EXECUTION COPY
AGREEMENT
FOR
PROJECT AND CONSTRUCTION
MANAGEMENT SERVICES
BETWEEN
TRITEL COMMUNICATIONS, INC. AND TRITEL FINANCE, INC.
AND
XXXXXXX CORPORATION
CONFIDENTIAL
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TABLE OF CONTENTS
ARTICLE PAGE NO.
1.0 Project............................................................1
2.0 Contractor's Services..............................................1
3.0 Information and Items to be Furnished by Owner.....................3
4.0 Notice to Proceed and Time of Performance..........................4
5.0 Compensation and Payment...........................................4
6.0 Accounting of Costs................................................5
7.0 Changes and Extra Work.............................................5
8.0 Notice and Acceptance of Completion................................5
9.0 Responsibility of Contractor.......................................6
10.0 Insurance..........................................................8
11.0 Ownership of Plans and Title to Work...............................9
12.0 Force Majeure.....................................................12
13.0 Termination.......................................................12
14.0 Suspension of Services............................................13
15.0 Notices...........................................................13
16.0 Representative of the Parties.....................................14
17.0 Transfer of Ownership.............................................14
18.0 Assignment and Subcontracts.......................................15
19.0 Fair Operation of Agreement.......................................15
20.0 Dispute Resolution................................................15
21.0 Applicable Law....................................................16
22.0 Successors and Assigns............................................16
23.0 Severability......................................................16
24.0 Entire Agreement..................................................16
25.0 Disclosure........................................................17
ATTACHMENT A Scope of Services A-1
ATTACHMENT B Compensation B-1
ATTACHMENT C Description of Contractor Positions C-1
ATTACHMENT D Staffing Plan and Estimated ODCs D-1
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AGREEMENT
FOR
PROJECT AND CONSTRUCTION
MANAGEMENT SERVICES
THIS AGREEMENT ("Agreement") is entered into this 24th day of November, 1998, by
and between TRITEL COMMUNICATIONS, INC. and TRITEL FINANCE, INC. (jointly,
"Owner"), and XXXXXXX CORPORATION ("Contractor") but shall be effective as of
the date final approval by Owner's board(s) of directors is obtained. Owner
shall notify Contractor in writing promptly of the date that such final approval
is obtained and confirming the effective date of this Agreement. Contractor
agrees to furnish the skill and judgment specified in Paragraph 9.1 in
furthering the interests of Owner. Contractor agrees to furnish efficient
administration and management services as described in this Agreement and to
perform such services in an expeditious and economical manner consistent with
this Agreement and the best interests of Owner.
1.0 THE PROJECT
1.1 The project consists of the build-out of a Personal Communications System
incorporating PCS-sites and mobile switching centers (individually, an "MSC")
located in the States of Alabama, Georgia, Indiana, Kentucky, Louisiana,
Mississippi and Tennessee, in the United States of America. As used herein, the
term "Project" or PCS System" shall mean only those areas of the project
described above that are assigned to Contractor by Owner.
1.2 The Project will be described more particularly in the drawings, plans and
specifications to be prepared by Contractor or by other retained design
professionals (whose services will be procured as provided in this Agreement)
and approved by Owner under this Agreement.
2.0 CONTRACTOR'S SERVICES
2.1 Contractor will perform, or cause to be performed, the services (hereinafter
referred to as the "Services") generally described below which are more fully
described in Attachment A ("Scope of Services"), attached hereto and made a part
hereof, and the Services shall be performed by Contractor with respect to such
PCS-sites and MSC locations as are assigned by Owner to Contractor. Contractor
shall perform the Services in accordance with the standard set forth in
Paragraph 9.1, in compliance with all local, city, county, state and federal
laws, rules, regulations, statutes and ordinances now in effect or hereafter
enacted, and in compliance with Owner's instructions issued from time to time
(to the extent not inconsistent with the preceding standards). Contractor shall
use reasonable good faith efforts to minimize turnover of Project personnel.
2.2 Contractor will provide the overall coordination and administration for the
Project as described in the Scope of Services, including, but not limited to:
2.2.1 providing a preliminary assessment of the Project budget taking into
account the activities contemplated for the Project;
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2.2.2 consulting with any design professionals and Owner concerning the Project
and development of Project plans, drawings and specifications;
2.2.3 providing recommendations on construction feasibility, actions designed to
minimize adverse effects of labor or material shortages, time requirements for
procurement, installation and construction completion, and factors related to
construction costs including estimates of alternate designs or materials; and
providing preliminary budgets and possible economies and budgets detailing
Contractor's anticipated man hours and expenses for the Project on a per
PCS-site and MSC basis;
2.2.4 preparing and periodically updating Project schedules for Owner's
approval, such schedules coordinated and integrated with all equipment, services
and activities provided by others in connection with the Project;
2.2.5 developing and recommending milestone completion dates for the Project;
2.2.6 recommending to Owner phases and timing of issuance of drawings and
specifications to facilitate phased construction of the work taking into
consideration such factors as economies, time of performance, availability of
labor and materials and provisions for temporary facilities;
2.2.7 providing contract administration services, including preparing Owner's
construction documents (such as bid packages and contracts) for the Project for
Owner's approval;
2.2.8 identifying and recommending possible contractors, including suppliers of
materials and equipment for approval and signing by Owner;
2.2.9 recommending to Owner a schedule of procurement for long-lead time items
which constitute part of the work as required to meet the Project schedules;
2.2.10 providing monthly (or such other interval as may be approved by Owner)
written reports to Owner on the progress of the Project to include problems
encountered or other similar relevant data as to all sites for the Project as
Owner may reasonably require;
2.2.11 developing systems of cost control for the Project, including regular
monitoring of actual costs for activities in progress and estimates for
uncompleted tasks and proposed changes;and
2.2.12 administering and coordinating Owner's design professionals, contractors
and suppliers and any other persons performing any work or supplying any
materials for the Project.
2.3 Contractor shall perform the Services as an agent of Owner. Regarding such
capacity as an agent of Owner, upon request Owner shall confirm to third parties
Contractor's authorization to so act for and on behalf of Owner.
2.4 Nothing in this Agreement is intended or shall be construed to constitute
Owner, or any of its employees, agents or contractors, as an employee, agent or
partner of Contractor, nor shall Owner, or any of its employees, agents or
contractors have, authority to bind Contractor in any respect except as may be
provided by written agreement.
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2.5 Contractor's employees, agents and subcontractors shall not be treated as
employees of Owner for any purpose including, but not limited to, federal or
state tax purposes. Contractor shall be solely responsible for the filing of all
tax returns required by law to be filed by Contractor relating to its
performance of the Services, and the payment of all contributions, payments and
taxes, required by law to be filed or paid by Contractor relating to the
performance of the Services by Contractor and its employees, agents and
subcontractors.
3.0 INFORMATION AND ITEMS TO BE FURNISHED BY OWNER
3.1 Owner shall furnish to Contractor in a timely manner available data and
other information to provide the basis upon which Contractor shall perform the
Services. Contractor warrants that it has sufficient data and other information
to commence performance of the Services on the effective date of this Agreement.
3.2 Upon receipt of documents, reports, plans or data from Contractor for
approval, Owner will promptly (and in any event within fifteen (15) days of
their receipt) either approve or disapprove, or furnish other written
instructions to Contractor with respect to said documents, reports, plans or
data. If Owner's written approval or disapproval or other written instruction is
not furnished to Contractor within such fifteen (15) day period, such documents,
reports, plans or data will be deemed to be approved.
3.3 Owner shall furnish sites for the Project and, subject to applicable advance
notice requirements existing in favor of any third parties, shall furnish to
Contractor and Owner's contractors unobstructed access to the sites and all
other locations involved in the performance of the Services.
3.4 Solely with respect to Owner's main Project office in Xxxxxxx and regional
Project offices covering areas assigned to Contractor, Owner shall furnish as
reasonably necessary for Contractor's performance of Services the following
items which shall be of substantially comparable kind and quality to those
furnished by Owner to its employees: office space; office equipment; computers;
phone systems; communications networks and connectivity to Contractor's support
offices; and office supplies. Upon the termination or expiration of this
Agreement, Contractor shall return such items to Owner undamaged (taking into
account normal wear and tear).
3.5 Owner and Contractor will establish the general terms and conditions,
including warranties, to be incorporated into all bid packages, contracts, and
purchase orders entered into by Owner for the Project. With respect to any
contracts with others relating to the Project and entered into after the
execution of this Agreement, Owner agrees that Contractor shall be designated as
Owner's agent and that all indemnity, all release and all hold harmless
agreements contained in such contracts and purchase orders whereby the
contractor or supplier agrees to indemnify, release or hold Owner harmless shall
be extended to protect Contractor.
3.6 Owner shall make direct commitments for all services, machinery, equipment,
materials and supplies required for incorporation into the Project or for use in
construction thereof and for the performance of all construction and other work,
and shall make payments directly for such
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commitments; provided that Contractor shall provide the accounting and
controller management services set forth in Attachment A.
3.7 Owner shall furnish or secure the information, items and approvals required
to be furnished or secured by it at such times and in such manner as may be
reasonably required for the expeditious and orderly performance of the Services
by Contractor.
4.0 NOTICE TO PROCEED AND TIME OF PERFORMANCE
4.1 Contractor shall commence the performance of its Services upon the effective
date of this Agreement, which date shall be deemed the date of Notice to
Proceed.
4.2 Subject to the termination provisions of Article 13.0 (Termination), the
term of this Agreement is two (2) years from the effective date of this
Agreement but may, subject to Article 7.0 (Changes and Extra Work), be extended
by mutual agreement of the parties.
5.0 COMPENSATION AND PAYMENT
5.1 For the performance of the Services, Owner agrees to pay Contractor, in the
manner and at the times specified, the Compensation consisting of Hourly Unit
Rate Payments and Other Direct Costs (jointly, "Compensation"), and make
available the amounts needed for Owner to pay the Owner Costs, as such terms are
defined in Attachment B, attached hereto and by this reference made a part
hereof
5.2 In addition, promptly after the effective date of this Agreement, Contractor
shall invoice Owner for any remaining amounts due for work performed by
Contractor under the Letter of Intent between Owner and Contractor dated August
10, 1998, as amended. Owner shall pay Contractor such invoiced amounts within
thirty (30) days after receipt of the invoice.
5.3 Any amounts due and remaining unpaid after the due date shall accrue
interest, commencing on the day after the due date and compounded for each day
thereafter until the date paid, at the rate equal to [CONFIDENTIAL TREATMENT
REQUESTED] above the prime lending rate quoted to substantial and responsible
commercial borrowers on ninety-day loans by the Xxxxxx Guarantee Trust Company,
New York, on each day such interest accrues.
5.4 Any terms or conditions set forth on any invoice which are inconsistent with
or in addition to the terms and conditions set forth in this Agreement shall be
of no effect. Each invoice for Compensation shall include the following
information: first, in support of the Hourly Unit Rate Payments, the name and
position of Contractor's employees that have performed Services during the
period covered by the invoice, the number of hours worked by each such employee
during that same period, the Hourly Unit Rate applicable to each such employee
and the total amount payable to Contractor for Hourly Unit Rate Payments;
second, in support of the Other Direct Costs, the total amount owed for the
Other Direct Costs during the period covered by the invoice, a description of
the type of Other Direct Costs included in the invoice, a breakdown on a
market-by-market basis of where the Other Direct Costs were incurred, and
receipts to support any Other Direct Costs in excess of twenty-five dollars; and
third, in support of the Owner Costs, the relevant invoices of Owner's
contractors and suppliers.
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6.0 ACCOUNTING OF COSTS
6.1 Contractor shall maintain books and accounts of the time expended by its
personnel and of the Other Direct Costs in accordance with generally accepted
accounting principles and practices consistently applied. Owner, during
Contractor's normal business hours for the duration of this Agreement and for a
period of three (3) years after the completion of the Services, shall have
access to these books and accounts to the extent required to verify the hours
charged for which Hourly Unit Rate Payments were received and the Other Direct
Costs (excluding the development of established or standard allowances and
rates) incurred hereunder. A copy of all records relating to the payments made
out of the Owner's Zero Balance Operating Account shall be turned over to Owner
at the conclusion of the Project.
7.0 CHANGES AND EXTRA WORK
7.1 Owner may require or approve changes within the general scope of
Contractor's Services hereunder by a written Change Order, or may request extra
work to be mutually agreed upon.
7.2 In the event any such change causes an increase or decrease in the time for
performing Contractor's Services, the parties shall agree upon an equitable
adjustment of the schedule obligations to the extent they are affected by such
change. Contractor's staffing plan that is mutually agreed upon in accordance
with and for the purposes described in Paragraph I a of Attachment B and the
determination of the applicable Hourly Unit Rate Payments under that Paragraph
shall also be subject to an equitable adjustment to the extent affected by any
such scope change or by any changed circumstances outside of Contractor's
control, including Force Majeure events, changes in law, and Owner's delay in
performing its obligations hereunder.
7.3 Owner reserves the right to direct Contractor to reduce the number of
Contractor's personnel assigned to the Project at any time upon thirty (30) days
prior written notice to Contractor of such reduction. Further, Owner reserves
the right to reduce the number of PCS-sites and/or MSCs assigned to Contractor
at any time. Any such reductions shall be without penalty to Owner.
8.0 NOTICE AND ACCEPTANCE OF COMPLETION
8.1 Upon completion of Services in connection with a particular PCS-site or MSC,
Contractor may, and upon completion of the Services for the Project, Contractor
shall, notify Owner in writing of the date of said completion and request
confirmation thereof by Owner. Upon receipt of such notice, Owner shall confirm
to Contractor in writing that the Services referred to in such notice were
completed on the date indicated in such notice, or provide Contractor with a
written listing of the Services not completed.
8.2 If Owner does not respond to Contractor's initial notice of completion
within thirty (30) days, Contractor shall provide Owner with a second notice of
completion. Any Services included in Contractor's second notice to Owner and not
listed by Owner as incomplete in a listing delivered to Contractor within
fifteen (15) days of receipt of said second notice, shall be deemed complete and
accepted by Owner.
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8.3 With respect to Services listed by Owner as incomplete, Contractor shall
complete such Services and the above acceptance procedure shall be repeated.
8.4 In the event Owner does not respond to Contractor's second notice within
fifteen (15) days after receipt of any such second notice, the Services included
in such second notice shall be deemed complete and accepted by Owner.
9.0 RESPONSIBILITY OF CONTRACTOR
9.1 Contractor will perform its Services, with that degree of skill and judgment
that is normally exercised by recognized international professional engineering,
construction and construction management firms with respect to services of a
similar nature. Contractor shall reperform at its expense any professional
services which are (a) deficient because of Contractor's failure to perform any
such Services in accordance with the above standard, and (b) reported in writing
to Contractor within a reasonable time, not to exceed thirty (30) days, after
the discovery thereof, but in no event later than the first to occur of (i)
twenty-four (24) months after the completion and acceptance of the applicable
Services, and (ii) one (1) year after the assigned PCS-site or MSC location to
which the Services apply has been placed in commercial service. Except as set
forth above in this Paragraph 9.1, Contractor's responsibility hereunder with
respect to each individual PCS-site and MSC location shall terminate upon the
completion and acceptance of Services with respect to such PCS-site or MSC
location. The warranty set forth in this Paragraph 9.1 is the sole and exclusive
warranty of Contractor in connection with the Services and Contractor hereby
disclaims and Owner waives any other express, implied or statutory warranties,
including warranties of merchantability or fitness for a particular purpose.
9.2 Owner acknowledges that the work required to complete the Project shall
require the involvement and assistance of other professionals and service
companies ("Independent Contractors") which shall include but not be limited to
architects, RF and civil engineers, site acquisition consultants, environmental
consultants, geotechnical firms, surveyors, graphic artists, and construction
crews. Contractor shall make reasonable efforts to locate and interview
Independent Contractors as agent for Owner. Privity of contract shall exist only
between Owner and the Independent Contractors with respect to the services to be
performed by the Independent Contractors pursuant to express written agreements
that are executed by Owner and such Independent Contractors. Owner shall grant
or deny approval of any Independent Contractor recommended by Contractor and may
terminate the services of an Independent Contractor for good cause or otherwise
upon appropriate notice to the Independent Contractor. Contractor shall
coordinate and manage the services of the Independent Contractors as agent for
Owner, subject to any limitations on Contractor's authority mutually agreed by
the parties . Owner shall be solely responsible for the payment of invoices
submitted by the Independent Contractors; provided that Contractor shall provide
the accounting and controller management services set forth in Attachment A.
Owner shall indemnify Contractor from any and all claims, losses, costs or
expenses associated with the services provided by the Independent Contractors,
except to the extent that the same arise from the failure of Contractor to
coordinate, monitor and manage the services of the Independent Contractors or
otherwise perform the Services as required by this Agreement.
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9.3 In conjunction with meeting Contractor's obligations as set forth in
Attachment A hereto, Contractor shall be responsible for inspecting the work of
Independent Contractors and/or their subcontractors on the construction sites
from time to time or as directed by Owner to monitor compliance by such
Independent Contractors with their contractual responsibilities to Owner. With
regard to work quality and safety, Contractor's obligations are to report any
deficiencies or instances of noncompliance by such Independent Contractors to
Owner and to make recommendations on how to remedy such deficiencies or such
noncompliance, recognizing that Contractor is providing project management
services and that Owner will look to the Independent Contractors to remedy any
deficiencies in their work quality and for implementation of the safety
programs. With respect thereto, Contractor shall be responsible for inspecting
from time to time construction means, methods, techniques, sequences,
procedures, or safety precautions and programs implemented by such Independent
Contractors in connection with the Project in order to monitor compliance by
such Independent Contractors and/or their subcontractors with all construction
specifications and their related contractual obligations to Owner, including
compliance with federal, state, or local laws, regulations and codes as they
pertain to the actual construction work.
9.4 Except for any liabilities arising under the third-party indemnity set forth
in Paragraph 9.7, in no event shall Contractor's liability to Owner, however
caused, exceed in the cumulative aggregate an amount equal to $ 10,000,000 (Ten
Million Dollars), and Owner hereby releases Contractor from any liability in
excess thereof.
9.5 Owner's and Contractor's remedies specified in this Agreement are the sole
and exclusive remedies of either party for liabilities arising out of or in
connection with this Agreement.
9.6 Except for Contractor's obligations set forth in Paragraph 3.4, Contractor's
liability for loss of or damage to the Project or other property of Owner or in
the custody of Owner (including any leased property) shall be limited to those
payments made on Contractor's behalf by the insurers affording the insurance
described in Paragraph 10.2, and Owner hereby releases and agrees to indemnify
Contractor from any loss, damage or expense in excess of those payments.
9.7 Contractor agrees to indemnify, defend and hold harmless Owner and its
directors, officers, partners, agents and employees from and against any
third-party claims for personal injury to or death of persons and for loss of or
damage to third-party property (including reasonable attorneys' fees and
expenses) to the extent resulting from or arising out of the negligence or
willful misconduct of Contractor. Contractor shall not be required to indemnify
Owner for any act or omission of Contractor which is done at the express
direction of Owner, except to the extent that Contractor acts (or fails to act)
in a negligent manner in carrying out Owner's instructions.
9.8 In no event shall either party, it officers, agents or employees or its
subcontractors, or contractors or suppliers of any tier providing equipment,
materials or services for the Project be liable to the other party for
consequential loss or damage, including, but not limited to, loss of use, loss
of profit or loss of revenue, and each party hereby releases the other party,
its respective
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officers, agents, employees, subcontractors, contractors and suppliers from and
against such liability.
9.9 The releases from liability and limitations on liability expressed in this
Agreement shall apply even in the event of the fault, negligence in whole or in
part, strict liability, breach of contract or otherwise, of the party released
or whose liability is limited and shall extend to the subcontractors and related
entities of such party and its and their directors, officers and employees.
10.0 INSURANCE
10.1 Contractor Insurance
Contractor has in force and will maintain during the performance of the
Services, the following insurance:
10.1.1 Workers' Compensation covering Contractor's employees, and Employers'
Liability Insurance as required by applicable law but in no event with a limit
of less than $ 1,000,000 per occurrence and in the aggregate .
10.1.2 Automobile Bodily Injury and Property Damage Liability Insurance covering
all owned, non-owned or hired by Contractor automobiles or automotive equipment,
with limits as follows:
Bodily Injury and Property Damage: $2,000,000 combined single limit each
occurrence
10.1.3 Comprehensive Crime coverage with limits of $10,000,000 per occurrence.
10.1.4 Owner, Airwave Communications, LLC and Digital PCS, LLC shall be named as
an additional insureds under the insurance required by Paragraph 10.1.2, and
Contractor shall furnish Owner a certificate evidencing each such policy of
insurance in Paragraph 10.1 which shall also include a waiver of subrogation in
favor of Owner, Airwave Communications, LLC and Digital PCS, LLC. Such policies
shall provide that written notice shall be given to Owner and each other
additional insured thirty (30) days prior to cancellation or material change of
any protection which said policies provide for Owner and each other additional
insured.
10.2 Owner's Project Insurance
Prior to commencement of Services at the Project sites, Owner shall take out,
carry and maintain, during the performance of the Services and for such
additional period as hereinafter specified, the following Project Insurance
covering Owner, Contractor and all contractors and subcontractors of every tier
as Named Insureds. Such insurance shall include a waiver of subrogation in favor
of all Named Insureds.
10.2.1 Third-Party Losses and Damages
Comprehensive Bodily and Personal Injury and Property Damage Liability
Insurance, including contractual Broad Form Property Damage Cover and completed
operations coverage, but
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excluding coverage for automobile liability and automobile physical damage which
should be insured by each contractor and subcontractor. The policy limit will be
a combined single limit for Personal Injury and Property Damage of not less than
$ 10,000,000 each occurrence, with a cross-liability or severability of interest
clause, and covering against liabilities arising out of or in any way connected
with the Project, including personal injury claims against any insured by
employees of any other insured. Such insurance shall state that it is primary
and that any other insurance carried by the Named Insureds shall be specific
excess and not contributing therewith. This insurance shall not contain any
exclusion which denies coverage because liability for injuries to persons or
damage to property arising out of the preparation of maps, plans, designs,
specifications, or the performance of inspection services or out of any other
Services to be performed by Contractor under this Agreement. This insurance
shall not cover bodily injury or disease to Contractor's employees otherwise
covered under the Workers' Compensation coverage required in Paragraph 10.1.1.
This insurance shall be maintained in force until three (3) years after
acceptance or termination of the Services.
10.2.2 Builder's Risk or Course of Construction Insurance
Builder's Risk or Course of Construction Insurance, insuring on an "All Risks"
basis with a limit of not less than the full insurable replacement cost of the
Project, subject to reasonable and customary deductible amounts as selected by
Owner, and covering the Project and all materials and equipment to be
incorporated therein, including property in transit, in storage or elsewhere.
Such insurance shall state that it is primary, shall include coverage for
physical damage resulting in any way from the Services, including physical loss
or damage resulting from design error, faulty workmanship or defective
materials, and shall include an insurer's waiver of subrogation or right of
recourse in favor of each Named Insured thereunder. Furthermore, such insurance
shall remain in effect until the entire Project is completed and accepted by
Owner.
10.3 Special Provisions
Owner shall furnish Contractor a certificate evidencing each such policy of
insurance or, upon Contractor's request, a copy of each policy of insurance
required by Paragraph 10.2. Such policies shall provide that written notice
shall be given to Contractor thirty (30) days prior to cancellation or material
change of any protection which said policies provide for Contractor.
10.4 Insurance by Others
In the event Owner elects to cause any of the insurance described in Paragraph
10.2 to be carried by a party other than Owner or Contractor, Owner hereby
agrees to cause such other party to arrange the insurance as herein provided.
11.0 OWNERSHIP OF PLANS, TITLE TO WORK AND CONFIDENTIAL INFORMATION
11.1 All drawings, plans, specifications, findings and reports, developed by
Contractor under this Agreement shall become the exclusive property of Owner for
unrestricted use by Owner. All such drawings, plans and specifications shall at
Owner's request be delivered to Owner upon completion of such Services, but
Contractor may retain and use copies thereof and the
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information contained therein for internal purposes, and shall at all times
retain the copyright to its copyrightable work product, provided, however,
Contractor hereby grants Owner a perpetual license to use any such
copyrighted/copyrightable work product.
11.2 All portions of the Project completed or in the course of construction at
the job sites shall be the sole property of Owner, and the title to such
materials, equipment and supplies, the costs of which are Other Direct Costs,
shall pass immediately to and vest in Owner upon the happening of any event by
which title passes from the vendor or supplier thereof.
11.3 As used in this Agreement, "Confidential Information" means all information
of either party that is not generally known to the public, whether of a
technical, business or other nature (including, without limitation, trade
secrets, know-how and information relating to the technology, customers,
business plans, promotional and marketing activities, finances and other
business affairs of such party), that is disclosed by one party (the "Disclosing
Party") to the other party (the "Receiving Party") and that is marked or
otherwise designated in writing as confidential. Confidential Information may be
contained in tangible materials, such as drawings, models, data, specifications,
reports, compilations and computer programs, or may be in the nature of
unwritten knowledge. In addition, Confidential Information includes all
information that the nondisclosing party may obtain by walk-through examination
of the Disclosing Party's premises, or concerning the existence, progress and
contents of the discussions between the parties to the extent the disclosure of
such information to unauthorized third persons could reasonably be expected to
materially adversely affect the Owner's interests. For purposes of this
Agreement but without limiting the scope of the definition of Confidential
Information, the number, location, configuration and status of all proposed
sites in the PCS System and any associated financial information, as well as the
timetable and operational status of the PCS System itself, shall be deemed to be
Confidential Information of Owner.
11.4 The Receiving Party, except as expressly provided in this Agreement, shall
not disclose Confidential Information to anyone without the Disclosing Party's
prior written consent. The Receiving Party may disclose Confidential Information
to third parties providing services or goods in connection with the Project to
the extent necessary for such third party to perform its work. The Receiving
Party will not use, or permit others to use, Confidential Information for any
purpose other than performing their obligations under this Agreement or, if to a
third party performing work in connection with the Project, then under such
third party's Project agreement. The Receiving Party will take all reasonable
measures to avoid disclosure, dissemination or unauthorized use of Confidential
Information, including at a minimum those measures it takes to protect its own
Confidential Information of a similar nature.
11.5 The provisions of Paragraph 11.4 will not apply to any information that (i)
is or becomes publicly available without breach of this Agreement; (ii) can be
shown by documentation to have been known to the Receiving Party at the time of
its receipt from the Disclosing Party, (iii) can be shown by documentation to
have been independently developed by the Receiving Party without reference to
any Confidential Information, or (iv) was received by the Receiving Party from a
third party either not subject to a confidentiality obligation or not otherwise
prohibited from transmitting the information to the Receiving Party.
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11.6 The Receiving Party shall restrict the possession, knowledge, development
and use of Confidential Information to its employees, agents, subcontractors and
entities controlled by it or under common control with it (collectively,
"Personnel") who have a need to know such Confidential Information in connection
with the purposes set forth in this Agreement. The Receiving Party's Personnel
shall have access only to the Confidential Information they need for such
purposes. The Receiving Party shall ensure that its Personnel comply with this
Agreement.
11.7 If the Receiving Party becomes legally obligated to disclose Confidential
Information by any governmental entity with jurisdiction over it, the Receiving
Party shall give the Disclosing Party prompt written notice sufficient to allow
the Disclosing Party to seek a protective order or other appropriate remedy. The
Receiving Party shall disclose only such information as is legally required and
will use its reasonable best efforts to obtain confidential treatment for any
Confidential Information that is so disclosed.
11.8 All Confidential Information shall remain the exclusive property of the
Disclosing Party, and the Receiving Party shall have no rights, by license or
otherwise, to use the Confidential Information except as expressly provided
herein.
11.9 The Receiving Party acknowledges (1) that the use, misappropriation or
disclosure of the Confidential Information in a manner inconsistent with this
Article 11.0 would cause irreparable injury to the Disclosing Party, (ii) that
all such Confidential Information is the property of the Disclosing Party and
(iii) that it is essential to the protection of the Disclosing Party's goodwill
and to the maintenance of the Disclosing Party's competitive position that the
Confidential Information be kept secret and that the Confidential Information
not be disclosed by the Receiving Party to others or used by the Receiving Party
to the Receiving Party's own advantage or the advantage of others, except as
permitted herein. The Receiving Party further acknowledges that the Receiving
Party's agreement to the provisions of this. Article 11.0 and the enforceability
of such provisions against the Receiving Party are an essential element of this
Agreement and that, absent such provisions and the enforceability thereof, the
Disclosing Party would neither (a) enter into this Agreement nor (b) permit the
Receiving Party access to and use of Confidential Information.
11.10 Each party acknowledges that the provisions of this Article 11.0 of this
Agreement are material to the other party, that the other party would not have
entered into this Agreement if it did not include Article 11.0, and that the
damages sustained by the other party as a result of a breach of this Article
cannot be adequately remedied by damages at law. Each party therefore agrees
that the other party, notwithstanding any other provision of this Agreement and
in addition to any other remedy it may have at law, shall be entitled to
injunctive and any other equitable relief to prevent or curtail any breach of
this Article.
11.11 The provisions of this Article 11.0 shall survive expiration or
termination of this Agreement and shall remain binding for a period of three
years from the termination or expiration of this Agreement.
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12.0 FORCE MAJEURE
12.1 Neither party hereto shall be considered in default in the performance of
its obligations hereunder to the extent that the performance of any such
obligation, except the obligation for payment of money, is prevented or delayed
by any cause, existing or future, which is beyond the reasonable control of the
affected party, or by a strike, lockout or other labor difficulty, the
settlement of which shall be within the sole discretion of the party involved
(individually or in the aggregate, a "Force Majeure").
12.2 Each party hereto shall give notice promptly to the other of the nature and
extent of any Force Majeure claimed to delay, hinder or prevent performance of
the Services under this Agreement. In the event either party is prevented or
delayed in the performance of its obligations by reason of such Force Majeure,
the parties shall meet and agree upon an equitable adjustment of the schedule
obligations and other affected provisions of this Agreement.
13.0 TERMINATION
13.1 Owner may for its convenience terminate Contractor's Services at any time
by giving Contractor thirty (30) days prior written notice of such termination,
whereupon Contractor shall:
13.1.1 Stop the performance of Services terminated hereunder except as maybe
necessary to carry out such termination;
13.1.2 Terminate, to the extent possible and at Owner's request, outstanding
contracts, subcontracts or purchase orders relating to the Services terminated;
and
13.1.3 Take any other action toward termination of Services which Owner may
reasonably direct.
13.2 This Agreement may be terminated by either party hereto by written notice
to the other party at any time upon a material breach by the other party of any
of the provisions of this Agreement and the breaching party's failure to cure
such breach within thirty (30) days, or such longer period as the parties may
mutually agree to in writing, after its receipt of written notice thereof from
the non-breaching party.
13.3 Should Owner elect to terminate this Agreement for cause under Paragraph
13.2, Contractor will be required to apprise replacement personnel of all
aspects of the Project for a period of thirty (30) days from the effective date
of the termination and shall promptly turn over all documentation prepared in
conjunction with or pertaining to the Project that is the property of Owner.
Should Owner elect to terminate this Agreement for convenience under Paragraph
13.1, Contractor will be required to apprise Owner's replacement personnel (and
not any personnel of a replacement contractor) of all aspects of the Project for
a period of thirty (30) days from the effective date of the termination and
shall promptly turnover all documentation prepared in conjunction with or
pertaining to the Project that is the property of Owner.
13.4 Upon termination or expiration of this Agreement, Contractor (or its
representatives) shall promptly submit to Owner an invoice covering all unbilled
Compensation and Other Direct Costs, if any, earned or incurred to the date of
termination or expiration together with an estimate
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of the Compensation and Other Direct Costs, if any, that would be chargeable to
Owner if any particular services for work then in progress were to be completed
by Contractor. Upon request by Owner (but not otherwise) Contractor shall
complete such work in progress, including any work required under Paragraph
13.3, as Owner shall designate, and this Agreement shall in such case be deemed
extended with respect to such work only until such work is completed and paid
for. Owner shall pay Contractor for any Services performed up to and including
the date of termination in accordance with Attachment B, including Hourly Unit
Rate Payments and Other Direct Costs reasonably incurred in carrying out the
termination and in performing the obligations set forth in Paragraph 13.1 and
13.3. Contractor shall use reasonable efforts to minimize the amounts payable
hereunder.
14.0 SUSPENSION OF SERVICES
14.1 Owner may suspend the performance of Contractor's Services hereunder in
whole or in part, at any time and from time to time upon thirty (30) days prior
written notice of such suspension. Thereafter, Contractor shall resume the full
performance of the Services when directed to do so by reasonable notice from
Owner.
14.2 In the event of suspension of the performance of the Services at Owner's
request, Contractor shall be entitled to Hourly Unit Rate Payments for Services
performed to carry out the suspension and in reactivating the Services after the
suspension and for Bechtel personnel that Owner requests Contractor to maintain
on standby for the Project. In addition, Contractor shall be entitled to
reimbursement for Other Direct Costs reasonably incurred by Contractor in
suspending the Services and during the period of suspension , and in
reactivating the Services after the end of the suspension period to the extent
that such additional costs are incurred. Owner shall specify in its suspension
notice the anticipated duration of such suspension and its instructions
concerning Contractor's maintaining personnel on standby for the Project. If
Owner does not request personnel to remain on standby, Contractor may reassign
personnel as a result of any suspension of Services hereunder. Contractor will
use reasonable efforts to minimize the amounts payable hereunder. In addition,
Contractor shall be entitled to an equitable adjustment of the schedule
obligations upon any suspension.
14.3 In the event any suspension of the Services exceeds a reasonable time (not
to exceed sixty (60) days in the aggregate), Contractor may terminate its
obligation to perform the Services, without thereby being in default and without
prejudice to any of its rights or remedies under this Agreement, by so notifying
Owner in writing, and any such termination shall be treated as if Owner
terminated for convenience under Article 13.0.
14.4 Contractor may suspend or terminate for cause its obligation to perform the
Services if Owner fails to honor any of the payment provisions for two (2)
successive months. In the event of a suspension under this Paragraph 14.4, the
provisions of Article 14.0 shall apply as if it were an Owner suspension.
15.0 NOTICES
15.1 All notices or other communications hereunder shall be in writing and shall
be given (and shall be deemed to have been duly given upon receipt) by delivery
in person, by facsimile
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transmission, or by registered or certified mail (return receipt requested),
postage prepaid, addressed as follows (or to such other address for a party as
shall be specified by like notice; provided that notice of a change of address
shall be effective only upon receipt thereof):
To Owner:
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000-0000
Attn: Mr. Xxxxx Xxxxx
Fax: (000) 000-0000
With a copy to:
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000-0000
Attn: Xx. Xxxxx X. Xxxxxxxx, Xx.
Fax: (000) 000-0000
To Contractor:
000X Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xx. Xxxx Xxxxx
Fax: (000) 000-0000
With a copy to:
0000 Xxxx Xxx Xxxxxxxxx
Xxxxxxx, XX 00000-0000
Attn: Xx. Xxxxxx Xxxxx
Fax: (000) 000-0000
16.0 REPRESENTATIVE OF THE PARTIES
16.1 Contractor and Owner each hereby appoint the representative designated
below who will be authorized and empowered to act for, and on behalf of, each on
matters within the terms of this Agreement:
Owner's Representative: Xxxxx Xxxxx
Contractor's Representative: Xxxx Xxxxx
This appointment will remain in full force and effect until written notice of
substitution is delivered to the other party.
17.0 TRANSFER OF OWNERSHIP
17.1 Owner represents either that it is the sole Owner of the Project or that it
is authorized to bind and does bind all owners of the Project to the releases
and limitations of liability set forth in this Agreement. Owner may request
Contractor to perform any portion of the Services for the benefit of an
affiliate or subsidiary and in such case, Contractor shall perform the Services
for the benefit of such related entity and Owner shall obtain such related
entity's agreement in writing to be bound by such releases and limitations of
liability such that the total aggregate
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liability of Contractor to Owner and such related entities shall not exceed the
limits of liability set forth in this Agreement.
17.2 Owner agrees that it shall obtain from any direct transferee of Owner's
interest in the Project such transferee's agreement in writing that it will be
bound by such releases and limitations of liability such that the total
aggregate liability of Contractor to Owner and such transferees shall not exceed
the limits of liability set forth in this Agreement.
18.0 ASSIGNMENT AND SUBCONTRACTS
18.1 This Agreement shall not be assigned by either party without the prior
written approval of the other, which approval shall not be unreasonably
withheld. In the event Owner sells its assets in conjunction with an assignment
of Owner's Federal Communication Commission licenses for the PCS System or any
subpart thereof, then Owner may assign the warranty in this Agreement to the
buyer without Contractor's approval.
18.2 Except as set forth below in this Paragraph 18.2, Contractor may not
subcontract its Services or any portion thereof without the prior written
approval of the Owner. Contractor may subcontract portions of the Services to
entities controlled by it or under common control with it without the prior
written approval of Owner. Contractor hereby guarantees to Owner that such
entities will comply with the responsibilities and liabilities herein assumed by
Contractor, and Owner may hold Contractor responsible for any failure to so
comply. Contractor agrees that Owner will incur no duplication of costs or
increased taxes resulting from any such subcontract and shall indemnify and hold
Owner harmless from any such costs or taxes. Owner agrees that the limitations
on Contractor's liability set forth in this Agreement constitute the aggregate
limit of liability of Contractor and its related entities under this Agreement.
19.0 FAIR OPERATION OF AGREEMENT
19.1 In entering into this Agreement, Owner and Contractor recognize that it is
impracticable to make provision for every contingency which may arise during the
life of this Agreement. Owner and Contractor concur in the principle that this
Agreement shall operate between them with fairness and if, in the course of the
performance of this Agreement, an infringement of this principle is anticipated
or disclosed, then Owner and Contractor shall promptly consult together in good
faith in an endeavor to agree upon such action as may be necessary to remove the
cause or causes of such infringement.
20.0 DISPUTE RESOLUTION
20.1 Each party agrees to attempt in good faith to resolve any controversy,
claims, or dispute arising out of or relating to the Agreement or breach thereof
(hereinafter collectively referred to as "Dispute") promptly by negotiation
between representatives of the parties who have authority to settle the Dispute.
The disputing party shall give the other party a written "Notice of Dispute."
The parties shall determine the procedures for the negotiation after the Notice
of Dispute is received. If a Dispute
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has not been resolved within thirty (30) days after the applicable Notice of
Dispute is delivered, either party may pursue its rights under Paragraphs 20.2
and 20.3 below.
20.2 With the exception of any claim under Article 11.0, any Dispute which has
not been resolved in accordance with Paragraph 20.1 above shall be decided by
arbitration in accordance with the Commercial Rules of Arbitration of the
American Arbitration Association then in effect unless the parties mutually
agree otherwise. This Agreement to arbitrate shall be specifically enforceable
under the prevailing arbitration law or the Federal Arbitration Act. The parties
agree that the site of any arbitration shall be Jackson, Mississippi; provided
that any and all arbitrators will come from neutral locations mutually agreeable
to the parties.
20.3 Any award rendered by the arbitrator(s) shall be final and judgment may be
entered upon it in accordance with applicable law in any court having
jurisdiction thereof.
20.4 Unless otherwise agreed in writing, during any such Dispute Contractor
shall perform the Services and maintain the schedule required by this Agreement,
and Owner shall continue to make payments in accordance with this Agreement.
21.0 APPLICABLE LAW
21.1 This Agreement shall be construed and interpreted in accordance with the
internal laws of the State of Mississippi without giving effect to the conflicts
of law principles thereof.
22.0 SUCCESSORS AND ASSIGNS
22.1 Except with respect to any indemnities or releases from or limitations of
liability that expressly cover other parties, this Agreement is binding upon and
is solely for the benefit of the parties hereto and their respective permitted
successors, legal representatives and permitted assigns.
23.0 SEVERABILITY
23.1 In the event that any of the provisions, or portions or applications
thereof, of this Agreement are held to be unenforceable or invalid by any court
of competent jurisdiction or arbitrator, as applicable, Owner and Contractor
shall negotiate in good faith an equitable adjustment in the provisions of this
Agreement with a view toward effecting the original purpose of this Agreement as
closely as possible, and the validity and enforceability of the remaining
provisions or portions or applications thereof shall not be affected thereby.
24.0 GENERAL PROVISIONS
24.1 Any Services (other than those performed under the Amendment to the Letter
of Intent between the parties dated as of September 30, 1998) provided for
herein which were performed by Contractor prior to the effective date of this
Agreement shall be deemed to have been performed under this Agreement. This
Paragraph 24.1 is not intended to modify the compensation provisions applicable
to the Services performed under the Letter of Intent between the parties dated
as of August 10, 1998, as amended.
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24.2 No delay or failure on the part of any Party hereto in exercising any
right, power or privilege under this Agreement or under any other documents
furnished in connection with or pursuant to this Agreement shall impair any such
right, power or privilege or be construed as a waiver of any default or any
acquiescence therein. No single or partial exercise of any such right, power or
privilege shall preclude the further exercise of such right, power or privilege,
or the exercise of any other right, power or privilege under this Agreement. No
waiver shall be valid against any party hereto unless made in writing and signed
by the party against whom enforcement of such waiver is sought and then only to
the extent expressly specified therein.
24.3 Each party to this Agreement represents and warrants to the other party to
this Agreement that neither the execution and delivery of this Agreement nor the
carrying out of any of the transactions contemplated herein will in any respect
result in any violation of or be in conflict with any term or provision of any
agreement, document or instrument to which the representing party is a party or
by which it is bound. Each party to this Agreement further represents and
warrants to the other party to this Agreement that this Agreement has been duly
executed and delivered on behalf of the representing party and constitutes a
valid and binding obligation of the representing party, enforceable in
accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights and as may
be limited by the exercise of judicial discretion and the application of
principles of equity including, without limitation, requirements of good faith,
fair dealing, conscionability and materiality (regardless of whether this
Agreement is considered in a proceeding in equity or at law).
24.4 To the fullest extent permitted by law, neither party shall be liable to
the other for exemplary or punitive damages.
24.5 This Agreement, together with all agreements, attachments, exhibits and
instruments referred to herein, constitutes the entire agreement between the
parties hereto relating to the subject matter hereof, and supersedes any
previous agreements or understandings and may be modified only in writing signed
by the parties with the same formalities as this Agreement.
24.6 The singular and plural and any gender shall include the other.
24.7 The headings and captions and any index or table of contents in this
Agreement are for convenience only and shall not be considered a part of or
affect the construction or interpretation of any provision of this Agreement.
24.8 This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
25.0 DISCLOSURE
25.1 Contractor shall inform Owner of rebates or discounts, if any, offered by
any services or materials suppliers to Contractor as a result of Contractor's
purchasing activities as agent for Owner hereunder and shall pass on to Owner
any such rebates or discounts.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the day and year first herein above written.
TRITEL COMMUNICATIONS, INC. TRITEL FINANCE, INC.
By: By:
----------------------------- -----------------------------
Name: Xxxxx X. Xxxxxxxx, Xx. Name: Xxxxx X. Xxxxxxxx, Xx.
--------------------------- ---------------------------
Title: Exec. VP/Chief Operating Officer Title: Exec. VP/Chief Operating Officer
---------------------------------- ----------------------------------
XXXXXXX CORPORATION
By:
------------------------------
Name: X.X. Xxxxx
----------------------------
Title: Vice President/General Manager
-------------------------------
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ATTACHMENT A
SCOPE OF SERVICES
Contractor will plan, coordinate and manage the assigned work required for the
deployment of Owner's PCS System of PCS-sites and MSC locations for the BTAs
listed at the end of this attachment. Contractor will provide project and
construction management services, including coordination for RF engineering,
site acquisition, site engineering and design, construction, equipment and
material suppliers and other contractors of Owner involved in the implementation
effort and including the services described in this Attachment A.
PROGRAM OFFICE
--------------
Contractor will establish an "umbrella" organization to provide overall
management of the Project. This organization will be located in Owner's office
in Jackson and will provide project and construction management functions for
the Project. There will be a single Project Manager who will serve as the single
point of contact for Owner for all issues on the Project. All of the Contractor
personnel on the Project will report to the Project Manager.
The Project office will also include other Contractor management personnel
necessary to perform the Services for the Project.
Contractor will develop a Project Execution Plan and Quality Plan for Owner's
approval, establish standards for all Project functions, develop Project level
schedules and budgets and monitor and report on total Project progress.
Contractor will also establish engineering standards and criteria, including
standardized site arrangements and details and will produce a work process flow
chart that shows the responsibilities and interfaces for the design and
construction of a typical PCS-site and for assigned MSC locations.
REGIONAL PROJECT MANAGEMENT TEAMS
---------------------------------
Since the construction of the PCS System will be spread across seven states,
five Regional Offices will be established to effectively manage the network
implementation. Preliminary locations for the Regional Offices are:
o Jackson, MS - managing the state of Mississippi, except for the Gulf Coast
o Birmingham, AL - managing the state of Alabama, except for the Gulf Coast
o Knoxville, TN - managing the Knoxville, Chattanooga and Cleveland BTAs in
Tennessee and the Xxxxxx and Rome BTAs in Georgia
o Nashville, TN - managing the Nashville, Cookeville and Clarksville BTAs in
Tennessee and the Hopkinsville, Madisonville and Bowling Green BTAs in
Kentucky
o Louisville, KY - managing the Louisville, Lexington, Corbin and Owensboro
BTAs in Kentucky
A regional operations management team will be located in each Regional Office to
provide support for site acquisition, site engineering, permitting, procurement,
construction, testing and turnover of PCS-sites and MSC locations in the region.
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The Contractor team will work with Owner's regional manager and function as
Owner's representatives in the region, will coordinate RF engineering with other
functions, will manage site acquisition, permitting, procurement, construction,
schedule and budget progress and performance, and will manage Owner contracts,
testing and turnover.
PROJECT COST AND SCHEDULE CONTROLS
----------------------------------
As overall Project manager, Contractor will assist with the development of
project budgets and define the format and frequency for reporting schedule
progress and performance against budgets, as appropriate. Contractor will
provide annual budgets for its Services revised on a quarterly basis at least
thirty (30) days prior to beginning of each quarter during the term of this
Agreement. Owner's contracts will require that all Project participants (major
equipment vendor, RF engineers, site acquisition contractors) will provide
information to Contractor as specified, for incorporation into Project status
reports.
Schedule progress will be monitored using a hierarchical series of schedules of
varying levels of detail.
The schedule called the Project Milestone Summary Schedule will reflect target
dates for all Regions, and will provide schedule status for the total Project.
The schedules called the Regional Milestone Summary Schedules will be the basis
for monitoring schedule status in each of the Regions, and will depict progress
against critical path milestone activities.
The database called the Project Critical Events database will track progress on
each PCS-site (or candidate site) and MSC location for each Region. This
database will be supported by all Project participants and will be used by
Contractor to generate summary level critical/action items reporting for the
Project.
Owner will ensure that the following are obtained and made available to
Contractor for performance of the Services:
Inputs/Information Required
---------------------------
From Site Acquisition Contractor(s)
o Detailed information on each site or candidate site
o Progress reporting on all data base elements in SAC responsibility on a
weekly basis, with exception reporting daily for critical/problem items.
From RF Engineer(s)
o Detailed information on RF design plan for each Region or sub-network,
identifying critical items and restraints
o Progress reporting on all RF data base elements on a weekly basis, with
exception reporting daily for critical/problem activities.
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From Major Equipment Vendor
o Detailed information on BTS with demarcation points identified and switch
equipment design and delivery schedule for each Region, including
installation and test duration and restraints.
o Progress reporting for all major equipment vendor responsibilities on a
weekly basis, with exception reporting daily for critical/problem activities.
As the job evolves, additions, deletions and changes to Project scope will be
identified and submitted to Owner for review and approval. As scope changes are
approved, they will be incorporated into the budget to provide a current
assessment of the total Project cost.
Standard reports will be issued on a regular basis to keep Owner informed on key
and/or critical issues regarding the status of the Project.
As required by Paragraph 2.2.10, a report called the Project Progress Report
will be prepared monthly by the Xxxxxxx Project Office which will summarize
activity in all Regions. This report will include narrative summaries of the RF
engineering, site acquisition, facility design, construction management and
spectrum clearing activities. It will also provide schedule performance
calculations, percent complete assessment, action items list and the list of
pending scope changes.
Inputs/Information Required
---------------------------
From All Project Participants
o Narrative description of activities ongoing for the month in each of the
Regions. Highlight key accomplishments and critical problem areas.
o Listing and description of any outstanding scope changes including their
effect on cost and schedule.
CONTRACT ADMINISTRATION
-----------------------
Contractor will interpret and maintain Owner's contracts for site design and
construction, as agent for Owner. Contractor will also:
o Provide control of contractor proposals and processing |X| Manage the award
process for released PCS sites and MSC locations |X| Monitor contractors'
overall compliance with contract terms and Project established procedures,
and report any instances of noncompliance to Owner
o Manage the contract changes/disputes and claims process Manage the Project
backcharge process
o Provide quality surveillance of contractors' work
o Ensure final inspection items are completed
o Perform contract close-out functions with all contractors and provide
completed turnover package to Owner for all contracts
ACCOUNTING/CONTROLLER MANAGEMENT
--------------------------------
Contractor will perform the following activities:
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o Review all invoices for conformance to contract/purchase order, terms and
receiving documents and submit to Owner for approval
o Perform the accounts payable function as Owner's agent by writing all checks
on Owner's check stock for Owner-approved invoices and providing monthly
reconciliation for funds expended for materials, contracts and subcontracts
in accordance with Attachment B
o Provide detailed tax and property asset reporting for all expenses handled by
Contractor accounting
o Perform tracking and statusing of all invoices from the time they are
received, through the review and approval cycle to payment and close-out of
the xxxx
o Code invoices with accounting and physical location codes to meet Owner's
requirements
o Provide information required for electronic interfaces to Owner's accounting
and management systems.
PROCUREMENT AND MATERIALS MANAGEMENT
------------------------------------
Contractor will, as Owner's agent, assist Owner in procuring equipment,
materials and services required for the construction of the PCS-sites and MSC
locations, excluding the radio equipment and switches provided by major
equipment vendor under contract to Owner. All purchase orders and contracts will
be issued by Owner with Contractor acting as agent. Subject to the requirement
set forth in Paragraph 17.1, Owner may request Contractor to perform these
procurement and materials management services in the name of an affiliate or
subsidiary of Owner.
Procurement activities will include receipt of the specification and/or material
requisition; supplier bidding and selection; formation and negotiation of Owner
contracts and purchase orders; expediting and supplier surveillance; and
coordination and management of delivery of materials to installation
contractors, PCS-sites or MSC locations as required.
A Project Procurement Manager ("PPM") will be assigned to the Project Office in
Xxxxxxx to plan, organize, staff and manage procurement activities. The PPM will
assist the Owner in developing a procurement plan for third-party materials
which is consistent with the Regional Milestone Schedules.
Each Regional Office will have a Procurement/Materials Manager assigned to
perform the following functions:
o Solicit proposals for A/E and construction contractors and award contracts
for administration in the local markets.
o Obtain material requirements and required delivery dates for approved sites
and forward to Project office for ordering.
o Coordinate with local contractors to confirm delivery of third-party
material.
o Prepare or obtain material receiving reports for third party material to
allow for payment processing
o Assist in the site material reconciliation process, as necessary, to develop
material records, cost reports, etc. for turnover packages, etc.
o Monitor contractors' control of customer-furnished material for
inventory-tracking purposes.
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Material releases to Owner contractors will be coordinated utilizing
Contractor's automated PTS.
Contractor will establish Owner agreements with vendors to ship material for
each site to Owner's contractor responsible for construction. Material will be
shipped on a "just in time" basis to meet the scheduled construction start
dates. Owner's contractor will receive and store all Owner-furnished material
for their respective PCS-sites and MSC locations.
Each Region will maintain a small stock of items to be used in case of lost or
damaged parts; i.e. connectors, jumpers, antennas, etc.
ENGINEERING MANAGEMENT
----------------------
The Contractor will assist Owner with its development of engineering standards,
technical specifications, and design criteria utilizing information and data as
provided by the Owner, RF engineering, site acquisition and BTS and MSC
equipment suppliers. Contractor will maintain and update these standards as
required and will manage and control the distribution and use of these
documents. These documents will be provided to all local A/E firms for use in
design of the PCS sites and MSC locations in order to standardize PCS sites and
MSC locations and maintain quality throughout the BTAs.
The Contractor will provide engineering support to the Owner to identify
qualified local A/E firms and to establish contracts with a number of firms in
each of the regional areas. Contractor will manage the firms employed by Owner
to provide geotechnical reports and other required studies or analysis.
Contractor will manage the A/E firms engaged to prepare the zoning, permitting,
and construction documents to monitor compliance with the project design
criteria, local codes and standards and Owner requirements.
CONSTRUCTION MANAGEMENT
-----------------------
Contractor will provide construction management services for the construction of
all assigned PCS-sites and MSC locations in the Owner PCS network. Contractor
will assist Owner in identitfying qualified, local contractors in each of the
Regions to perform the construction activities. Contractor will coordinate and
inspect contractor work activities for quality and to maintain control of the
Project schedule.
Contractor will perform a constructability analysis for each MSC location and
each primary PCS-site candidate as part of the overall site assessment effort.
Contractor will manage all civil, electrical and mechanical construction
performed by Owner's contractors to make the site ready for installation of the
BTS or MSC equipment and will conduct site visits to verify compliance with the
contract requirements. Major equipment vendor will be responsible for
installation of the BTS and MSC equipment, under contract with Owner. Contractor
will coordinate with major equipment vendor to verify demarcation points and
schedule the installation and testing activities to meet the milestone dates on
the Project schedule.
Contractor will develop pro forma contracts and scope descriptions for
construction of the PCSsites and MSC locations. When a sufficient number of
PCS-sites have been released for
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construction in a Region (target is 300%), Contractor will notify the
appropriate contractors to begin construction.
Contractor will prepare a Project Safety Plan for Owner's review and approval.
Owner's contractors in each and every Region will be required by contract to
implement a safety program consistent with the work performed and in conformance
with Owner's Project Safety Plan.
PCS-SITE AND MSC LOCATION TURNOVER
----------------------------------
The Regional Document Control Center will collect and maintain PCS-site and MSC
location records prior to turnover. Document Control will process records
according to applicable Project procedures, prepare transmittal documents and
obtain appropriate signatures for records turnover to Owner.
Some PCS-site and MSC location records will be turned over progressively, upon
approval and issuance of the documents. Other records will be turned over as a
part of the PCS-site turnover package.
Completion of initial and final inspection by Owner, completion of all punchlist
items, and turnover of all required documents to Owner will be documented via a
letter. Owner will acknowledge receipt and acceptance and will return the
acknowledgment to the Contractor Regional Operations Manager.
The Regional Operations Manager will be responsible for processing and
implementing the PCSSite and MSC Location Turnover Procedure. Owner will be
responsible for receiving turned-over records, verifying transmittals and
returning acknowledgment receipts to the Regional Operations Manager.
The following documents are to be turned over to Owner as the PCS-site or MSC
turnover package. The Contractor Regional Operations Manager, or designee, will
manage document compliance.
o Site License/Lease Abstract (Summary)
o Copy of lease/purchase agreement
o Copy of easement agreements
o Site Option Report/photos, etc.
o Survey, Geotechnical and/or Tower Study
o Intermodulation study report (if required)
o Environmental Phase 1 Report
o Title report, if required, and title insurance policy
o Zoning documentation
o FAA consultant study and FAA approval
o FCC tower registration number - frequency band
o Site Completion Checklist
o Grounding Post-Test Results
o Special installation and Inspection Reports
o Sweep Test Results
CONFIDENTIAL
A-6
EXECUTION COPY
o Concrete Cylinder Strength Test Reports
o Photo Documentation
o Construction As-Built Drawings (Hard copy and disk)
o Vendor Drawings (foundations, poles towers)
o Design Calculations
o Third-Party Materials (type, quantity, cost)
o Final Construction Owner-contractor Cost
o Release of Lien
BTAs Included in Owner Network Implementation
MISSISSIPPI
-----------
BTA # 00 Xxxxxxxx-Xxxxxxxxxx
XXX # 000 Xxxxxxxxxx-Xxxxxxxxx
BTA # 186 Hattiesburg
BTA # 210 Xxxxxxx
BTA # 246 Laurel
BTA # 269 McComb-Brookhaven
BTA # 292 Meridian
BTA # 315 Natchez
BTA # 449 Tupelo-Corinth
BTA # 455 Vicksburg
ALABAMA
-------
BTA # 17 Anniston
BTA # 44 Birmingham
BTA # 108 Decatur
BTA # 115 Dothan-Enterprise
BTA # 146 Xxxxxxxx
BTA # 158 Gadsden
BTA # 198 Huntsville
BTA # 305 Montgomery
BTA # 334 Opelika-Auburn
BTA # 415 Selma
BTA # 450 Tuscaloosa
KENTUCKY
--------
BTA # 52 Bowling Green-Glasgow
BTA # 00 Xxxxxx
XXX # 000 Xxxxxxxxx
BTA # 000 Xxxxxxxxxx
XXX # 000 Xxxxxxxxxxxx
BTA # 338 Owensboro
CONFIDENTIAL
A-7
EXECUTION COPY
TENNESSEE
---------
BTA # 76 Chattanooga
BTA # 83 Clarksville, TN-Hopkinsville, KY
BTA # 85 Cleveland
BTA # 96 Cookeville
BTA # 000 Xxxxxxxxx
XXX # 000 Xxxxxxxxx
XXXXXXX
-------
BTA # 102 Xxxxxx
BTA # 237 La Grange
BTA # 384 Rome
CONFIDENTIAL
A-8
EXECUTION COPY
ATTACHMENT B
COMPENSATION
1. COMPENSATION: For performance of the Services described in
Attachment A Owner shall pay Contractor's Compensation, consisting of Hourly
Unit Rate Payments plus Other Direct Costs (as such terms are defined below):
a. Hourly Unit Rate Payments. Owner shall pay Contractor for its labor
costs incurred in the performance of the Services. Labor costs are based on
hours worked, including scheduled and approved overtime in accordance with
established Contractor's policies and procedures and billed at Hourly Unit Rates
(whether straight time or overtime) as set forth in the table below. Contractor
and Owner have agreed upon an initial staffing plan which is attached as
Attachment D hereto. Further, Owner and Contractor shall agree at least fifteen
(15) days prior to the commencement of each calendar quarter (commencing with
the quarter beginning April 1, 1999) on any revisions to such staffing plan for
each position defined below for the upcoming quarter. Contractor shall be paid
at the Hourly Unit Rates in column A for all hours worked during that quarter
that fall within the staffing plan for the position in question and at the
Hourly Unit Rates in column B for the hours worked during that quarter that
exceed the staffing plan for the position in question.
CONFIDENTIAL
A-7
EXECUTION COPY
------------------------------------------------------------------------------------------------
POSITIONS HOURLY UNIT RATES HOURLY UNIT RATES
------------------------------------------------------------------------------------------------
A B
------------------------------------------------------------------------------------------------
Project Manager [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Assistant Project Manager/Business Manager [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Contracts/QA Manager [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Controls Manager [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Engineering Manager [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Operations Manager [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Accounting Manager [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Design Engineer Supervisor [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Lead Field Coordinator [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Procurement Manager [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Records Manager [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Regional Operations Manager [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Contract Administrator [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Coordinators (Construction, Site Acquisition) [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Resident Engineer [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Safety Manager [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Accountants [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Cost/Schedule Engineer [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
CONFIDENTIAL
B-4
EXECUTION COPY
------------------------------------------------------------------------------------------------
Purchasing Specialist/Material Supervisor [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Standards/Design Engineer [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Regional Document Controls [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Accounts Payable Processor [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Clerical Support [CONFIDENTIAL [CONFIDENTIAL
TREATMENT REQUESTED] TREATMENT REQUESTED]
------------------------------------------------------------------------------------------------
Notes: Hourly Unit Rates shown above are inclusive of salaries; profit, cost of
capital, allowances for holidays; paid time off and other paid absences; costs
related to employee social, insurance, and retirement benefits; all payroll
taxes; premiums for unemployment insurance, worker's compensation and corporate
overhead expenses. Rates will remain unchanged through the two-year term of this
Agreement. A description of each position is included as Attachment C to the
Agreement.
b. Other Direct Costs. Owner shall also reimburse Contractor for other
direct costs incurred that are allocable to and reasonably necessary for the
performance of the Services ("ODCs") ODCs will be passed through at Contractor's
cost, and include:
o Relocation (to and from) expenses (including shipping and storage allowances,
shipment of automobile and en-route expenses), transportation, lodging,
subsistence and other travel and living-related expenses of personnel engaged
in the performance of the Services in accordance with Contractor's employment
conditions as approved by Owner.
o The identifiable and reasonable cost of office supplies, office space,
computers, reproduction, communication requirements (including cellular
telephones) and delivery services.
o Costs of subcontracts, subconsultants and other outside services and
facilities, if any.
o Federal, state and local taxes of any kind (subject to the provisions of
Paragraph 18.2), assessments, duties, permits, insurance and licenses,
excepting only payroll taxes included in payroll costs and taxes levied
solely on or measured by Contractor's net income.
o Any and all other direct costs and expenses incurred by Contractor that are
either preapproved by Owner or otherwise authorized under the Project
procedures established by the parties, and that are not included in payroll
costs as defined above, that are allocable to and reasonably necessary for
the performance of the Services.
An estimate of Project ODCs is included on Attachment D.
2. OWNER COSTS: Owner shall make available the amounts necessary to pay
invoices submitted by Owner's contractors and suppliers and any other costs that
Owner requests Contractor to pay as its agent.
3. PAYMENT: Payment of Compensation and Owner Costs shall be made as
follows (supplemented by other procedures as may be agreed by the Parties from
time to time):
B-9
a. Owner shall maintain an account (a "Funding Account") for the purpose
of paying the Compensation and Owner Costs. Owner shall at all times retain
title to the balance in the Funding Account. Owner shall maintain, in
coordination with Contractor, in the same financial institution in which the
Funding Account is maintained, an operating account(s) (a "Zero Balance
Operating Account"). All payments of Compensation and Owner Costs shall be made
by checks drawn on the Zero Balance Operating Account and which shall be
executed by duly authorized representatives of Contractor. No check shall be
issued for any purpose other than that of making payments for Compensation, for
Owner Costs, for expenses incurred in suspending or terminating the Services, or
for such other expenses specifically provided in the Agreement or approved by
Owner.
b. The amount provided by Owner in the Funding Account will at all times
be sufficient for the payment of Compensation and Owner Costs from the Zero
Balance Operating Account as checks or transfers in payment for such are
presented for payment to the financial institution where the Funding Account is
maintained. Owner will determine the amounts of deposits to be made to the
Funding Account using a monthly estimate of Compensation and Owner Costs to be
prepared by Contractor (however, deposits may not necessarily be made on a
monthly basis). As soon as practical after the effective date of the Contract,
Contractor will prepare an estimate of Compensation to be payable to Contractor
and of Owner Costs to be incurred during the initial month or fraction thereof
and the following calendar month. By the 15th day of each subsequent calendar
month, a similar estimate of Compensation and Owner Costs for the next calendar
month will be prepared by Contractor and submitted to Owner.
c. Contractor shall submit to Owner all invoices for Owner Costs upon
receipt and verification and all Contractor invoices for Compensation once every
two weeks. Such invoices shall be reviewed and approved in writing by Owner
(with exceptions, if any, noted) within five (5) business days following Owner's
receipt thereof.
d. Thereafter, Contractor shall submit to Owner, at regular intervals as
agreed by the Parties, complete lists of checks it has prepared for issuing.
Such lists will be reviewed and approved in writing by the Owner (with
exceptions, if any, noted) within three (3) business days following Owner's
receipt of the list. Contractor may release checks in payment of the listed
checks immediately upon Owner's approval, or if Owner fails to respond, after
the third (3) business day following Owner's receipt of the list.
e. Contractor shall submit to Owner the following:
(i) Promptly after each series of checks have been issued, a
statement of Compensation and Owner Costs paid during
the period covered by the statement, prepared in such
form and supported by copies of such invoices, payroll
records, and other documents as Owner shall reasonably
request and an electronic statement summarizing these
matters in greater detail in accordance with the
procedures to be established by the parties.
(ii) Weekly, fixed asset reports.
B-3
(iii) Within three (3) business days after receipt by Bechtel
from the bank, a copy of the Zero Balance Operating
Account bank statement and a reconciliation of the
Account. This reconciliation will include a list of the
checks which have cleared the account, funds transfers,
and outstanding checks. Any discrepancies identified in
the reconciliation process or by Contractor's audit of
bank records shall be immediately brought to Owner's
attention. These discrepancies will be resolved as
appropriate and in a timely manner.
f. Following Final Acceptance of the Project, Contractor shall submit
to Owner a statement showing total Compensation and Owner Costs. Within ten (10)
days after receipt thereof, Owner shall pay to Contractor the total amount of
Compensation less amounts of Compensation previously paid by Owner to
Contractor, or if amounts of Compensation previously paid to Contractor exceed
the total amount of Compensation, Contractor shall refund such excess to Owner.
EXECUTION COPY
CONFIDENTIAL ATTACHMENT C
DESCRIPTION OF CONTRACTOR POSITIONS
Project Manager
Team leader. Provides policy and procedures for the overall operation of the
Project team. Serves as the focal point for Owner interface with Contractor. The
Project Manager (PM) is the one person in the Contractor team accountable to the
customer for applying Contractor resources for project execution.
Assistant Project Manager/Business Manager
Responsible to the Project Manager for the staffing of the project control,
contract administration and accounting resources for the establishment of the
Project schedule, Project code of accounts, resource budget, accounts payable
and receivable systems, prime and other contract administration processes. The
Assistant Project Manager (APM) serves as the senior member of the Contractor
team in the absence of the PM.
Contracts/QA Manager
The Contracts/Quality Assurance Manager is responsible for contract formation,
administration and management; personnel management of employees performing
contracts functions; developing processes and procedures to effectively control
and manage contract required activities; establishing and maintaining the
Division of Responsibilities matrix and specific contract compliance
responsibility matrices; and monitoring Project performance for compliance with
contract terms and conditions. In addition to managing contracts, this manager
is also responsible for monitoring quality assurance. These responsibilities
include performing quality system audits and making all project participants
aware of the quality program that they are expected to implement.
Controls Manager
The Controls Manager (a.k.a. - Project Controls Manager/PCM) is responsible for
the preparation and maintenance of Project budgets and schedules. The PCM
defines and implements the procedures employed in the Project to establish
capital and non-capital cost budgets, to manage change, and to prepare and
maintain Project schedules. Additionally, the PCM provides direction for the
accounting function.
Engineering Manager
The Engineering Manager (PEM) is responsible for the PCS site architectural
and/or engineering (A/E) Services for the Project. The PEM will direct
Contractor project resources to manage the services provided to the Project by
local A/E firms. The PEM will monitor the A/E firms' compliance with quality
requirements and standard details for their engineering services of PCS site
facilities.
Operations Manager
Assures uniformity of operation throughout the Project. Travel throughout the
regions to train personnel for and monitor processes as developed for the
Project. Direct development of procedures and standards for the Project. All
Regional Operations Managers report to the Operations Manager for overall
Project coordination.
C-1
EXECUTION COPY
Accounting Manager
The Accounting Manager (XXX) is responsible to the PCM for the establishment of
the Project accounting processes in accordance with the Generally Accepted
Accounting Practices and the Contractor Commercial Operations and Finance and
Accounting methods and procedures. The XXX operates the accounts payable and
accounts receivable services vital to the Project's operations.
Design Engineer Supervisor
The Design Engineer Supervisor (DES) is responsible to the PEM for providing
technical engineering management services to the Project team to prepare and
maintain cell site engineering standards and specifications applied to define
the services to be provided by local A/E firms and others.
Lead Field Coordinator
Responsible for interfacing with the contractors on day to day construction
activities, schedules, material coordination and quality issues. Coordinate the
construction schedules with all of the regional players, RF, site acquisition,
project controls, RE's, equipment suppliers, contract administrator, fixed
network designers, and Owner. Direct daily activities of the construction field
coordinators.
Coordinators
Manages and coordinates individual cell site construction. Prepares and executes
the individual cell site schedule and monitors the contractors to assure they
meet the schedule. Witness all milestone points during the site construction
(i.e., Concrete pours, Sweep testing, Ground testing, final tower erection
etc.). Final inspection of turnover package to assure completeness.
Procurement Manager
The Procurement Manager (PPM) is responsible to the PM for the establishment and
implementation of procurement process procedures and for material and
procurement tracking processes. The PPM is the person in the Project team
assigned to establish on Owner's behalf the material and services supply
purchase orders and contracts for the development of the project cell sites.
Records Manager
The Records Manager (PRM) is responsible to the PM for the identification and
implementation of Project administrative procedures and processes. The PRM will
manage the document control processes in the program office and the regional
offices to ensure consistent and effective control of the Project documentation
and communications.
Regional Operations Manager
Responsible for the overall Project and construction management as Tritel's
authorized agent for the region build out. Manages and coordinates the work flow
process through all phases of the build out (i.e., site acquisition, RF design,
construction, testing and turnover). Responsible for informing contractors
about, and monitoring contractors' compliance with, the Safety and Health plan
and the Quality plan implemented by these contractors. Accountable to the
Project Manager for management of the capital budget and project schedule for
the region.
C-2
EXECUTION COPY
Contract Administrator Within the authorization limitations specified by Owner,
the Contract Administrator is responsible for administration of all contracts;
monitoring, evaluating and negotiating changes, claims and disputes with
contractors; processing backcharges; managing the contractor invoice/payment
process; coordinating final acceptance process; and contract closeout and
processing warranty claims.
Resident Engineer
The Resident Engineer (RE) is the person responsible for the direct interface
with the project A/E firms. The RE provides oversight of the A/E firms,
reviewing the design/engineering products prepared by the firms for the project.
The RE coordinates the efforts of the A/E firms to ensure the site development
work proceeds in accordance with the Project schedule.
Safety Manager
Responsible for and informing contractors about, and monitoring contractors'
compliance with, the Project Safety and Health Plan implemented by these
contractors. Provide appropriate training throughout the Project regions. Visit
the regions on a regular visit to monitor compliance with the Safety Plan or
individual contractor's plans, if applicable.
Accountants
The Accountants assigned to the Project team are responsible to the XXX for the
processing of project accounting data. In particular, they shall be responsible
for the processing of invoices provided to the Project by its suppliers, and for
the preparation and issue of invoices for Contractor services for payment by
Owner. The accountants shall maintain the necessary accounting records to
provide timely deposit of funds to the ZBA and to provide accounting for the
disbursement of funds from the ZBA.
Cost/Schedule Engineer
The Cost/Schedule (C/S) Engineer is responsible to the PCM for implementation of
Project control procedures, providing monitoring and reporting of resource
expenditures as compared to Project budgets and, schedules. The C/S Engineer is
responsible for maintaining the Cell Site Status System (CS3) database for the
region.
Purchasing Specialist/Material Supervisor
The Purchasing Specialist/Material Supervisor is responsible to the PPM for the
implementation of blanket procurement actions, securing the necessary materials
and services for the development of Project cell sites. The Purchasing
Specialist/Material Supervisor is also responsible for the establishment and
maintenance of an inventory of construction spares in the regional office, to be
used to maintain construction schedules in the event of material shortages at a
site under construction.
Standards/Design Engineer
The Standards/Design Engineer is a resource employable from the Contractor
office in Gaithersburg, MD to provide and maintain Project design standards and
specifications to be used by the local A/E firms.
CONFIDENTIAL
C-3
EXECUTION COPY
Regional Document Control
The Regional Document Control is responsible for the establishment and operation
of the document and correspondence control processes employed in the Regional
offices to collect, categorize, file and maintain for turnover, the necessary
documentation defining the Project cell sites.
Accounts Payable Processor
The Accounts Payable Processor is a specialized accounting position responsible
for the processing of supplier invoices and maintaining and documenting the
disposition of supplier invoices.
Clerical Support
The position Clerical Support refers to clerk and secretarial services which
will be required by the Project to free the Project staff to perform the
technical tasks essential to the implementation of the Project. These positions
will be all local hires.
C-4
EXECUTION COPY
ATTACHMENT D
STAFFING PLAN AND ESTIMATED ODCS
(See attached)
CONFIDENTIAL
ATTACHMENT D
STAFFING PLAN
-----------------------------------------------------------------------------------------------
TRITEL STAFFING PLAN
-----------------------------------------------------------------------------------------------
1998 1999
-----------------------------------------------------------------------------------------------
MONTHS 1 2 3 4 5 6 7 8 9 10 11 12 13 14
-----------------------------------------------------------------------------------------------
POSITION Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
-----------------------------------------------------------------------------------------------
XXXXXXX PROGRAM OFFICE
-----------------------------------------------------------------------------------------------
Project Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Assistant Proj. Manager 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Engineering Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Operations Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Controls Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Cost/Schedule Engineer 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Contracts/QA Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Procurement Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Purchasing 0 1 1 1 1 1 1 1 1 1 1 1 1 1
Specialist/Material
Supervisor
-----------------------------------------------------------------------------------------------
Safety Manager 0.5 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Records Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Clerical support 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
SUBTOTAL 10.5 12 12 12 12 12 12 11 11 11 11 11 11 11
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
XXXXXXX REGIONAL OFFICE
-----------------------------------------------------------------------------------------------
Regional Operations Manager 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Resident Engineer 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Contract Administrator 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Contract Administrator 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Cost/Schedule Engineer 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Purchasing
Specialist/Material
Supervisor 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Lead Field Coordinator 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Field Coordinator 3 3 5 5 5 5 5 5 5 5 5 3 2 1
-----------------------------------------------------------------------------------------------
Power Coordinator 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Regional Document Controls
Manager 2 2 2 2 2. 2 2 2 2 2 2 2 2 2
-----------------------------------------------------------------------------------------------
Clerical support 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
SUBTOTAL 11 12 16 16 16 16 16. 16 16 16 16 12 8 6
----------------------------------------------------------------------------------------------
1
----------------------------------------------------------------------------------------------
KNOXVILLE REGIONAL OFFICE
----------------------------------------------------------------------------------------------
Regional Operations Manager 1 1 1 1 1 1 1 1 1 1 1 1
----------------------------------------------------------------------------------------------
Resident Engineer 1 1 1 1 1 1 1 1 1 1 1 1 1 1
----------------------------------------------------------------------------------------------
Contract Administrator 1 1 1 1 1 1 1 1 1 1 1
----------------------------------------------------------------------------------------------
Contract Administrator 1 1 1 1 1 1 1 1 1 1 1
----------------------------------------------------------------------------------------------
Cost/Schedule Engineer 1 1 1 1 1 1 1 1 1 1 1 1 1 1
----------------------------------------------------------------------------------------------
Purchasing
Special/Material Supervisor 1 1 1 1 1 1 1 1 1 1 1
----------------------------------------------------------------------------------------------
Lead Field Coordinator 1 1 1 1 1 1 1 1 1 1 1 1 1 1
----------------------------------------------------------------------------------------------
Field Coordinator 1 3 5 7 7 7 7 7 7 7 7 4 2 1
----------------------------------------------------------------------------------------------
Power Coordinator 2 2 2 2 2 2 2 2
----------------------------------------------------------------------------------------------
Regional Document Controls
Manager 2 2 2 2 2 2 2 2 2 2 2 2 2 2
----------------------------------------------------------------------------------------------
Clerical support 1 1 1 1 1 1 1 1 1 1 1 1 1
----------------------------------------------------------------------------------------------
SUBTOTAL 8 12 14 19 19 19 19 19 19 19 19 13 9 8
----------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------
11/24/98
15:19
-------------------------------------------------------------------------------
2000
-------------------------------------------------------------------------------
MONTHS 15 16 17 18 19 20 21 22 TOTAL
-------------------------------------------------------------------------------
POSITION Jan Feb Mar Apr May Jun Jul Aug JOBHOURS
-------------------------------------------------------------------------------
XXXXXXX PROGRAM OFFICE
-------------------------------------------------------------------------------
Project Manager 1 1 1 1 1 1 1 1 3.564
-------------------------------------------------------------------------------
Assistant Proj. Manager 1,134
-------------------------------------------------------------------------------
Engineering Manager 1 1 1 1 1 1 1 3.402
-------------------------------------------------------------------------------
Operations Manager 2,268
-------------------------------------------------------------------------------
Controls Manager 1 1 1 2,754
-------------------------------------------------------------------------------
Cost/Schedule Engineer 1 1 1 1 1 1 1 3,633
-------------------------------------------------------------------------------
Contracts/QA Manager 1 1 1 1 1 1 1 3,402
-------------------------------------------------------------------------------
Procurement Manager 1 1 1 1 1 1 1 3,402
-------------------------------------------------------------------------------
Purchasing 2,249
Specialist/Material
Supervisor
-------------------------------------------------------------------------------
Safety Manager 2,336
-------------------------------------------------------------------------------
Records Manager 1 1 1 1 3,114
-------------------------------------------------------------------------------
Clerical support 1 1 1 1 1 1 1 3,633
-------------------------------------------------------------------------------
SUBTOTAL 8 8 8 7 6 6 6 1 34,891
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
XXXXXXX REGIONAL OFFICE
-------------------------------------------------------------------------------
Regional Operations Manager 2,076
-------------------------------------------------------------------------------
Resident Engineer 2,422
-------------------------------------------------------------------------------
Contract Administrator 1,903
-------------------------------------------------------------------------------
Contract Administrator 1,903
-------------------------------------------------------------------------------
Cost/Schedule Engineer 2,422
-------------------------------------------------------------------------------
Purchasing
Specialist/Material
Supervisor 2,076
-------------------------------------------------------------------------------
Lead Field Coordinator 2,076
-------------------------------------------------------------------------------
Field Coordinator 9,861
-------------------------------------------------------------------------------
Power Coordinator 1,557
-------------------------------------------------------------------------------
Regional Document Controls
Manager 4,844
-------------------------------------------------------------------------------
Clerical support 2,249
-------------------------------------------------------------------------------
SUBTOTAL 0 0 0 0 0 0 0 0 33,389
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
KNOXVILLE REGIONAL OFFICE
-------------------------------------------------------------------------------
Regional Operations Manager 2,076
-------------------------------------------------------------------------------
Resident Engineer 2,422
-------------------------------------------------------------------------------
Contract Administrator 1,903
-------------------------------------------------------------------------------
Contract Administrator 1,903
-------------------------------------------------------------------------------
Cost/Schedule Engineer 2,422
-------------------------------------------------------------------------------
Purchasing
Special/Material Supervisor 1,903
-------------------------------------------------------------------------------
Lead Field Coordinator 2,422
-------------------------------------------------------------------------------
Field Coordinator 12,456
-------------------------------------------------------------------------------
Power Coordinator 2,768
-------------------------------------------------------------------------------
Regional Document Controls
Manager 4,844
-------------------------------------------------------------------------------
Clerical support 1 2,249
-------------------------------------------------------------------------------
SUBTOTAL 0 0 0 0 0 0. 0 0 37,368
-------------------------------------------------------------------------------
1
-----------------------------------------------------------------------------------------------
TRITEL STAFFING PLAN
-----------------------------------------------------------------------------------------------
1998 1999
-----------------------------------------------------------------------------------------------
MONTHS 1 2 3 4 5 6 7 8 9 10 11 12 13 14
-----------------------------------------------------------------------------------------------
POSITION Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
-----------------------------------------------------------------------------------------------
XXXXXXXXXX SATELLITE OFFICE
-----------------------------------------------------------------------------------------------
Lead Field Coordinator 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Field Coordinator 1 1 2 2 2 2 2 2 2 2 1 1
-----------------------------------------------------------------------------------------------
Clerical support 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
SUBTOTAL 1 3 3 4 4 4 4 4 4 4 4 1 0 0
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
HUNTSVILLE SATELLITE OFFICE
-----------------------------------------------------------------------------------------------
Lead Field Coordinator 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Field Coordinator 1 1 2 2 2 2 2 2 2 2 1
-----------------------------------------------------------------------------------------------
Clerical support 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
SUBTOTAL 1 3 3 4 4 4 4 4 4 4 4 1 0 0
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
LOUSVILLE/LEXINGTON
REGIONAL OFFICE
-----------------------------------------------------------------------------------------------
Regional Operations Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Resident Engineer 1 1 1 1 2 2 2 2 2 2 2 1
-----------------------------------------------------------------------------------------------
Contract Administrator 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Contract Administrator 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Cost/Schedule Engineer 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Purchasing
Specialist/Material
Supervisor 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Lead Field Coordinator 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Field Coordinator 2 3 4 6 6 6 6 6 6 6 6 6 2
-----------------------------------------------------------------------------------------------
Power Coordinator 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Regional Document Controls
Manager 2 2 2 2 2 2 2 2 2 2 2 2 2
-----------------------------------------------------------------------------------------------
Clerical support 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
SUBTOTAL 2 8 11 12 14 15 17 17 18 18 18 18 18 11
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
NASHVILLE REGIONAL OFFICE
-----------------------------------------------------------------------------------------------
Regional Operations Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Resident Engineer 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Contract Administrator 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Contract Administrator 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Cost/Schedule Engineer 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Purchasing
Specialist/Material
Supervisor 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Lead Field Coordinator 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Field Coordinator 2 3 4 6 6 6 6 6 6 6 6 6 3 2
-----------------------------------------------------------------------------------------------
Power Coordinator 2 2 2 2 2 2 2
-----------------------------------------------------------------------------------------------
Regional Document Controls
Manager 2 2 2 2 2 2 2 2 2 2 2 2 2 2
-----------------------------------------------------------------------------------------------
Clerical support 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
SUBTOTAL 9 11 13 15 17 18 18 18 18 18 18 18 12 10
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
BIRMINGHAM REGIONAL OFFICE
-----------------------------------------------------------------------------------------------
Regional Operations Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Resident Engineer 1 1 1 3 3 3 3 3 3 3 3 1 1 1
-----------------------------------------------------------------------------------------------
Contract Administrator 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Contract Administrator 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Cost/Schedule Engineer 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Purchasing
Specialist/Material
Supervisor 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------
2000
----------------------------------------------------------------------------------
MONTHS 15 16 17 18 19 20 21 22 TOTAL
----------------------------------------------------------------------------------
POSITION Jan Feb Mar Apr May Jun Jul Aug JOBHOURS
----------------------------------------------------------------------------------
XXXXXXXXXX SATELLITE OFFICE
----------------------------------------------------------------------------------
Lead Field Coordinator 1,903
----------------------------------------------------------------------------------
Field Coordinator 3,287
----------------------------------------------------------------------------------
Clerical support 1,730
----------------------------------------------------------------------------------
SUBTOTAL 0 6,920
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
HUNTSVILLE SATELLITE OFFICE
----------------------------------------------------------------------------------
Lead Field Coordinator 1,903
----------------------------------------------------------------------------------
Field Coordinator 3,287
----------------------------------------------------------------------------------
Clerical support 1,730
----------------------------------------------------------------------------------
SUBTOTAL 0 0 0 0 0 0 0 0 6,920
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
LOUSVILLE/LEXINGTON
REGIONAL OFFICE
----------------------------------------------------------------------------------
Regional Operations Manager 1 1 1 1 1 1 3,460
----------------------------------------------------------------------------------
Resident Engineer 1 1 1 1 1 4,152
----------------------------------------------------------------------------------
Contract Administrator 1,903
----------------------------------------------------------------------------------
Contract Administrator 1 1 1 1 1 1,903
----------------------------------------------------------------------------------
Cost/Schedule Engineer 1 1 1 1 1 1 3,287
----------------------------------------------------------------------------------
Purchasing
Specialist/Material
Supervisor 1 1 1 1 1 2,249
----------------------------------------------------------------------------------
Lead Field Coordinator 2,422
----------------------------------------------------------------------------------
Field Coordinator 2 2 2 2 2 1 13,148
----------------------------------------------------------------------------------
Power Coordinator 1,384
----------------------------------------------------------------------------------
Regional Document Controls
Manager 1 1 1 1 1 1 1 5,536
----------------------------------------------------------------------------------
Clerical support 2,249
----------------------------------------------------------------------------------
SUBTOTAL 8 8 8 8 8 4 0 0 41,693
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
NASHVILLE REGIONAL OFFICE
----------------------------------------------------------------------------------
Regional Operations Manager 1 2,595
----------------------------------------------------------------------------------
Resident Engineer 2,422
----------------------------------------------------------------------------------
Contract Administrator 2,076
----------------------------------------------------------------------------------
Contract Administrator 1 1,730
----------------------------------------------------------------------------------
Cost/Schedule Engineer 1 2,595
----------------------------------------------------------------------------------
Purchasing
Specialist/Material
Supervisor 1,903
----------------------------------------------------------------------------------
Lead Field Coordinator 2,422
----------------------------------------------------------------------------------
Field Coordinator 1 11,937
----------------------------------------------------------------------------------
Power Coordinator 2,768
----------------------------------------------------------------------------------
Regional Document Controls
Manager 1 5,017
----------------------------------------------------------------------------------
Clerical support 2,249
----------------------------------------------------------------------------------
SUBTOTAL 5 0 0 0 0 0 0 0 37,714
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
BIRMINGHAM REGIONAL OFFICE
----------------------------------------------------------------------------------
Regional Operations Manager 1 1 2,768
----------------------------------------------------------------------------------
Resident Engineer 5,190
----------------------------------------------------------------------------------
Contract Administrator 1 1 2,768
----------------------------------------------------------------------------------
Contract Administrator 1,903
----------------------------------------------------------------------------------
Cost/Schedule Engineer 1 1 2,768
----------------------------------------------------------------------------------
Purchasing
Specialist/Material
Supervisor 2,076
----------------------------------------------------------------------------------
2
-----------------------------------------------------------------------------------------------
TRITEL STAFFING PLAN
-----------------------------------------------------------------------------------------------
1998 1999
-----------------------------------------------------------------------------------------------
MONTHS 1 2 3 4 5 6 7 8 9 10 11 12 13 14
-----------------------------------------------------------------------------------------------
POSITION Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
-----------------------------------------------------------------------------------------------
Lead Field Coordinator 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Field Coordinator 2 4 6 6 6 6 6 6 6 6 6 6 3
-----------------------------------------------------------------------------------------------
Power Coordinator 2 2 2 2 2 2 2 2 2 2
-----------------------------------------------------------------------------------------------
Regional Document Controls
Manager 2 2 2 2 2 2 2 2 2 2 2 2 2 2
-----------------------------------------------------------------------------------------------
Clerical support 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
SUBTOTAL 7 10 13 20 20 20 20 20 20 20 20 18 8 13
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
XXXXXXXXX OFFICE
-----------------------------------------------------------------------------------------------
Accounting Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Accountant 0.5 0.5 0.5 0.5 0.5 0.5 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Accounts Payable Processor 0 0.5 0.5 0.5 0.5 0.5 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Accounts Payable Processor 0.5 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Accounts Payable Processor 0 0 0.5 0.5 0.5 0.5 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Clerical support 0 0 0.5 0.5 0.5 0.5 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Design Engineering
Supervisor 1 1 1 1
-----------------------------------------------------------------------------------------------
Standards/Design Engineer 3 3 3 3 1 1
-----------------------------------------------------------------------------------------------
Clerical Support
-----------------------------------------------------------------------------------------------
SUBTOTAL 6 7 8 8 5 5 6 6 6 6 6 6 6 6
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
2000
----------------------------------------------------------------------------------
MONTHS 15 16 17 18 19 20 21 22 TOTAL
----------------------------------------------------------------------------------
POSITION N Jan Feb Mar Apr May Jun Jul Aug JOBHOURS
----------------------------------------------------------------------------------
Lead Field Coordinator 1 1 2,768
----------------------------------------------------------------------------------
Field Coordinator 1 1 12,283
----------------------------------------------------------------------------------
Power Coordinator 3,460
----------------------------------------------------------------------------------
Regional Document Controls
Manager 2 1 5,363
----------------------------------------------------------------------------------
Clerical support 1 2,422
----------------------------------------------------------------------------------
SUBTOTAL 8 6 0 0 0 0 0 0 43,769
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
XXXXXXXXX OFFICE
----------------------------------------------------------------------------------
Accounting Manager 1 1 1 1 1 3,287
----------------------------------------------------------------------------------
Accountant 0 1 1 1 1 1 2,768
----------------------------------------------------------------------------------
Accounts Payable Processor 1 1 1 0.5 0.5 2,509
----------------------------------------------------------------------------------
Accounts Payable Processor 0 1 1 1 0.5 0.5 3,028
----------------------------------------------------------------------------------
Accounts Payable Processor 1 1 1 0.5 0.5 2,422
----------------------------------------------------------------------------------
Clerical support 1 1 1 0.5 0.5 2,422
----------------------------------------------------------------------------------
Design Engineering
Supervisor 692
----------------------------------------------------------------------------------
Standards/Design Engineer 2,422
----------------------------------------------------------------------------------
Clerical Support 0
----------------------------------------------------------------------------------
SUBTOTAL 6 6 6 4 4 0 0 0 19,549
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
3
-----------------------------------------------------------------------------------------------
TRITEL STAFFING PLAN
-----------------------------------------------------------------------------------------------
1998 1999
-----------------------------------------------------------------------------------------------
MONTHS 1 2 3 4 5 6 7 8 9 10 11 12 13 14
-----------------------------------------------------------------------------------------------
POSITION Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
-----------------------------------------------------------------------------------------------
TOTAL PROJECT STAFFING
-----------------------------------------------------------------------------------------------
PROJECT MANAGER 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Assistant Proj.
Manager/Business Manager 1 1 1 1 1 1 1 0 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------
Engineering Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Operations Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Controls Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Cost/Schedule Engineer 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Accounting Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Accountant 0.5 0.5 0.5 0.5 0.5 0.5 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Accounts Payable Processor 0 0.5 0.5 0.5 0.5 0.5 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Accounts Payable Processor 0.5 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Accounts Payable Processor 0 0 0.5 0.5 0.5 0.5 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Clerical Support 0 0 0.5 0.5 0.5 0.5 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Contracts/QA Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Procurement Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Purchasing
Specialist/Material
Supervisor 0 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Safety Manager 0.5 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Regional Operations Manager 5 5 5 5 5 5 5 5 5 5 5 5 3 3
-----------------------------------------------------------------------------------------------
Resident Engineer 4 4 5 7 7 7 8 6 6 8 8 6 6 5
-----------------------------------------------------------------------------------------------
Contract Administrator 4 4 5 5 5 5 5. 5 5 5 5 3 2 1
-----------------------------------------------------------------------------------------------
Contract Administrator 0 0 1 3 3 4 4 4 6 6 5 5 5 4
-----------------------------------------------------------------------------------------------
Cost/Schedule Engineer 4 5 5 5 5 5 5 5 5 5 5 5 5 5
-----------------------------------------------------------------------------------------------
Purchasing 1 2 4 4 4 4. 5 5 5 5 5 5 3 2
Specialist/Material
Supervisor
-----------------------------------------------------------------------------------------------
Lead Field Coordinator 7 7 7 7 7 7 7 7 7 7 7 5 4 4
-----------------------------------------------------------------------------------------------
Field Coordinator 6 15 23 32 34 34 34 34 34 34 34 27 19 9
-----------------------------------------------------------------------------------------------
Power Coordinator 0 0 1 5 7 8 8 8 8 8 8 5 3 30
-----------------------------------------------------------------------------------------------
Records Manager 1 1 1 1 1 1 1 1 1 1 1 1 1 1
-----------------------------------------------------------------------------------------------
Regional Document Controls 8 10 10 10 10 10 10 10 10 10 10 10 10 10
Manager
-----------------------------------------------------------------------------------------------
Clerical support 1 8 8 8 8 8 8 8 8 8 8 6 6 6
-----------------------------------------------------------------------------------------------
Design Engineering 1 1 1 1 0 0 0 0 0 0 0 0 0 0
Supervisor
-----------------------------------------------------------------------------------------------
Standards/Design Engineer 3 3 3 3 1 1 0 0 0 0 0 0 0 0
-----------------------------------------------------------------------------------------------
TOTAL 55.5 78 93 110 111 113 116 115 116 116 116 98 82 65
-----------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
2000
---------------------------------------------------------------------------------
MONTHS 15 16 17 18 19 20 21 22 TOTAL
---------------------------------------------------------------------------------
POSITION Jan Feb Mar Apr May Jun Jul Aug JOBHOURS
---------------------------------------------------------------------------------
TOTAL PROJECT STAFFING
---------------------------------------------------------------------------------
PROJECT MANAGER 1 1 1 1 1 1 1 1 3,564
---------------------------------------------------------------------------------
Assistant Proj.
Manager/Business Manager 0 0 0 0 0 0 0 0 1,134
---------------------------------------------------------------------------------
Engineering Manager 1 1 1 1 1 1 1 0 3,402
---------------------------------------------------------------------------------
Operations Manager 0 0 0 0 0 0 0 0 2,268
---------------------------------------------------------------------------------
Controls Manager 1 1 1 0 0 0 0 0 2,754
---------------------------------------------------------------------------------
Cost/Schedule Engineer 1 1 1 1 1 1 1 0 3,633
---------------------------------------------------------------------------------
Accounting Manager 1 1 0 0 0 3,287
---------------------------------------------------------------------------------
Accountant 1 1 1 1 1 0 0 0 2,768
---------------------------------------------------------------------------------
Accounts Payable Processor 1 1 1 0.5 0.5 0 0 0 2,509
---------------------------------------------------------------------------------
Accounts Payable Processor 1 1 1 0.5 0.5 0 0 0 3,028
---------------------------------------------------------------------------------
Accounts Payable Processor 1 1 1 0.5 0.5 0 0 0 2,422
---------------------------------------------------------------------------------
Clerical Support 1 1 1 0.5 0.5 0 0 0 2,422
---------------------------------------------------------------------------------
Contracts/QA Manager 1 1 1 1 1 1 1 0 3,402
---------------------------------------------------------------------------------
Procurement Manager 1 1 1 1 1 1 1 0 3,402
---------------------------------------------------------------------------------
Purchasing
Specialist/Material
Supervisor 0 0 0 0 0 0 0 0 2,249
---------------------------------------------------------------------------------
Safety Manager 0 0 0 0 0 0 0 0 2,336
---------------------------------------------------------------------------------
Regional Operations Manager 3 2 1 1 1 1 0 0 12,975
---------------------------------------------------------------------------------
Resident Engineer 1 1 1 1 1 0 0 0 16,608
---------------------------------------------------------------------------------
Contract Administrator 1 1 0 0 0 0 0 0 10,553
---------------------------------------------------------------------------------
Contract Administrator 2 1 1 1 1 0 0
---------------------------------------------------------------------------------
Cost/Schedule Engineer 3 2 1 1 1 1 0 0 13,494
---------------------------------------------------------------------------------
Purchasing 1 1 1 1 1 0 0 0 10,207
Specialist/Material
Supervisor
---------------------------------------------------------------------------------
Lead Field Coordinator 1 1 0 0 0 0 0 0 15,916
---------------------------------------------------------------------------------
Field Coordinator 4 3 2 2 2 1 0 0 66,259
---------------------------------------------------------------------------------
Power Coordinator 0 0 0 0 0 0 0 0 11,937
---------------------------------------------------------------------------------
Records Manager 1 1 1 1 0 0 0 0 3,114
---------------------------------------------------------------------------------
Regional Document Controls 4 2 1 1 1 1 0 0 25,604
Manager
---------------------------------------------------------------------------------
Clerical support 2 1 1 1 1 1 1 0 18,511
---------------------------------------------------------------------------------
Design Engineering 0 0 0 0 0 0 0 0 692
Supervisor
---------------------------------------------------------------------------------
Standards/Design Engineer 0 0 0 0 0 0 0 0 2,422
---------------------------------------------------------------------------------
TOTAL 35 28 22 19 18 10 6 1 262,213
---------------------------------------------------------------------------------
ATTACHMENT D
ESTIMATED OCDS
[CONFIDENTIAL TREATMENT REQUIRED]
