services, resources, and
consultation necessary to perform microwave relocation and spectrum clearing
services ("Microwave Relocation Services"). The Microwave Relocation Services
include Spectrum Sharing Engineering Study and Analysis and Initial Market
Assessment, Drive Test Frequency Selection, and Prior Coordination Notices. The
Microwave Relocation Services also include Negotiations and Program Management
for the relocation of interfering paths.
1. SPECTRUM SHARING ENGINEERING STUDY AND ANALYSIS AND INITIAL MARKET
ASSESSMENT
WFI 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. WFI
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.
2. SERVICE DESCRIPTION
a. SPECTRUM SHARING ANALYSIS
WFI 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
WFI will develop technical parameters for the interfering co- and
adjacent channel paths to establish negotiation and relocation
strategies and path priorities.
Page 49 of 90
d. REVIEW OF INCUMBENT DATA
WFI 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
WFI 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 WFI will assess the incumbent's willingness to
negotiate, identify strategic information, and discuss preliminary
relocation options.
f. ASSESSMENT OF PREVIOUSLY NEGOTIATED PATHS
WFI will attempt to obtain the terms and status of each relocation
agreement entered into between an incumbent and other PCS
licensee(s). WFI will attempt to obtain a copy of the agreement,
provided that it is not protected by a non-disclosure agreement.
WFI will determine whether the dates agreed upon in the relocation
agreement meet TeleCorp's requirements.
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
WFI 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
WFI will prepare Prior Coordination Notices (PCN(s)), mail PCNs to
incumbents and clearinghouses, and coordinate responses and
objections to PCNs, as required.
k. DELIVERABLES
WFI will provide TeleCorp with periodic reports containing the
following information:
Page 50 of 90
i. Copies of FCC licenses for each identified path;
ii. Comparable cost documentation for each active path or for
each co-channel path which has 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, WFI shall provide;
vii. Drive Test Frequencies as required; and
viii. Copies of Filed PCNs.
3. NEGOTIATIONS AND PROGRAM MANAGEMENT.
a. INTRODUCTORY MAILING.
WFI 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.
WFI 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.
WFI 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.
WFI 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
WFI will initiate
Page 51 of 90
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.
WFI 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.
g. CONTRACT TEMPLATES.
TeleCorp's inside counsel shall review and modify, as required,
the contract templates that WFI provides to TeleCorp. The parties
agree that these pre-approved contract templates are essential for
enabling WFI to conclude negotiations in an efficient and
expedient manner.
h. FINALIZE RELOCATION TERMS.
WFI will provide the proposed business terms to TeleCorp for
approval.
i. FINALIZE RELOCATION AGREEMENT.
Once TeleCorp has approved the business terms, WFI 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.
WFI will order frequency coordination. If required, WFI will
prepare the required FCC license applications for incumbent's
signature and submit such applications to the FCC.
k. DETAILED RELOCATION SYSTEM DESIGN.
WFI 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.
WFI 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.
WFI will order any required tower and foundation analyses. WFI
will coordinate and program-manage the entire process.
n. TOWER OPTIONS ANALYSIS.
WFI will review results of the tower and/or foundation analyses
and based on the recommendation made by the Supplier, determine
most
Page 52 of 90
cost-effective option such as structural strengthening,
replacement, or alternate courses of action.
o. LEASED FACILITIES.
In the event that an incumbent transfers its operations to leased
facilities and requests TeleCorp's assistance in the transfer, WFI
will coordinate the transfer of the facilities to alternate leased
by the scheduled decommissioning date.
p. RELOCATION PLAN.
WFI 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.
WFI, 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.
WFI 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.
WFI will monitor third party Suppliers' performance to encourage
timely completion of their obligations.
t. DOCUMENTATION REVIEW.
WFI will review "as-built" 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.
WFI will obtain final incumbent acceptance of equipment and
facility installation. WFI will work toward incumbent's
satisfaction that the contractual obligations by TeleCorp and its
subcontractors (if applicable) have been met.
v. FINAL COST DOCUMENTATION.
WFI will provide TeleCorp with a final accounting of the costs
incurred to perform the turnkey relocation project.
Page 53 of 90
w. MONITORING OF INCUMBENT'S PERFORMANCE OBLIGATIONS.
For paths that resulted in a cash transaction between Incumbent
and TeleCorp, WFI will monitor incumbent to encourage compliance
with contractual obligations and report such status to TeleCorp.
x. DECOMMISSIONING NOTIFICATION.
WFI 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 RELOCATION SERVICES.
a. WFI 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, WFI 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.
c. WFI shall provide TeleCorp with copies of FCC Form 415s (or
equivalent cancellation letter) for decommissioned paths.
Page 54 of 90
ATTACHMENT B
------------
WORK ORDER FOR MICROWAVE RELOCATION SERVICES FOR INITIAL FREQUENCY BLOCKS
-------------------------------------------------------------------------
MICROWAVE RELOCATION SERVICES FEES FOR INITIAL FREQUENCY BLOCKS
a. Regional Compensation.
TeleCorp shall pay WFI a fixed price of $ [***] (the "Total Fee") for
Microwave Relocation Services for the Initial Frequency Blocks and
MTAs listed within the Initial Frequency Blocks on Schedule C to the
----------
Agreement, in the TeleCorp Regions, on a per region basis, as set
forth in the following table:
------------------------------------------------------------------------------------------------------
Services [***] Region [***] Region [***] Region 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 WFI twelve (12) equal payments (each a
"Monthly Payment") as follows:
a. $[***] per month for the [***] Region;
b. $[***] per month for the [***] Region; and
c. $[***] per month for the [***] Region.
ii. The first payment for each region shall be due upon execution
of this Agreement.
iii. The next eight payments shall be made as follows: [***] WFI
shall invoice TeleCorp showing in reasonable detail the
calculation of [***]. Invoices shall be due and payable by
TeleCorp within thirty (30) days of the date of receipt by
TeleCorp. TeleCorp shall review the invoices and notify WFI 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.
Page 55 of 90
* Confidential treatment requested
iv. The last three (3) payments for each region shall be due within
thirty (30) days of TeleCorp's receipt of a final invoice from
WFI for the applicable region. WFI 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 WFI. WFI shall complete any remaining
steps identified by TeleCorp and notify TeleCorp of such
completion. Upon receipt of final approval by TeleCorp, WFI
shall submit an invoice to TeleCorp for the final three (3)
payments of the applicable region.
v. TeleCorp may withhold Monthly Payments if WFI fails to provide
either timely or quality Services, and such failure has not been
cured within [***] of WFI's receipt of written notice of such
deficiency. Such withheld payments, shall be due immediately
upon WFI's cure of the deficiency to TeleCorp's satisfaction.
c. Reimbursement
i. Non-Reimbursable Costs.
----------------------
The total fee for Microwave Relocation Services set forth
herein is inclusive of the following expenses:
(a.) [***];
(b.) [***]; and
(c.) [***].
ii. Reimbursable Costs.
------------------
WFI's service fees for Microwave Relocation Services in
connection with the TeleCorp Regions include those set forth in
Attachment B hereof. TeleCorp and WFI 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
WFI only with respect to which WFI had received express written
direction from TeleCorp:
Any amounts [***];
(a.) [***];
(b.) [***];
(c.) [***]; and
(d.) Any [***]
Page 56 of 90
*Confidential treatment requested
[***].
d. All Microwave Relocation Services assigned under this Work
Order for the MTAs listed within the Initial Frequency Blocks on
Schedule C as of [***] shall be billed at the regional pricing set
----------------
forth herein; provided, however, that such regional pricing shall no
--------
longer apply as of [***].
Page 57 of 90
* Confidential treatment requested
AMENDED AND RESTATED MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
WIRELESS FACILITIES, INC.
WORK ORDER FOR FIXED NETWORK ENGINEERING CONSULTING SERVICES
------------------------------------------------------------
WORK ORDER NO.: 3
DATE: May 21, 1999
You are hereby requested to provide the services set forth below ("the
Services") subject to the terms and conditions set forth herein and in
accordance with the provisions of the Amended and Restated Master Services
Agreement (the "Agreement") dated __________, 1999 by and between TeleCorp
Communications, Inc. and its operating affiliates ("Client") and Wireless
Facilities, Inc. and its affiliates ("WFI") and according to the following
terms:
1. ASSIGNMENT: The following illustrates the Services and specific tasks to be
performed by WFI:
[DESCRIPTION OF SERVICES AND TASKS - SEE ATTACHMENT A]
2. SERVICES FEES AND REIMBURSEMENT OF EXPENSES: Client shall compensate WFI for
the Services at the fixed rates per Site and shall reimburse WFI for
expenses as set forth in Attachment B.
3. INVOICING SCHEDULE: WFI shall invoice Client for Service Fees in accordance
with Attachment B to this Work Order.
4. PAYMENT OF INVOICES: All invoices shall be due and payable by Client in
accordance with the terms set forth in Attachment B to this Work Order.
5. COMMENCEMENT OF SERVICES: WFI shall initiate performance of the immediately
upon full execution of this Work Order.
6. MASTER SERVICES AGREEMENT: This Work Order shall be appended to the
Agreement and is incorporated therein by reference. All of the terms and
conditions of the Agreement shall apply to the provision of Services
hereunder; however, in case of conflict, the terms of this Work Order shall
govern.
[PREVIOUSLY EXECUTED AS PART OF REVISED AND RESTATED FIRST
AMENDMENT TO THE ORIGINAL AGREEMENT]
Page 58 of 90
ATTACHMENT A
------------
WORK ORDER FOR 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.
Page 59 of 90
ATTACHMENT B
------------
WORK ORDER FOR FIXED NETWORK ENGINEERING CONSULTING SERVICES
------------------------------------------------------------
PRICING
-------
TeleCorp shall pay WFI [***] ($[***]) per day for Fixed Network Engineering
Consulting Services (the "Service Fee"). Each day shall be billed as a full
day, with no proration for partial days or overtime. In addition to the Service
Fee, TeleCorp shall reimburse WFI for travel, lodging, meal and incidental
expenses that WFI incurs in the performance of Fixed Network Engineering
Consulting Services for TeleCorp. 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 six (6) months from the Effective Date of the First
Amendment to the Master Services Agreement.
Page 60 of 90
* Confidential treatment requested
AMENDED AND RESTATED MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
WIRELESS FACILITIES, INC.
WORK ORDER FOR FIXED NETWORK ENGINEERING SERVICES IN [***] MTA
--------------------------------------------------------------------
WORK ORDER NO.: 4
DATE: May 21, 1999
You are hereby requested to provide the services set forth below ("the
Services") subject to the terms and conditions set forth herein and in
accordance with the provisions of the Amended and Restated Master Services
Agreement (the "Agreement") dated __________, 1999 by and between TeleCorp
Communications, Inc. and its operating affiliates ("Client") and according to
the following terms:
7. ASSIGNMENT: The following illustrates the Services and specific tasks to
be performed by WFI:
[DESCRIPTION OF SERVICES AND TASKS - SEE ATTACHMENT A]
8. SERVICES FEES AND REIMBURSEMENT OF EXPENSES: Client shall compensate WFI
for the Services at the fixed rates per Site as set forth in Attachment B,
and shall reimburse WFI for expenses in accordance with Attachment B to
this Work Order.
9. INVOICING SCHEDULE: WFI shall invoice Client for Service Fees in accordance
with the schedule of Payment Milestones per Attachment B to this Work
Order.
10. PAYMENT OF INVOICES: All invoices shall be due and payable by Client in
accordance with the terms set forth in Section IV of the Agreement.
11. COMMENCEMENT OF SERVICES: WFI shall initiate performance of the Services
(in accordance with the Project Schedule) immediately upon full execution
of this Work Order.
12. MASTER SERVICES AGREEMENT: This Work Order shall be appended to the
Agreement and is incorporated therein by reference. All of the terms and
conditions of the Agreement shall apply to the provision of Services
hereunder; however, in case of conflict, the terms of this Work Order shall
govern.
[PREVIOUSLY EXECUTED AS PART OF REVISED AND RESTATED FIRST
AMENDMENT TO THE ORIGINAL AGREEMENT]
Page 61 of 90
ATTACHMENT A
------------
WORK ORDER FOR FIXED NETWORK ENGINEERING SERVICES IN [***] MTA
--------------------------------------------------------------
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 [***] 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
. Conduct pre-construction meeting
. 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
Page 62 of 90
* Confidential treatment requested
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 [***] 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.
Page 63 of 90
ATTACHMENT B
------------
WORK ORDER FOR FIXED NETWORK ENGINEERING SERVICES IN [***] MTA
--------------------------------------------------------------
FIXED RATE SERVICE FEES
-----------------------
WFI's service fees for the tasks detailed in the scope of work will be $[***]
per path. This fee includes all engineering and construction management fees,
frequency coordination and FCC licensing. The fee also includes all travel and
living expenses for WFI's engineering and construction management team for the
duration of the project. The fixed fee does not include cost of equipment and
third party subcontractors, which will be paid for by WFI and passed through to
TeleCorp with a [***]% administrative fee.
PAYMENT SCHEDULE
----------------
TeleCorp shall pay to WFI the following fee for each path to be paid in three
payments, as follows:
Payment 1: [***]% of the per path fee upon completion of [***]. Any outstanding
---------
third party invoices will also be issued for payment at this time.
Payment 2: [***]% of the per path fee upon completion of [***].
---------
Payment 3: [***]% of the per path fee upon completion of [***]. Any additional
---------
outstanding third party invoices will also be issued for payment at this time.
WFI may invoice TeleCorp monthly for any outstanding third party invoices
received by WFI after path completion.
Page 64 of 90
* Confidential treatment requested
AMENDED AND RESTATED MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
WIRELESS FACILITIES, INC.
WORK ORDER FOR SITE DEVELOPMENT SERVICES FOR THE [***] MTA (Phase I)
--------------------------------------------------------------------------
WORK ORDER NO.: 5
DATE: May 21, 1999
You are hereby requested to provide the services set forth below ("the
Services") subject to the terms and conditions set forth herein and in
accordance with the provisions of the Amended and Restated Master Services
Agreement (the "Agreement") dated __________, 1999 by and between TeleCorp
Communications, Inc. and its operating affiliates ("Client") and Wireless
Facilities, Inc. and its affiliates ("WFI") and according to the following
terms:
7. ASSIGNMENT: The following illustrates the Services and specific tasks to
be performed by WFI:
[DESCRIPTION OF SERVICES AND TASKS - SEE ATTACHMENT A]
8. SERVICES FEES AND REIMBURSEMENT OF EXPENSES: Client shall compensate WFI
for the Services at the fixed rates per Site and shall reimburse WFI for
expenses as set forth in Attachment B.
9. INVOICING SCHEDULE: WFI shall invoice Client for Service Fees in accordance
with the schedule of Payment Milestones per Attachment B to this Work
Order.
10. PAYMENT OF INVOICES: All invoices shall be due and payable by Client in
accordance with the terms set forth in Section IV of the Agreement.
11. COMMENCEMENT OF SERVICES: WFI shall initiate performance of the Services
(in accordance with the Deployment Schedule) immediately upon full
execution of this Work Order.
12. MASTER SERVICES AGREEMENT: This Work Order shall be appended to the
Agreement and is incorporated therein by reference. All of the terms and
conditions of the Agreement shall apply to the provision of Services
hereunder; however, in case of conflict, the terms of this Work Order shall
govern.
[PREVIOUSLY EXECUTED AS PART OF REVISED AND RESTATED FIRST
AMENDMENT TO THE ORIGINAL AGREEMENT]
Page 65 of 90
ATTACHMENT A
------------
WORK ORDER FOR SITE DEVELOPMENT SERVICES FOR THE [***] MTA (Phase I)
--------------------------------------------------------------------------
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 Work Order 1 to the Master Services Agreement dated February 27, 1998.
Page 66 of 90
ATTACHMENT B
------------
WORK ORDER FOR SITE DEVELOPMENT SERVICES FOR THE PUERTO RICO MTA (Phase I)
--------------------------------------------------------------------------
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
---------------------------------------------------------------------------
Full Execution of Primary Candidate Lease $[***]
---------------------------------------------------------------------------
Completion of Required Zoning & Permitting Activities $[***]
---------------------------------------------------------------------------
Construction Initiation $[***]
---------------------------------------------------------------------------
Construction Completion $[***]
---------------------------------------------------------------------------
Acceptance Site
---------------------------------------------------------------------------
TOTAL $[***]
---------------------------------------------------------------------------
* TeleCorp shall [***], in the event that TeleCorp [***] entered into a [***].
and further provided that [***].
For purposes of this Work Order, a [***] is defined as a [***].
[SEE ATTACHED LIST OF MASTER LEASE LESSORS]
The above fees include all out-of-pocket expenses, including, without
limitation, automobile mileage and cellular telephone charges related to the
performance of the project.
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 67 of 90
* Confidential treatment requested
AMENDED AND RESTATED MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
WIRELESS FACILITIES, INC.
WORK ORDER FOR SITE DEVELOPMENT SERVICES FOR [***] ADDITIONAL SITES - DOMESTIC
--------------------------------------------- ----------------------------
WORK ORDER NO.: 6
DATE: _________, 1999
You are hereby requested to provide the services set forth below ("the
Services") subject to the terms and conditions set forth herein and in
accordance with the provisions of the Amended and Restated Master Services
Agreement (the "Agreement") dated __________, 1999 by and between TeleCorp
Communications, Inc. and its operating affiliates ("Client") and Wireless
Facilities, Inc. and its affiliates ("WFI") and according to the following
terms:
1. ASSIGNMENT: The following illustrates the Services and specific tasks to be
performed by WFI:
[DESCRIPTION OF SERVICES AND TASKS - SEE ATTACHMENT A]
2. SERVICES FEES AND REIMBURSEMENT OF EXPENSES: Client shall compensate WFI for
the Services at the fixed rates per Site as set forth in Attachment B, and
shall reimburse WFI for expenses in accordance with Section IV of the
Agreement.
3. INVOICING SCHEDULE: WFI shall invoice Client for Service Fees in accordance
with the schedule of Payment Milestones per Attachment B to this Work Order.
4. PAYMENT OF INVOICES: All invoices shall be due and payable by Client in
accordance with the terms set forth in Section IV of the Agreement.
5. COMMENCEMENT OF SERVICES: WFI shall initiate performance of the Services (in
accordance with the Deployment Schedule) immediately upon full execution of
this Work Order.
6. MASTER SERVICES AGREEMENT: This Work Order shall be appended to the
Agreement and is incorporated therein by reference. All of the terms and
conditions of the Agreement shall apply to the provision of Services
hereunder; however, in case of conflict, the terms of this Work Order shall
govern.
Page 68 of 90
* Confidential Treatment Requested
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
---------------------- ----------------------
Date: 10/12/99 Date: 10/6/99
---------------------- ----------------------
Page 69 of 90
ATTACHMENT A
------------
Work Order for Site Development Services for [***] Additional Sites - Domestic
--------------------------------------------- ----------------------------
SCOPE OF WORK - TASK DESCRIPTION
--------------------------------
---------------------------------------------------------------------------------------------------------------------------------
SCOPE OF SERVICES - TASK DESCRIPTION Primary Responsibility Comments
(Note - WFI pass-through
cost plus agreed upon %)
WFI Client
------------------------------------------------------------------------------------------------------------------------------------
1.0 Site Acquisition [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
1.1 Preliminary [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
a) Identify friendly site candidates from existing databases. [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
b) Submit initial search information for potential sites: [***] [***] [***]
Location, description, preliminary lease terms, GPS
coordinates.
------------------------------------------------------------------------------------------------------------------------------------
c) Perform Tech team visits to the search area, site visits to [***] [***] [***]
friendly candidates as required.
------------------------------------------------------------------------------------------------------------------------------------
1.2 Site Identification [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
a) Provide site candidate packages for primary and alternate [***] [***] [***]
site candidates.
------------------------------------------------------------------------------------------------------------------------------------
b) Maintain property owner contact for site visits by [***] [***] [***]
construction (if required) and RF for ranking of
candidates.
------------------------------------------------------------------------------------------------------------------------------------
c) Coordinate with municipal planning authority and technical [***] [***] [***]
teams for site selection.
------------------------------------------------------------------------------------------------------------------------------------
d) Submit search ring site candidate feasibility reports: [***] [***] [***]
property ownership information, initial property
owner/manager, environmental checklist, description of
location and site, description of potential lease terms,
preliminary title report and property owner's authorization
to submit permits, applications and duplicate architectural
drawings.
------------------------------------------------------------------------------------------------------------------------------------
1.3 Lease Acquisition [***] [***] [***]
-----------------------------------------------------------------------------------------------------------------------------------
a) Provide lease template and internal legal review and [***] [***] [***]
adjustments-send to attorney as required.
------------------------------------------------------------------------------------------------------------------------------------
b) Obtain "As-built" drawing information and documents of [***] [***] [***]
primary candidate (as available).
------------------------------------------------------------------------------------------------------------------------------------
c) Prepare lease/license documents (options with negotiated [***] [***] [***]
lease agreements or purchase options) for primary site
execution including all insertions and deletions, legal
coordination (with legal counsel as directed). Prepare any
necessary easements for utilities or access for site
selection. Order and review of preliminary title report.
------------------------------------------------------------------------------------------------------------------------------------
d) Obtain landowner's signature on lease/license documents and [***] [***] [***]
submit to Client for signature.
------------------------------------------------------------------------------------------------------------------------------------
e) Negotiate and complete acquisition of applicable easements [***] [***] [***]
necessary for utilities, access, etc.
------------------------------------------------------------------------------------------------------------------------------------
f) Coordinate title curative activities and commitment for [***] [***] [***]
title insurance.
------------------------------------------------------------------------------------------------------------------------------------
g) Coordinate and attend Tech Team visits with Zoning, RF [***] [***] [***]
and CM groups.
---------------------------------------------------------------------------------------------------------------------------------
Page 70 of 90
* Confidential Treatment Requested
---------------------------------------------------------------------------------------------------------------------------------
SCOPE OF SERVICES - TASK DESCRIPTION Primary Responsibility Comments
(Note - WFI pass-through
cost plus agreed upon %)
WFI Client
------------------------------------------------------------------------------------------------------------------------------------
h) Review lease exhibits, zoning drawings and construction [***] [***] [***]
drawings for conformity with the leased premise.
------------------------------------------------------------------------------------------------------------------------------------
i) Maintain and track - site reports, candidate files, etc. [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
Page 71 of 90
*Confidential Treatment Requested
---------------------------------------------------------------------------------------------------------------------------------
PRIMARY Comments
SCOPE OF WORK - TASK DESCRIPTION RESPONSIBILITY ( Note WFI pass
through cost plus
WFI CLIENT agreed %)
------------------------------------------------------------------------------------------------------------------------------------
1.4 Zoning (or permitting in jurisdictions without zoning) [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
a) Establish contact with appropriate zoning officials [***] [***] [***]
from each of the jurisdictions identified in RF
coverage areas. Discuss municipal regulations,
past histories, current hearing procedures and
timetables for public hearings meetings with
zoning authorities.
------------------------------------------------------------------------------------------------------------------------------------
b) Prepare Initial Zoning Analysis Binder containing [***] [***] [***]
specific information with respect to each jurisdiction
located throughout the design coverage area:
1) Municipal Regulations
2) Listing of zoning district designations and
areas (with design criteria) which are
"Permitted by Right", "Special Exceptions",
"Conditional Use Permits", "Administrative
Review" etc.
3) Setback requirements, stealthing requirements, or
other procedures required to obtain approval.
4) Zoning officials' names, phone number, fax
number and summary of conversations (if applicable).
5) Zoning maps.
6) Approval timeframes and expiration terms
(if applicable).
7) Current application deadlines and public hearing
schedules.
8) Zoning application and fee schedule.
------------------------------------------------------------------------------------------------------------------------------------
c) Prepare Specific Zoning Analysis document for each candidate [***] [***] [***]
pending RF approval:
1) Specific zoning district designation for applicable
site, zoning approval process, timeframe for approval,
and application deadlines.
2) Estimated probability of obtaining zoning approval.
Include summary of conversations with zoning officials
(if applicable).
3) Note fee schedule.
4) Identification of potential issues which affect zoning
probabilities.
5) Zoning recommendations.
------------------------------------------------------------------------------------------------------------------------------------
d) Coordinate zoning drawings with A&E. [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
e) Prepare and submit zoning application with appropriate [***] [***] [***]
jurisdiction as well as any other regulatory applications
needed for zoning approval.
------------------------------------------------------------------------------------------------------------------------------------
f) Attend and coordinate scheduling for expert testimonials as [***] [***] [***]
necessary for zoning hearings and community meetings.
------------------------------------------------------------------------------------------------------------------------------------
g) Provide original documentation of zoning approval. [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
h) Maintain reports, site folders, etc. [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
i) Provide Summary Report with approval requirements not [***] [***] [***]
included on drawings; including post-construction requirements.
------------------------------------------------------------------------------------------------------------------------------------
Page 72 of 90
*Confidential Treatment Requested
---------------------------------------------------------------------------------------------------------------------------------
PRIMARY Comments
SCOPE OF WORK - TASK DESCRIPTION RESPONSIBILITY (Note WFI pass
through cost plus
WFI CLIENT agreed %)
------------------------------------------------------------------------------------------------------------------------------------
2.0 Construction Management [***]
------------------------------------------------------------------------------------------------------------------------------------
2.1 General
------------------------------------------------------------------------------------------------------------------------------------
a) Oversee and manage all aspects of the [***] [***] [***]
construction management activity and ensure
coordination with all other system development
activities.
------------------------------------------------------------------------------------------------------------------------------------
b) Coordinate engineers to develop site specific [***] [***] [***]
designs and communicate all site information
into working drawings/site designs.
------------------------------------------------------------------------------------------------------------------------------------
c) Coordinate personnel to supervise, inspect and [***] [***] [***]
approve the work of civil contractors performing
work on Client's sites.
------------------------------------------------------------------------------------------------------------------------------------
d) Provide/develop construction safety program. [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
e) Implement safety program for all construction [***] [***] [***]
sites and manage all sub-contractors for compliance
with the program. The program shall include
orientation, training, regular inspections and
compliance management.
------------------------------------------------------------------------------------------------------------------------------------
[***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
2.2 Site Survey and Assessment [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
a) Visit sites. Complete constructability assessment [***] [***] [***]
and candidate ranking: Review of general design and
construction issues/site access, availability of
utility services, measurements, potential problem
areas/possible solutions, preliminary minimum/maximum
cost estimates & photographs.
------------------------------------------------------------------------------------------------------------------------------------
b) Coordinate required documentation for use in zoning [***] [***] [***]
applications and hearings.
------------------------------------------------------------------------------------------------------------------------------------
c) Ensure that all required documents are complete prior [***] [***] [***]
to start of construction; leases, zoning & planning
approvals, permits, easements and landlord/utility
approvals of construction drawings for rooftops, water
tanks or other specialty sites. Coordinate lease
exhibit drawings as required.
------------------------------------------------------------------------------------------------------------------------------------
2.3 Manage Planning and Construction Drawings [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
a) Provide basic design specifications, standard site [***] [***] [***]
design details and layout information in an agreed upon
format for the A&E's use on projects.
------------------------------------------------------------------------------------------------------------------------------------
b) Manage and direct architectural and engineering [***] [***] [***]
(A&E) functions for plan preparation and distribution.
Site specific designs will be necessary and managed by
the CM.
---------------------------------------------------------------------------------------------------------------------------------
Page 73 of 90
*Confidential Treatment Requested
---------------------------------------------------------------------------------------------------------------------------------
PRIMARY Comments
SCOPE OF WORK - TASK DESCRIPTION RESPONSIBILITY (Note WFI pass
through cost plus
WFI CLIENT agreed %)
------------------------------------------------------------------------------------------------------------------------------------
c) Coordinate site access for design investigation, [***] [***] [***]
manage and coordinate all survey, geotechnical,
civil, architectural, structural, electrical,
mechanical, environmental analysis and landscape
design consultants. Establish deadlines for all
work and track to completion. Issue specifications
for the format and information to be received
from each sub-contractor.
------------------------------------------------------------------------------------------------------------------------------------
d) Coordinate the preparation of complete construction [***] [***] [***]
drawing packages based upon the information obtained
from each primary site.
------------------------------------------------------------------------------------------------------------------------------------
Page 74 of 90
*Confidential Treatment Requested
---------------------------------------------------------------------------------------------------------------------------------
PRIMARY Comments
SCOPE OF WORK - TASK DESCRIPTION RESPONSIBILITY (Note WFI pass
through cost plus
WFI CLIENT agreed %)
------------------------------------------------------------------------------------------------------------------------------------
e) Submit construction drawing packages to [***] [***] [***]
respective jurisdictions as required by law.
Coordinate the resolution of any and all
changes as mandated by local officials.
------------------------------------------------------------------------------------------------------------------------------------
f) Obtain building permit. [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
2.4 Civil Construction & Site Integration
------------------------------------------------------------------------------------------------------------------------------------
a) Develop and issue standards for use in [***] [***] [***]
pre-qualifying civil contractors who may
perform work on the project: minimum levels
of experience on similar projects, industry
references, annual construction volume figures,
licenses for all applicable jurisdictions,
bonding capability, insurance coverage, documented
quality assurance and control programs.
------------------------------------------------------------------------------------------------------------------------------------
b) Develop terms and conditions of a construction [***] [***] [***]
subcontractor agreement, if one does not exist.
------------------------------------------------------------------------------------------------------------------------------------
c) Develop preliminary construction budget, scope of [***] [***] [***]
work and list of materials.
------------------------------------------------------------------------------------------------------------------------------------
d) Coordination, selection, and management of [***] [***] [***]
subcontracted professional services, site
survey, geotechnical analysis, environmental
analysis, structural analysis and any other
required services.
------------------------------------------------------------------------------------------------------------------------------------
e) Develop a procurement plan and schedule to [***] [***] [***]
ensure adequate and timely materials delivery for
site construction.
------------------------------------------------------------------------------------------------------------------------------------
f) Prepare and issue RFQs for use in obtaining [***] [***] [***]
competitive bids for civil construction
services at each site or group of sites: drawings,
specifications and other pertinent information
required to secure bids for the work.
------------------------------------------------------------------------------------------------------------------------------------
g) Coordinate pre-bid site walk meetings with all [***] [***] [***]
bidders to allow for accurate bids. Manage the bid
process and respond to all questions from bidders on
the project.
------------------------------------------------------------------------------------------------------------------------------------
h) Evaluate bids received for work. Correlate to [***] [***] [***]
project budgets and schedule.
------------------------------------------------------------------------------------------------------------------------------------
i) Negotiate all final prices, assure adherence to [***] [***] [***]
pre-existing subcontractor agreement or enter
into a contract for the work with the recommended
sub-contractor.
------------------------------------------------------------------------------------------------------------------------------------
j) Detail Design for Site Materials: Power and Backup, [***] [***] [***]
RF, PSTN/Fiber & Mechanical.
------------------------------------------------------------------------------------------------------------------------------------
k) Site material procurement and supplier management: [***] [***] [***]
Power Supplies, Batteries, RF Transmission Lines,
Cable Trays, Antennas & Support Equipment.
------------------------------------------------------------------------------------------------------------------------------------
l) Coordinate the acquisition, delivery, storage and [***] [***] [***]
installation of materials.
------------------------------------------------------------------------------------------------------------------------------------
m) Provide warehousing Services for Materials. [***] [***] [***]
------------------------------------------------------------------------------------------------------------------------------------
n) Secure all required Telco and power services for [***] [***] [***]
each site. Submit all required applications,
design information and fees *. Coordinate site
installation and final connection of the utility
services.
------------------------------------------------------------------------------------------------------------------------------------
o) Manage the site construction in adherence to [***] [***] [***]
approved designs, specifications and standards.
Ensure that work is in full compliance with all
local, state and national codes, regulations,
ordinances and guidelines.
------------------------------------------------------------------------------------------------------------------------------------
Page 75 of 90
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---------------------------------------------------------------------------------------------------------------------------------
PRIMARY Comments
RESPONSIBILITY (Note WFI pass
SCOPE OF WORK - TASK DESCRIPTION through cost plus
WFI CLIENT agreed %)
------------------------------------------------------------------------------------------------------------------------------------
p) Manage construction processes and expedite where [***] [***] [***]
required: preparation of site access, site
preparation, site excavation and leveling, foundations,
electrical service and grounding, tower construction,
structure reinforcement, interior renovations (where
required), equipment shelter placement, antenna and
coaxial cable routing and mounting, installation of
OEM equipment, etc.
------------------------------------------------------------------------------------------------------------------------------------
q) Perform Site Integration: Power, Grounding, RF, [***] [***] [***]
Telecom, Equipment Cabinets, Support, Air
Conditioning, Mechanical
------------------------------------------------------------------------------------------------------------------------------------
r) Complete quality inspections as needed to ensure [***] [***] [***]
compliance with the plans and specifications:
verify completion of the work.
------------------------------------------------------------------------------------------------------------------------------------
2.5 Manage Job Closeout
------------------------------------------------------------------------------------------------------------------------------------
a) Conduct final inspections and compile punch lists. [***] [***] [***]
Manage the resolution of punch list items through
completion.
------------------------------------------------------------------------------------------------------------------------------------
b) Final walk-through and inspection: complete site [***] [***] [***]
acceptance.
------------------------------------------------------------------------------------------------------------------------------------
c) Compile and produce all construction-related [***] [***] [***]
documents for the site file: as-built drawings,
project correspondence, contact list of
sub-contractors, test and analysis reports,
site photos, surveys and permits.
------------------------------------------------------------------------------------------------------------------------------------
d) Ensure that all payments have been issued to civil [***] [***] [***]
contractors and that all lien releases have been
received for work and materials used in the project.
------------------------------------------------------------------------------------------------------------------------------------
Page 76 of 90
*Confidential Treatment Requested
ATTACHMENT B
------------
WORK ORDER FOR SITE DEVELOPMENT SERVICES FOR [***] ADDITIONAL SITES - DOMESTIC
------------------------------------------------------------------------------
COMPENSATION
------------
Fees, Expenses and Payment Schedule
-----------------------------------
TeleCorp shall pay WFI a fixed fee of $[***] for each approved Site within a
Search Ring issued under this Work Order, 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
----------------------------------------------------------------------------------
Landlord/landowner's Execution of Primary Candidate Site Lease $[***]
----------------------------------------------------------------------------------
Completion of Zoning/Permitting Activities $[***]
----------------------------------------------------------------------------------
Initiation of Construction $[***]
----------------------------------------------------------------------------------
Completion of Construction $[***]
----------------------------------------------------------------------------------
TeleCorp's Acceptance of Site $[***]
----------------------------------------------------------------------------------
TOTAL $[***]
----------------------------------------------------------------------------------
WFI may, in its sole discretion, reject or accept assignments of Search Rings
from TeleCorp under this Work Order if such assignments are for fewer than [***]
Search Rings in any TeleCorp market in which WFI did not operate a project
office prior to the time of such assignment (each such market, a "New Market").
WFI shall, however, accept an assignment for fewer than [***] Search Rings in a
New Market if at least [***] Search Rings are planned in that New Market within
a reasonable time, but only upon the prior written approval of WFI's Vice
President or Senior Vice President of Project Management. WFI shall, however,
accept all Search Rings assigned by TeleCorp that are located in markets in
which WFI had operated a project office prior to such assignment, regardless of
the number of Search Rings in that assignment.
ADJUSTMENT FOR FEWER THAN [***] SITES
-------------------------- ------
It is expressly understood by the Parties that the pricing set forth in this
Work Order is based on TeleCorp's commitment to assign to WFI [***] Search Rings
(which number may include Search Rings in [***]) by December 31, 2000. If, on
December 31, 2000, TeleCorp has not assigned to WFI [***] Search Rings, then
TeleCorp shall pay to WFI an adjustment of $[***] per domestic Search Ring
actually assigned as of such date. TeleCorp may issue Search Rings to WFI only
by written notice issued to WFI and approved by TeleCorp.
EXPENSES
--------
The following table shows which expenses are included in WFI's pricing and which
are to be passed-through to TeleCorp for reimbursement to WFI, with an initial
[***]% administrative fee; or a [***]% administrative fee if the conditions set
forth in Section IV.A. of the Master Services Agreement are met.
Page 77 of 90
*Confidential Treatment Requested
----------------------------------------------------------------------------------------------------
Expense Summary: WFI Provided and Reimbursed to WFI by
Included TeleCorp
----------------------------------------------------------------------------------------------------
Architect and Engineering Services [***] [***]
----------------------------------------------------------------------------------------------------
Capital lease costs (if necessary) [***] [***]
----------------------------------------------------------------------------------------------------
Cellular Phones/Pagers [***] [***]
----------------------------------------------------------------------------------------------------
Cellular/Paging Service (project related) [***] [***]
----------------------------------------------------------------------------------------------------
Computer Software or other Electronic Media [***] [***]
----------------------------------------------------------------------------------------------------
Crane rental for drive testing [***] [***]
----------------------------------------------------------------------------------------------------
Construction Contractor for site construction [***] [***]
----------------------------------------------------------------------------------------------------
Database Generation and Maintenance [***] [***]
----------------------------------------------------------------------------------------------------
Easement Acquisition Costs (if necessary) [***] [***]
----------------------------------------------------------------------------------------------------
Environmental Site Assessment [***] [***]
----------------------------------------------------------------------------------------------------
Expert Testimony (if necessary) [***] [***]
----------------------------------------------------------------------------------------------------
Land-use attorney (if necessary) [***] [***]
----------------------------------------------------------------------------------------------------
Lease option payments [***] [***]
----------------------------------------------------------------------------------------------------
License & Permit Fees [***] [***]
----------------------------------------------------------------------------------------------------
Field Expenses (maps, deeds, film developing, etc.) [***] [***]
----------------------------------------------------------------------------------------------------
Formal Site Survey [***] [***]
----------------------------------------------------------------------------------------------------
Frequency Coordination Study (preliminary and final) [***] [***]
----------------------------------------------------------------------------------------------------
GIS/Mapping (as necessary) [***] [***]
----------------------------------------------------------------------------------------------------
Mechanical and Electrical Drawings [***] [***]
----------------------------------------------------------------------------------------------------
Vehicle Expenses (project related) [***] [***]
----------------------------------------------------------------------------------------------------
Laptop Computers (including Microsoft Office Suite [***] [***]
and Windows '95 or '98)
----------------------------------------------------------------------------------------------------
Office Rent, Furniture & Equipment [***] [***]
----------------------------------------------------------------------------------------------------
Office Supplies [***] [***]
----------------------------------------------------------------------------------------------------
CW Drive Test Equipment [***] [***]
----------------------------------------------------------------------------------------------------
Propagation Tools (software), terrain data bases [***] [***]
----------------------------------------------------------------------------------------------------
Propagation Tools (hardware - computer and plotter) [***] [***]
----------------------------------------------------------------------------------------------------
Overnight Mail (project related) [***] [***]
----------------------------------------------------------------------------------------------------
Photo Simulations (as necessary) [***] [***]
----------------------------------------------------------------------------------------------------
Soil Tests (geotechnical testing) [***] [***]
----------------------------------------------------------------------------------------------------
Structural Analysis [***] [***]
----------------------------------------------------------------------------------------------------
Telephone/FAX Service (local/long distance) [***] [***]
----------------------------------------------------------------------------------------------------
Title (property ownership verification) Report Cost [***] [***]
----------------------------------------------------------------------------------------------------
Tower Stress and Foundation Analysis [***] [***]
----------------------------------------------------------------------------------------------------
Travel and Living Expenses [***] [***]
----------------------------------------------------------------------------------------------------
Utilities [***] [***]
----------------------------------------------------------------------------------------------------
Warehouse Lease and Insurance Expense [***] [***]
----------------------------------------------------------------------------------------------------
Zoning/Filing/Permitting Fees [***] [***]
----------------------------------------------------------------------------------------------------
Page 78 of 90
*Confidential Treatment Requested
AMENDED AND RESTATED MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
WIRELESS FACILITIES, INC.
WORK ORDER FOR C-BLOCK MICROWAVE RELOCATION SERVICES
----------------------------------------------------
WORK ORDER NO.: 7
DATE: _________, 1999
You are hereby requested to provide the services set forth below ("the
Services") subject to the terms and conditions set forth herein and in
accordance with the provisions of the Amended and Restated Master Services
Agreement (the "Agreement") dated __________, 1999 by and between TeleCorp
Communications, Inc. and its operating affiliates ("Client") and Wireless
Facilities, Inc. and its affiliates ("WFI") and according to the following
terms:
1. ASSIGNMENT: Upon receiving a written notice from TeleCorp to proceed to
perform the indicated Services on specified microwave links, WFI shall
perform the applicable Services as described more specifically in Attachment
A.
2. SERVICES FEES AND REIMBURSEMENT OF EXPENSES: Client shall compensate WFI for
the Services at the fixed rates per Site as set forth in Attachment B, and
shall reimburse WFI for expenses in accordance with Attachment B.
3. INVOICING SCHEDULE: WFI shall invoice Client for Service Fees in accordance
with the schedule of Payment Milestones per Attachment B to this Work Order.
4. PAYMENT OF INVOICES: All invoices shall be due and payable by Client in
accordance with the terms set forth in Section IV of the Agreement.
5. COMMENCEMENT OF SERVICES: WFI shall initiate performance of the Services (in
accordance with the Deployment Schedule) immediately upon full execution of
this Work Order.
6. MASTER SERVICES AGREEMENT: This Work Order shall be appended to the
Agreement and is incorporated therein by reference. All of the terms and
conditions of the Agreement shall apply to the provision of Services
hereunder; however, in case of conflict, the terms of this Work Order shall
govern.
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
------------------------ -----------------------
Date: 10/12/99 Date: 10/6/99
------------------------ -----------------------
Page 79 of 90
ATTACHMENT A
------------
TO WORK ORDER FOR C-BLOCK MICROWAVE RELOCATION SERVICES
-------------------------------------------------------
Scope of Work
--------------
WFI, utilizing the Comsearch IQ Clear spectrum-sharing tool, procured and
provided by WFI, 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
WFI 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. WFI will
utilize the results of the analysis in performing the following steps as
required to complete assessment of interfering paths/incumbents identified in
spectrum sharing study including status and initial budgetary analysis for
each path.
2. SERVICE DESCRIPTION
a. SPECTRUM SHARING ANALYSIS
WFI 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 number of links, equipment and modulation type,
capacity, site names and locations for each path will be logged for use
during negotiations and relocation project management.
c. PATH PRIORITIZATION
WFI 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
WFI 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
WFI 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 WFI
will assess the
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incumbent's willingness to negotiate, identify strategic information,
and discuss preliminary relocation options.
f. ASSESSMENT OF PREVIOUSLY NEGOTIATED PATHS
WFI will attempt to obtain the terms and status of each relocation
agreement entered into between an incumbent and other PCS licensee(s).
WFI will attempt to obtain a copy of the agreement, provided that it is
not protected by a non-disclosure agreement. WFI will determine whether
the dates agreed upon in the relocation agreement meets TeleCorp's
requirements.
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
WFI 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
WFI will prepare Prior Coordination Notices (PCN(s)), mail PCNs to
incumbents and clearing houses, and coordinate responses and objections
to PCNs, as required.
k. DELIVERABLES
WFI will provide TeleCorp with periodic reports containing the following
information:
i. Copies of FCC licenses for each identified path;
ii. Comparable cost documentation;
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, WFI 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
WFI will identify the proper technical and negotiation contact for each
incumbent and send an introductory mailing packet containing general
information on microwave relocation and specific information about
TeleCorp and its proposed course of action.
b. NEGOTIATION PARAMETERS
WFI 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
WFI 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
WFI 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 WFI 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
WFI 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.
g. CONTRACT TEMPLATES
TeleCorp's inside counsel shall review and modify, as required, the
contract templates that WFI provides to TeleCorp. The parties agree that
these pre-approved contract templates are essential for enabling WFI to
conclude negotiations in an efficient and expedient manner.
h. FINALIZE RELOCATION TERMS
WFI will provide the proposed business terms to TeleCorp for approval.
i. FINALIZE RELOCATION AGREEMENT
Once TeleCorp has approved the business terms, WFI shall work with
TeleCorp's counsel to facilitate the negotiation and execution of the
final relocation agreement between TeleCorp and the incumbent.
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j. FREQUENCY COORDINATION
WFI will order frequency coordination. If required, WFI will prepare the
required FCC license applications for incumbent's signature and submit
such applications to the FCC.
k. DETAILED RELOCATION SYSTEM DESIGN
WFI 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
WFI 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
WFI will order any required tower and foundation analyses. WFI will
coordinate and program manage the entire process.
n. TOWER OPTIONS ANALYSIS
WFI 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.
o. LEASED FACILITIES
In the event that an incumbent transfers its operations to leased
facilities and requests TeleCorp's assistance in the transfer, WFI will
coordinate the transfer of the facilities to alternate leased by the
scheduled decommissioning date.
p. RELOCATION PLAN
WFI 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 installations requirements will include
testing, acceptance, and commissioning requirements.
q. INSTALLATION FEASIBILITY ANALYSIS
WFI, 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
WFI 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
WFI will monitor third party Suppliers' performance to encourage timely
completion of their obligations.
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t. DOCUMENTATION REVIEW
WFI will review "as built" 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
WFI will obtain final incumbent acceptance of equipment and facility
installation. WFI will work toward incumbent's satisfaction that the
contractual obligations by TeleCorp and its subcontractors (if
applicable) have been met.
v. FINAL COST DOCUMENTATION
WFI will provide TeleCorp with a final accounting of the costs incurred
to perform the turnkey relocation project.
w. MONITORING OF INCUMBENT'S PERFORMANCE OBLIGATIONS
For paths that resulted in a cash transaction between incumbent and
TeleCorp, WFI will monitor incumbent to encourage compliance with
contractual obligations and report such status to TeleCorp.
x. DECOMMISSIONING NOTIFICATION
WFI will notify TeleCorp of completion of the relocation and provide
TeleCorp with copies of FCC Form 415s and/or FCC licenses indicating
that the 2GHz frequencies have been removed and decommissioned.
4. DOCUMENTATION FOR MICROWAVE SERVICES
a. WFI 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, WFI 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
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vii. Equipment removal certification
c. WFI shall provide TeleCorp with copies of FCC Form 415s for
decommissioned paths.
Page 85 of 90
ATTACHMENT B
------------
TO WORK ORDER FOR C-BLOCK MICROWAVE RELOCATION SERVICES
-------------------------------------------------------
SCHEDULE OF SERVICES AND FEES
-----------------------------
---------------------------------------------------------------------------------------------------
SERVICE TYPE PRICE PER SERVICE PAYMENT MILESTONES AND TIMING OF INVOICE
---------------------------------------------------------------------------------------------------
Spectrum Sharing Analysis $[***] Full amount earned upon completion of
performed on IQ Clear Spectrum Sharing Analysis and delivery
of Relocation Budget Report
---------------------------------------------------------------------------------------------------
Negotiation and Program 1. [***]% of fee earned upon assignment
of path to WFI and initial incumbent
contact [***].
Management (1st path per $[***] 2. [***]% of fee earned upon incumbent's
incumbent) execution of microwave relocation
agreement
3. [***]% of fee earned upon completion
of relocation and filing with the FCC
Form 415 or equivalent.
*If paths are [***] to incumbent but
before [***] then WFI will earn [***]%
of [***] so that [***]% of [***]
Negotiation and Program
Management (each additional $[***]
path per incumbent)
---------------------------------------------------------------------------------------------------
Drive Test Frequencies (cost $[***] Invoiced monthly for completed number of
per frequency) frequencies.
---------------------------------------------------------------------------------------------------
PCN Filing (cost per market) $[***] Invoiced upon mailing of PCN
---------------------------------------------------------------------------------------------------
Cost Sharing Support (per $[***] 1. [***]% of fee earned upon [***]
path) 2. [***]% of fee earned upon completion
of [***]
---------------------------------------------------------------------------------------------------
All travel costs and travel-related expenses will be passed through to TeleCorp
without additional administrative fees.
WFI will perform Microwave Relocation / Negotiation Services as requested for
the C Block deployment in the following [***] markets, which are made up of
contiguous BTAs:
-----------------------------------------------------------------------------------------
MARKET BTAS
-----------------------------------------------------------------------------------------
[***] [***]
-----------------------------------------------------------------------------------------
[***] [***]
-----------------------------------------------------------------------------------------
[***] [***]
-----------------------------------------------------------------------------------------
[***] [***]
-----------------------------------------------------------------------------------------
* Confidential treatment requested
Page 86 of 90
AMENDED AND RESTATED MASTER SERVICES AGREEMENT
BETWEEN
TELECORP COMMUNICATIONS, INC.
AND
WIRELESS FACILITIES, INC.
WORK ORDER FOR FIXED NETWORK ENGINEERING SERVICES IN [***] MTA (PHASE II)
-------------------------------------------------------------------------
WORK ORDER NO.: 8
DATE: _________, 1999
You are hereby requested to provide the services set forth below ("the
Services") subject to the terms and conditions set forth herein and in
accordance with the provisions of the Amended and Restated Master Services
Agreement (the "Agreement") dated __________, 1999 by and between TeleCorp
Communications, Inc. and its operating affiliates ("Client") and Wireless
Facilities, Inc. and its affiliates ("WFI") and according to the following
terms:
1. ASSIGNMENT: The following illustrates the Services and specific tasks to be
performed by WFI:
[DESCRIPTION OF SERVICES AND TASKS - SEE ATTACHMENT A]
2. SERVICES FEES AND REIMBURSEMENT OF EXPENSES: Client shall compensate WFI for
the Services at the fixed rates per Site as set forth in Attachment B, and
shall reimburse WFI for expenses in accordance with Attachment B.
3. INVOICING SCHEDULE: WFI shall invoice Client for Service Fees in accordance
with the schedule of Payment Milestones per Attachment B to this Work Order.
4. PAYMENT OF INVOICES: All invoices shall be due and payable by Client in
accordance with the terms set forth in Section IV of the Agreement.
5. COMMENCEMENT OF SERVICES: WFI shall initiate performance of the Services (in
accordance with the Deployment Schedule) immediately upon full execution of
this Work Order.
6. MASTER SERVICES AGREEMENT: This Work Order shall be appended to the
Agreement and is incorporated therein by reference. All of the terms and
conditions of the Agreement shall apply to the provision of Services
hereunder; however, in case of conflict, the terms of this Work Order shall
govern.
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
------------------------ -----------------------
Date: 10/12/99 Date: 10/6/99
------------------------ -----------------------
Page 87 of 90
*Confidential Treatment Requested
