SERVICES AGREEMENT
THIS SERVICES AGREEMENT (this "Agreement"), dated as of the 1st day of
July, 1999, is made by and between TRITEL COMMUNICATIONS, INC., a Delaware
corporation ("Tritel"), and WIRELESS FACILITIES, INC., a Delaware corporation
("WFI").
In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
SECTION 1. THE SERVICES
1.1 SERVICES.
WFI will perform the services described on Exhibit A and Exhibit D (the
"Services") for Tritel (or subsidiaries or entities under common control with
Tritel, as directed by Tritel) regarding the project described therein (the
"Project") in accordance with the terms and conditions of this Agreement. WFI
will perform the Services in a professional, workmanlike manner, will exercise
reasonable skill, care and diligence in the performance of the Services and will
carry out its responsibilities in accordance with industry accepted good
professional engineering practices and in compliance with all standards and
rules reasonably established by Tritel from time to time. Unless otherwise
agreed by Tritel in writing, WFI will provide all personnel, equipment and
supplies necessary or appropriate to perform the Services.
1.2 EXAMINATION OF THE SERVICES.
WFI has examined the applicable ordinances, rules and regulations, and
has examined the markets where the Services will be provided and satisfied
itself as to all conditions to be encountered in the performance of the
Services.
1.3 TIME IS OF THE ESSENCE.
Upon execution of this Agreement, the parties shall promptly negotiate
and establish a general overall progress schedule for the performance of the
Services in all markets subject to this Agreement and completion of the Project,
which schedule shall be supplemented (prior to commencing Services in any
market) with more detailed and mutually established market by market progress
schedules for RF Engineering Services (the general and more detailed progress
schedules may be hereafter referred to collectively as the "Progress Schedule")
which shall include a description of milestones marking the completion of
certain successive phases of the Services (the "Milestones"). The Progress
Schedule, when executed by Tritel and WFI, shall be deemed an addendum to this
Agreement and become an integral part of this Agreement. The Progress Schedule
may be amended by mutual agreement of Tritel and WFI in writing.
In the performance of WFI's obligations under this Agreement, time is
of the essence. WFI agrees to see to the timely performance of the Services in
accordance with the Progress Schedule and will not delay (beyond deadlines
established in the Progress Schedule) or interfere with other portions of work
on the Project. WFI recognizes that Tritel will incur severe
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economic loss if the Project is not timely completed, and that WFI will be
responsible to compensate Tritel for such loss in accordance with Section 1.9 if
WFI does not comply with the Progress Schedule.
1.4 COMMENCEMENT AND PROGRESS.
Upon Tritel and WFI's mutual execution of the Progress Schedule, WFI
will commence providing Services within a market specified by Tritel [within
three (3) weeks] after written notice from Tritel to WFI, and shall provide the
Services diligently and in accordance with the Progress Schedule.
1.5 PRIORITY OF SERVICES.
Tritel shall have the right to decide the time, order and priority in
which the various portions of the Services shall be performed and all other
matters relevant to the timely and orderly conduct of WFI's Services.
Tritel shall consult with WFI's project manager concerning all such matters.
1.6 COORDINATION.
WFI shall cooperate with Tritel and all other contractors involved in
the Project in the provision of the Services. Tritel shall cooperate with WFI in
connection with its provision of the Services, and shall instruct its
contractors and agents involved in the Project to do likewise.
1.7 AUTHORIZED REPRESENTATIVE; PERSONNEL.
WFI shall designate one or more persons who shall be WFI's authorized
representative(s) on-site and off-site. Tritel shall have the right to approve
any personnel assigned by WFI to perform any Services, which approval shall not
be unreasonably withheld or delayed.
1.8 ASSIGNMENT AND SUBCONTRACTING.
WFI will not assign the work under this Agreement, or subcontract any
portion of it, without the prior written consent of Tritel. WFI will not make
any assignment of payments to be earned by WFI under this Agreement without the
prior written approval of Tritel.
1.9 CONSEQUENCES FOR DELAY.
WFI will be excused for any delay caused by acts of God, war (including
civil war), civil unrest, acts of government, fire, floods, explosions,
inclement weather, epidemics, quarantine restrictions, labor unrest, strikes,
lockouts, delays solely caused by Tritel or its vendors or other contractors, or
other events beyond the control of WFI. WFI will be entitled to extensions of
time for such delay only upon written notice to Tritel [within ten (10) days]
after commencement of the delay.
If due to any act or omission of WFI mutually agreed Acceptance
Criteria (defined below) are not met and the commercial launch of a system is
delayed, WFI shall correct to Tritel's reasonable satisfaction, at WFI's sole
cost, any deficiency in the applicable design
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criteria, including, reasonable costs associated with additional planning
and testing, acquiring and constructing additional cell sites erroneously
omitted from (or required as a result of any flaw in) WFI's original RF design
and the cost of additional base stations and other equipment and supplies not
contemplated in WFI's original RF design, but only to the extent that such flaws
were not caused by the conduct of Tritel, its officers, employees,
subcontractors (other than WFI) or agents ("Tritel Deficiencies"). For
corrective work performed by WFI as a result of Tritel Deficiencies, Tritel
shall compensate WFI on a time and materials basis pursuant to the hourly rates
set forth in Exhibit B. The provisions of this paragraph shall not apply to
deficiencies caused by Tritel's deviation from the original design criteria.
SECTION 2. COMPENSATION
2.1 COMPENSATION.
Tritel will pay WFI for Services rendered in accordance with Exhibit B
and Exhibit E (the "Compensation"). Unless expressly excluded pursuant to the
terms of this Agreement, all costs and expenses related to the provision of the
Services are included in the Compensation. However, any state and local sales or
use taxes arising from Tritel's payment of the Compensation are not included
and, if applicable, shall be payable by Tritel.
2.2 PAYMENT TERMS.
WFI will submit invoices to Tritel in accordance with the Milestone
schedules set forth in Exhibit B for RF Engineering Services, and Exhibit E for
Microwave Relocation Services. Tritel will remit all properly payable amounts
within thirty (30) days of Tritel's receipt of any such invoice [unless Tritel
elects the financing option set forth below. Tritel may elect to finance the
payment of any invoice for a period of up to nine months. If Tritel so elects,
interest will begin to accrue on all charges set forth in any deferred invoice
[CONFIDENTIAL TREATMENT REQUESTED]. Each invoice will describe, in reasonable
detail and with respect to the relevant invoice period (a) a description of the
Services provided, and (b) any work product created. The Compensation shall not
be altered except as specifically provided for in this Agreement.
2.3 INVOICE REPRESENTATION.
All invoices must be accompanied by a representation and warranty of
WFI that all laborers, subcontractors, suppliers and others who might claim lien
rights on the Project have been or will be timely paid in full.
2.4 PAYMENT NOT ACCEPTANCE.
Payment to WFI alone does not constitute or imply acceptance by Tritel
of any portion of WFI's Services.
2.5 WFI PAYMENT FAILURE.
If it appears to Tritel that the labor, material and other bills
incurred in the performance of WFI's Services (which if unpaid may give rise to
lien rights or claims on the Project) are not
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being currently paid, Tritel may take such steps as it deems necessary to insure
that the money paid to WFI will be utilized to pay such bills.
2.6 BACK CHARGES AND WITHHOLDS.
Tritel may withhold payments from WFI in amounts that are sufficient to
protect Tritel in the event of any of the following:
(a) WFI's improper or delayed works, defective work or damage to the
work, which is not corrected by it as prescribed in Section 1.9;
(b) Filing of any claims, demands, suits, attachments and/or liens
against WFI;
(c) Reasonable evidence brought to Tritel's attention that any
claims, demands, suits, attachments and/or liens are to be filed
against WFI which could potentially affect the Project;
(d) Reasonable evidence brought to Tritel's attention of prospective
insolvency of WFI; or
(e) Any bona fide claim or lien against Tritel or the premises upon
which the Services were performed which arises out of WFI's
default in its performance of this Agreement.
2.7 FINAL PAYMENT.
The final payment will be due when WFI's Services have been completed
and accepted by Tritel, which acceptance shall not be unreasonably withheld. For
purposes of this Section 2.7, final payment shall be deemed to have been made
upon Tritel's election to finance the charges subject to the final payment,
effective upon Tritel's provision of notice of such election to WFI. [The making
and acceptance of final payment shall not constitute a waiver of any claims by
WFI against Tritel for compensation for extra work or for compensation of any
kind claimed by WFI because of the activities of Tritel in connection with the
Project.] Prior to final payment WFI shall submit to Tritel:
(a) WFI's affidavit that all payrolls, bills for materials and
equipment, and other indebtedness connected with WFI's Services
for which Tritel or its property might in any way be liable, have
been paid, or otherwise satisfied;
(b) Satisfaction of all required acceptance criteria which shall be
mutually established by Tritel and WFI within [90 days] of
execution of this Agreement in accordance with the parameters and
procedures set forth in the General Milestone and Acceptance
Criteria Schedule attached as Exhibit C (such acceptance criteria
as shall be established may be referred to as the "Acceptance
Criteria"); and
(c) Other data as reasonably required by Tritel, such as receipts,
releases, and waivers of liens.
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Final payment shall not constitute a waiver of all claims by WFI for additional
compensation relating to WFI's Services, but shall in no way relieve WFI of
liability for obligations assumed under this Agreement or for faulty or
defective work appearing within [CONFIDENTIAL TREATMENT REQUESTED] from the
later of (i) final payment; or (ii) commercial in-service use of the applicable
system.
2.8 SUSPENSION OF SERVICES.
During the term of this Agreement, Tritel may elect to suspend Services
in progress in a specific market due to any of the following conditions:
(i) FCC or state regulatory actions which affect a specific Tritel
service area;
(ii) Moratoriums or similar actions imposed by state or local
authorities which would materially affect Tritel's ability to
complete network deployment within such area; or
(iii) Mutual agreement by WFI and Tritel.
If Services were suspended as a result of any of the above conditions, WFI would
receive demobilization compensation during the suspension and remobilization
compensation if WFI's personnel are remobilized. Demobilization compensation
will equal [CONFIDENTIAL TREATMENT REQUESTED] of the hourly rates of personnel
demobilized (assuming a 9-hour workday and 5-day workweek during any period of
demobilization). Tritel will not assign work in progress, suspended under this
provision, to other contractors for resumption of work without the mutual
consent of Tritel and WFI. The Progress Schedule for any market suspended shall
be tolled during any period of suspension. No suspension of services under this
provision will occur prior to completion of the design phase and issuance of
search rings.
SECTION 3. TERM.
The term of this Agreement will commence on the date hereof and, unless
otherwise earlier terminated pursuant to Section 11 or extended upon mutual
written agreement of the parties, will end upon the earlier of: (i) WFI's
completion and Tritel's acceptance of the Services (as determined by the
Acceptance Criteria); or (ii) fifteen (15) months from the date of WFI's
commencement of Services in the last market of Tritel in the Project covered by
this Agreement.
SECTION 4. INDEPENDENT CONTRACTOR.
WFI will perform the Services as an independent contractor of Tritel,
and this Agreement will not be construed to create a partnership, joint venture
or employment relationship between WFI and Tritel. WFI will not represent itself
to be an employee or agent of Tritel or enter into any agreement on Tritel's
behalf or in Tritel's name, unless WFI is specifically authorized in writing by
Tritel to do so.
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SECTION 5. COMPLIANCE WITH LAWS.
WFI will at its own cost (a) comply with all federal, state and local
laws, ordinances, regulations and orders with respect to its performance of the
Services (collectively, the "laws"), (b) file all reports relating to the
Services (including, without limitation, tax returns), (c) pay all filing fees
and federal, state and local taxes applicable to WFI's business as the same
shall become due, and (d) pay all amounts required under local, state and
federal workers' compensation acts, disability benefit acts, unemployment
insurance acts and other employee benefit acts when due. WFI will provide Tritel
with such documents and other supporting materials as Tritel may reasonably
request to evidence WFI's continuing compliance with this Section 5. WFI is
liable to Tritel for all fines and penalties attributable to any acts of
commission or omission by WFI, its employees and agents resulting from the
failure to comply with laws.
SECTION 6. INSURANCE.
6.1 COVERAGE REQUIREMENTS.
WFI will procure and maintain, during the term of this Agreement,
insurance of the following types and coverage amounts:
(a) Workers compensation insurance in accordance with the
provisions of the applicable workers compensation or similar
law of the states applicable to WFI' personnel;
(b) Comprehensive general liability insurance with minimum
coverage of $1,000,000 combined single limit per occurrence
for bodily injury or property damage, including coverage of
liability assumed in this Agreement;
(c) Automobile liability insurance insuring all owned, non-owned
and hired automotive equipment in minimum combined single
limit amounts of $1,000,000;
(d) Umbrella coverage of not less than $4,000,000 combined single
limit in excess of the coverage required in subsections (b)
and (c) above;
(e) Errors and omissions coverage of not less than $1,000,000 per
occurrence.
Tritel shall be named as additional insured under the insurance
required under subsections (b), (c), (d), and (e). WFI shall provide Tritel with
certificates of insurance evidencing the coverage required above. Such insurance
will provide for 30 days prior written notice to Tritel in event of
cancellation, non-renewal, or material changes in coverage.
6.2 CANCELLATION.
WFI's insurance policies shall contain a provision that coverage
afforded under the policies will not be canceled, changed in a manner to reduce
coverage from the levels currently in effect or not renewed (unless replaced
with equivalent coverage with an alternate carrier) until at least thirty days'
prior written notice has been given to Tritel. A statement to this effect xxxx
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be included with WFI's insurance certificates. Certificates of insurance
acceptable to Tritel shall be filed with Tritel prior to the commencement of
WFI's Services.
6.3 WAIVER OF SUBROGATION.
Tritel and WFI waive all rights against each other and against separate
contractors, and all other subcontractors for damages caused by fire or other
perils to the extent covered by Builder's Risk or any other property insurance
purchased for the Project, except such rights as they may have to the proceeds
of such insurance.
6.4 RISK OF LOSS.
WFI will be liable for all loss or damage, other than ordinary wear and
tear, to Tritel's property while in WFI's sole possession or control. In the
event of any such loss or damage, WFI will pay Tritel the full current
replacement cost of such equipment or property within [thirty (30) days] after
its loss or damage. If replacement equipment is not readily available for
acquisition by Tritel, WFI shall obtain, by lease or other means, equipment of
equivalent functionality and provide such equipment to Tritel until permanent
replacement equipment is available for acquisition by Tritel.
6.5 NO WORKERS' COMPENSATION LIMITATION ON INDEMNITY.
In any and all claims against Tritel (or any contractor providing
project or construction management services ("Project Management Contractor"),
currently Xxxxxxx Corporation) by any employee of WFI or anyone directly or
indirectly employed by WFI or anyone for whose acts WFI may be liable, the
indemnification obligations under Section 9 shall not be limited in any way by
any limitation on the amount or type of damages, compensation or benefits
payable by or for WFI under Workers' Compensation laws, disability benefit laws
or other employee benefit laws.
SECTION 7. OWNERSHIP AND USE OF PROPRIETARY MATERIALS
7.1 PROPRIETARY MATERIALS.
As used in this Agreement, "Proprietary Materials" means all products,
devices, computer programs, techniques, know-how, algorithms, procedures,
discoveries or inventions, whether patentable or copyrightable and whether
reduced to practice, and all materials, texts, drawings, specifications, source
code, data and other recorded information, in preliminary or final form and on
any media whatsoever, that (a) is within the scope of the Project or (b) reduced
to practice, developed, discovered, invented or made by WFI during the term of
this Agreement, whether solely or jointly with others, and solely for the
purposes of performing the Services.
7.2 OWNERSHIP.
Tritel will be the exclusive owner of all Proprietary Materials arising
from WFI's performance of this Agreement. To the extent permitted under the U.S.
Copyright Act (17 USC ss. 101 et seq., and any successor statute thereto), the
Proprietary Materials will constitute "works made for hire," and the ownership
of such Proprietary Materials will vest in Tritel at the time
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they are created. To the extent the Proprietary Materials are not "works made
for hire" under applicable copyright laws, WFI hereby assigns and transfers to
Tritel all right, title and interest that WFI may now or hereafter have in the
Proprietary Materials, subject to the limitations set forth in Section 7.4. WFI
will promptly disclose to Tritel all Proprietary Materials.
7.3 FURTHER ACTS.
WFI will take such reasonable action (including, but not limited to,
the execution, acknowledgement, delivery and assistance in preparation of
documents or the giving of testimony) as may be requested by Tritel to evidence,
transfer, vest or confirm Tritel's right, title and interest in the Proprietary
Materials. If testimony or other resources of WFI are required, WFI shall be
compensated for personnel time at the hourly rates set forth in Exhibit B.
7.4 LIMITATION.
Notwithstanding any other provision of this Agreement to the contrary,
this Section 7 will not obligate WFI to assign or offer to assign to Tritel any
of WFI's rights in an invention for which no equipment, supplies, facilities or
trade secret information of Tritel was used and which was developed entirely on
WFI's own time, unless the invention relates directly to the Project.
7.5 USE.
Except as required for WFI's performance of the Services or as
authorized in writing by Tritel, WFI will not use, disclose, publish or
distribute any Proprietary Materials or remove any Proprietary Materials from
Tritel's premises. WFI will hold all Proprietary Materials for Tritel in a
secure place, limiting access thereto, and will deliver them to Tritel upon
request and in any event upon the expiration or termination of this Agreement.
7.6 NON-INFRINGEMENT WARRANTY.
WFI represents and warrants that any Proprietary Materials originating
from WFI, and the exercise by Tritel of its rights hereunder with respect to the
Proprietary Materials, will not infringe upon, violate or misappropriate any
patent, copyright, trade secret, trademark, contract or other right or interest
of any third party.
7.7 OTHER COMPANIES.
During the course of providing the Services, WFI employees may use
software and documentation created by other RF services companies. Each WFI
employee who uses these software products must agree in writing to protect any
confidential information they acquire through training on or use of these
software products.
7.8 REMEDIES.
WFI agrees that damages may be inadequate to compensate for the unique
losses to be suffered in the event of a breach of the provisions set forth in
Sections 7.1 through 7.7, and that Tritel will be entitled, in addition to any
other remedy it may have under this Agreement or at
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law, to seek and obtain injunctive and other equitable relief, including
specific performance of the terms of this Agreement without the necessity of
posting bond.
SECTION 8. NO CONFLICTING OBLIGATIONS.
8.1 OTHER AGREEMENTS.
WFI's execution, delivery and performance of this Agreement will not
violate any other employment, nondisclosure, confidentiality, consulting or
other agreement to which WFI is a party or by which it may be bound.
8.2 THIRD-PARTY CONFIDENTIAL INFORMATION.
WFI will not use, in the performance of the Services or the creation of
any Proprietary Materials, or disclose to Tritel any confidential or proprietary
information of any other person if such use or disclosure would violate any
obligation or duty that WFI owes to such other person. WFI's compliance with
this Section 8.2 will not prohibit, restrict or impair WFI's performance of the
Services and it's other obligations and duties to Tritel.
SECTION 9. INDEMNIFICATION.
WFI shall indemnify, defend and hold Tritel (and Tritel's agents, legal
representatives, officers, directors, shareholders and employees) harmless from
all claims, damages, losses, costs, expenses (including reasonable attorneys'
fees actually paid or incurred) and liabilities, including any amounts paid by
the indemnified party in satisfaction of judgments, in compromise or as fines
and penalties, arising out of or resulting from any claim, action, investigation
or other proceeding (including any proceeding by any of WFI's employees, agents
or subcontractors), actual or threatened, that is based upon (a) a default by
WFI in the performance of its obligations under this Agreement, (b) any
representation or warranty of WFI being untrue in any material respect, (c) the
conduct of WFI's business, (d) any negligent act or omission of WFI, or (e) the
infringement or misappropriation of any foreign or United States patent,
copyright, trade secret or other proprietary right by the Proprietary Materials
originating from WFI.
SECTION 10. NONDISCLOSURE AGREEMENT
As a condition to Tritel's obligations under this Agreement, WFI agrees
to abide by all the terms and conditions of that certain Non-disclosure
Agreement dated as of ___________, 1999, executed by and between Tritel and WFI
(the "Non-disclosure Agreement").
SECTION 11. TERMINATION.
11.1 TERMINATION FOR CAUSE.
Tritel may terminate this Agreement upon an Event of Default (defined
below), provided, however, that as to any of the matters set forth in
subparagraphs (iii) through (vii) of Section 13: (a) Tritel sends written notice
to WFI describing the breach in reasonable detail, (b) WFI does not cure the
breach within [CONFIDENTIAL TREATMENT REQUESTED] following its receipt of such
notice, and (c) following the expiration of the [CONFIDENTIAL TREATMENT
REQUESTED], Tritel
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sends a second written notice to WFI indicating Tritel's desire to terminate
this Agreement. If an Event of Default results from any of the matters set forth
in subparagraphs (i) and (ii) of Section 13, Tritel's termination of this
Agreement shall be effective upon giving notice of termination to WFI. WFI may
terminate this Agreement upon Tritel's material breach of this Agreement,
provided that (a) WFI sends written notice to Tritel describing the breach in
reasonable detail, (b) Tritel does not cure the breach within [CONFIDENTIAL
TREATMENT REQUESTED] following its receipt of such notice, and (c) following the
expiration of the [CONFIDENTIAL TREATMENT REQUESTED], WFI sends a second written
notice to Tritel indicating WFI's desire to terminate this Agreement.
If Tritel terminates this Agreement for cause as described above,
Tritel, without prejudice to any other remedy it might have, may terminate this
Agreement and complete the Services by such means as Tritel deems fit.
11.2 TERMINATION FOR CONVENIENCE.
Either Tritel or WFI may terminate this Agreement at any time upon
ninety- (90) days' written notice to the other (a "Termination for
Convenience"). Upon a Termination for Convenience by Tritel, WFI shall be
compensated for any Services rendered but which have not been paid ("Unpaid
Services") on a time and materials basis as set forth in Exhibit B, except to
the extent that any Unpaid Services constitute a Milestone in which case payment
shall be made in accordance with the Milestone schedule set forth in Exhibit B
in addition to time and materials compensation for any such post-Milestone
Unpaid Services. Upon a Termination for Convenience by WFI, WFI shall not be
compensated for any Unpaid Services unless the Unpaid Services constitute a
Milestone in which case payment shall be made in accordance with the Milestone
schedule set forth in Exhibit B.
11.3 SURVIVAL.
Sections 5 and 7 and Sections 9 through 24 (together with all other
provisions of this Agreement that may reasonably be interpreted or construed as
surviving termination of the Term) will survive for one year after the
termination of the Term.
SECTION 12. NOTICES.
All notices given hereunder will be given (and shall be deemed to have
been given upon receipt) in writing, will refer to this Agreement and will be
personally delivered, sent by telecopy, by other electronic facsimile
transmission or by registered or certified mail (return receipt requested) to
the address set forth below the parties' signatures at the end of this
Agreement. Any party may from time to time change such address by giving the
other party notice of such change in accordance with this Section 12. A copy of
each notice given hereunder to Tritel shall be given to Xxxxx Xxxxx XX, Esq.;
Young, Williams, Xxxxxxxxx & Xxxxxxxx, P.A.; 0000 Xxxxxxx Xxxxxxxx Xxxxx;
Xxxxxxx, XX 00000.
SECTION 13. EVENT OF DEFAULT.
For the purposes of this Agreement, an "Event of Default" shall be if:
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(i) At any time there shall be filed by or against WFI in any
court a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee
of all or a portion of the property of WFI, and within
forty-five (45) days from the filing date WFI fails to secure
a discharge; or
(ii) WFI makes an assignment for the benefit of creditors or
petitions for or enters into an agreement or arrangement with
its creditors; or
(iii) WFI materially fails to prosecute the Services in accordance
with the Acceptance Criteria, and therefore, fails to complete
the Services entirely on or before any date established in the
Progress Schedule for partial, substantial or final completion
(except for delays for which WFI is entitled to additional
time); or
(iv) There is a material breach of any of WFI's representation or
warranties contained in this Agreement or required to
accompany any invoice rendered under this Agreement; or
(v) WFI fails to supply sufficient labor, material and/or
equipment so as to complete the Services in accordance with
the Progress Schedule, unless such delay is excused in
accordance with Section 1.9; or
(vi) WFI performs defective work and fails to correct promptly and
properly such defective work; or
(vii) Without limitation, WFI fails to perform any material
provision of this Agreement.
SECTION 14. ASSIGNMENT
WFI may assign this Agreement, in whole nor in part, without Tritel's
prior written consent to (a) any corporation or other entity resulting from any
merger, consolidation or other reorganization to which WFI is a party, (b) any
corporation, partnership, association or other entity or person to which WFI may
transfer all or substantially all of the assets and business of WFI existing at
such time, or (c) any subsidiary of or entity under common control with WFI.
Tritel may assign its rights hereunder to (a) any corporation or other entity
resulting from any merger, consolidation or other reorganization to which Tritel
is a party, (b) any corporation, partnership, association or other entity or
person to which Tritel may transfer all or substantially all of the assets and
business of Tritel existing at such time or to which all or part of the system
to which the Project relates is assigned , or (c) any subsidiary of or entity
under common control with Tritel. Upon any such assignment by Tritel and the
full and unconditional assumption by such assignee of all of Tritel's
obligations hereunder arising after such assignment, Tritel shall be released
and free from any obligation or liability under this Agreement arising after
such assignment. All the terms and provisions of this Agreement will be binding
upon and inure to the benefit of and be enforceable by the parties hereto and
their respective successors and permitted assigns.
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SECTION 15. PERSONNEL
The terms and conditions of this Agreement will be binding upon each
party's respective employees, agents, contractors and affiliates.
SECTION 16. WAIVERS
No delay or failure by any party hereto in exercising or enforcing any
of its rights or remedies hereunder, and no course of dealing or performance
with respect thereto, will constitute a waiver thereof. The express waiver by a
party hereto of any right or remedy in a particular instance or will not
constitute a waiver thereof in any other instance. All rights and remedies will
be cumulative and not exclusive of any other rights or remedies.
SECTION 17. AMENDMENTS
No amendment, waiver or discharge of any provision of this Agreement
will be effective unless made in writing that specifically identifies this
Agreement and the provision intended to be amended, waived or discharged and
signed by Tritel and WFI. Each such amendment, waiver or discharge will be
effective only in the specific instance and for the specific purpose for which
given.
SECTION 18. APPLICABLE LAW
This Agreement and each of the documents referred to herein shall be
interpreted, construed, applied and enforced in accordance with the laws of the
State of Mississippi, without regard to any rules governing conflicts of laws.
Subject to the requirement of Section 21 below, any action to enforce arising
out of, or relating in any way to, any of the provisions of this Agreement may
be brought and prosecuted only within such court or courts located in the State
of Mississippi as is provided by law; and the parties consent to the
jurisdiction of said court or courts located in the State of Mississippi and the
service of process by registered mail, return receipt requested, or by any other
manner provided by law.
SECTION 19. SEVERABILITY
If any provision of this Agreement is held invalid, illegal or
unenforceable in any jurisdiction, for any reason, then, to the full extent
permitted by law (a) all other provisions hereof will remain in full force and
effect in such jurisdiction and will be liberally construed in order to carry
out the intent of the parties hereto as nearly as may be possible, (b) such
invalidity, illegality or unenforceability will not affect the jurisdiction of
any court or arbitrator thereover and such court or arbitrator, as applicable,
will have the power to reform such provision to the extent necessary for such
provision to be enforceable under applicable law.
SECTION 20. ENTIRE AGREEMENT
This Agreement and the Non-disclosure Agreement, including the exhibits
and schedules hereto and thereto, constitute the entire agreement between the
parties with respect to their subject matters, and all prior or contemporaneous
oral or written communications,
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
understandings or agreements between the parties with respect to such subject
matters are hereby superseded in their entireties.
SECTION 21. DISPUTES
21.1 AGREEMENT TO ARBITRATE.
If not settled by the parties pursuant to good faith negotiations, all
claims, disputes and matters in question arising out of, or relating to, this
Agreement or any claimed breach of this Agreement, , shall be decided by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association then in effect unless the parties mutually agree
otherwise. This agreement to arbitrate shall be specifically enforceable.
21.2 DEMAND FOR ARBITRATION.
Notice of demand for arbitration shall be filed in writing with the
other party to this Agreement and with American Arbitration Association. The
demand for arbitration shall be made within thirty (30) days after written
notice of the claim, dispute or other matter in question has been given, and in
no event shall it be made after the time when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be
barred by the applicable statute of limitations, whichever occurs first. The
location of the arbitration proceeding shall be Jackson, Mississippi.
21.3 AWARD.
The 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.
21.4 EXCEPTIONS.
This agreement to arbitrate shall not apply to any claim of
contribution or indemnity asserted by one party of this Agreement against the
other party and arising out of an action brought in a state or federal court or
in arbitration by a person who is under no obligation to arbitrate the subject
matter of such action with either of the parties to this Agreement, or who does
not consent to such arbitration.
SECTION 22. COUNTERPARTS.
This Agreement may be executed in two or more counterparts that
together shall constitute a single agreement.
SECTION 23. HEADINGS.
The headings contained in this Agreement are for ease of reference and
shall not affect the interpretation or meaning of this Agreement.
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
SECTION 24. PUBLICITY.
So long as this Agreement is in effect, neither WFI nor any of its
affiliates, officers, directors, employees or agents shall issue any press
release or otherwise make any public statement with respect to the existence of
this Agreement or the subject matter of this Agreement without the prior written
consent of Tritel.
The parties have executed this Agreement as of the date first set forth
above.
TRITEL COMMUNICATIONS, INC.
By:_____________________________________
Name: Xxxx Xxxxxx
Its: President
ADDRESS:
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Attn.: Xxxxx X. Xxxxxxxx, Xx.
WIRELESS FACILITIES, INC.
By:______________________________________
Name: Xx. Xxxxxx Xxxxxx
Its: President
ADDRESS:
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attn.: Xx. Xxxxxx Xxxxxx, President
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
EXHIBIT A
GENERAL DESCRIPTION OF SERVICES
A.1 RF ENGINEERING SERVICES
WFI specializes in the design, development and implementation of advanced
wireless communications systems. The firm offers full-service engineering
consulting for system design, implementation and optimization. Listed below are
the major engineering activities and key deliverables (broken down into three
major phases) to be provided by WFI to Tritel regarding Tritel's proposed TDMA
IS-136 PCS system. All RF Engineering services shall be performed in accordance
to specifications set forth in the Tritel Approved RF Engineering Guidelines.
This Agreement is contingent upon Tritel and WFI reaching a consensus on design
methodology and acceptance criteria within [10 days] from the execution of this
Agreement.
A.1.1 PHASE I -RF ENGINEERING SERVICES - INITIAL RF DESIGN
RF design using a basic cell-planning grid, which attempts to meet the technical
design, objectives. This design stage includes cell counts, basic propagation
analysis, and a detailed design document. A consensus allows the RF designer to
proceed to the next design step.
Major Engineering Activities:
o Establish and Finalize Design Criteria
o Perform Detailed Demographic/Traffic Data Analysis
o Complete Propagation Model Validation
o Complete System Design and Demand Analysis
o Complete Site Verification/Survey
o Analyze Drive Test Measurements
o Complete Nominal System Design
Key Deliverable: Search Area
Maps that detail for each
site: Latitude / longitude,
AMSL ground elevation,
address, coverage
objectives and preliminary
site design recommendations
(tower height, ERP, etc.).
Handoff: Site Acquisition
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
Phase 1 Interim Deliverables:
o Market Visit Report that further describes market's demographic profile but
also includes data on business expansion and development, and recent
population shifts. Potential sites for propagation model validation drive
testing are identified.
o Drive Test and Propagation Model Validation Data that provides a detailed
coverage and propagation analysis (i.e. path loss per decade, 1 mile
intercept, slope, scattergrams, etc.). This data can be used to generalize
the propagation environment for similar morphological and terrestrial arc
as within the market, thereby providing Tritel with a more refined and
accurate RF prediction-modeling tool.
o Detailed Terrain Analysis Report for the markets under design. This
analysis will include identification of locations that may drastically
affect RF propagation and coverage.
o Preliminary Phase I Initial RF Design Document that includes the estimated
number of cell sites, best server plots and coverage maps for each market.
Final demographic data, terrain analysis and preliminary traffic analysis
if applicable.
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
A.1.2 Phase II - RF Engineering Services - Final RF Design and Implementation
Major Engineering Activities:
o Evaluate real world sites and collocation possibilities
o Rank Candidate Sites
o Analyze Drive Test Measurements
o Engineering Analysis of Engineered Sites
o Provide RF engineering information required for FCC/FAA filings
o True-up design -Validate Sites
o Evaluation microwave incumbent cases
o Develop Preliminary Frequency Coordination
o Ensure that special design considerations and growth strategies are
being addressed
KEY DELIVERABLE: APPROVED SITES
Handoff: Site Acquisition, Site
Construction
Phase II Interim Deliverables:
o Candidate Evaluation Report that describes candidate sites submitted by
site acquisition which were evaluated on a per design site basis. The
report will also provide a detailed description of why each site was
approved or disapproved for final consideration.
o Candidate Evaluation Drive Data that provides detailed coverage information
and test configuration setup. [Drive testing for up to [CONFIDENTIAL
TREATMENT REQUESTED] of the candidate sites is included in the fixed rate
pricing.] Additional tests authorized by Tritel shall be billed at a fixed
rate per test.
o Modified RF Network Design pursuant to approved leased candidates and
collocation to be included in the final RF Networking Design. This design
will include sites that have passed zoning and are inline for permanent
placement within the system design.
o Final RF Networking Design that includes coverage, complete frequency
coordination and future issues associated with the design.
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
A.1.3 Phase III - RF Engineering Services - Network Optimization
Major Engineering Activities:
o Create System Optimization Procedures
o Perform System Wide Testing and Integration
o Perform system wide interference analysis testing
o Perform Network Optimization
o Complete Frequency Coordination
o Complete Interference Testing from Non-Relocated Market
Incumbents
KEY DELIVERABLE: SYSTEM AVAILABLE FOR COMMERCIAL SERVICE
Handoff: Operations
Phase III - Interim Deliverables:
o RF Network System Optimization Guidelines and Procedures Manual that
includes descriptions of key system parameters, procedures for adjusting
parameters and processes for solving various system problems.
o RF Networking System Optimization Report detailing the current system
parameter settings and the solutions which were provided to resolve system
problems. Identify site-specific RF performance characteristics.
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
EXHIBIT B
COMPENSATION
B.1 PRICING SUMMARY:
B.1.1 Fixed Rate Pricing
WFI shall perform the Services for Tritel as described in Exhibit A, Section
A.1. The Fixed Rate Pricing set forth below (which shall apply under this
Agreement unless Tritel elects to procure Services on a time and materials basis
as outlined in Section B.1.3) is on a "per site" basis. WFI shall perform the
Services for all "effective base stations" that Tritel builds in the Markets in
which Tritel has engaged WFI, as listed in Exhibit G. The fixed rate pricing
listed below is expressly based upon WFI's performing the Services for all
effective base stations in all such Markets, and upon WFI's performing all three
phases of RF Engineering Services outlined herein.
An "effective base station" shall mean either (a) the provision of Services
equaling approximately one hundred percent (100%) of the RF engineering services
required to provide RF Design, Implementation and Optimization to construct and
place in commercial service one (1) cell site within Tritel's system, or (b) the
provision of Services equaling less than one hundred percent (100%) of the RF
engineering services required to provide RF Design, Implementation and
Optimization to construct and place in service more than one (1) cell site but
which in the aggregate total approximately one hundred percent (100%) of
Services required to construct and place in commercial service an average cell
site within Tritel's total system.
[FIXED RATE PRICING PER SITE]
[CONFIDENTIAL TREATMENT REQUESTED]
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
B.1.2 Volume Purchase Commitment
Section A.1 for a minimum of [CONFIDENTIAL TREATMENT REQUESTED] effective base
stations. At Tritel's election, WFI may also be engaged under this Agreement to
complete additional effective base stations as assigned by Tritel at the same
per site price.
B.1. 3 Hourly Engineering Services Rates
THE FOLLOWING RATES WILL APPLY FOR SERVICES PERFORMED ON A TIME AND MATERIAL
BASIS, IF APPLICABLE, AND ARE GOOD THROUGH DECEMBER OF 1999.
[CONFIDENTIAL TREATMENT REQUESTED]
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
B.2 TEST EQUIPMENT CHARGES:
Listed below are the components whose costs are included in the fixed Rate
Pricing of Section B.1.1. This equipment is necessary to perform testing for
propagation model validation, clear channel verification and candidate
evaluation.
[CONFIDENTIAL TREATMENT REQUESTED]
The cost for additional candidate site tests is [CONFIDENTIAL TREATMENT
REQUESTED].
B.3 BOOM TRUCK RENTAL FEES:
At Tritel's request, WFI shall provide a boom truck platform, operator, fuel,
and insurance to be utilized in conjunction with propagation model and candidate
evaluation testing. WFI will provide these items [CONFIDENTIAL TREATMENT
REQUESTED]
[CONFIDENTIAL TREATMENT REQUESTED]
Extraordinary travel required by Tritel outside of travel between the designated
markets will be billed at [CONFIDENTIAL TREATMENT REQUESTED].
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
B.5 OFFICE EXPENSES:
Office space and all utility costs are not part of this proposal for all markets
outside of San Diego, CA. WFI will require access to a data network, a plotter,
color printer, fax machine, and laser printer. Shipping, supplies, and copying
capabilities to be provided by Tritel at its sole expense. WFI will provide the
following equipment and software required to complete the Project.
o WIZARD(R) RF Prediction and Modeling Tool
o MAPINFO Software
o MAPINFO Databases (Census, Demographic, Traffic)
o Computers - (minimum requirements: 000 XXx, Xxxxxxx, 32 MB RAM)
o Laptop computers - (minimum requirements: 000 XXx, Xxxxxxx, 16 MB RAM)
[CONFIDENTIAL TREATMENT REQUESTED]
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
B.8 TERMS OF PAYMENT
WFI's payment terms are Net 30 days upon Tritel's receipt of invoice, unless
Tritel elects the financing option set forth in the Agreement. Fixed Rate
Billing is based on [a 15-month duration] of work as to each market assigned to
WFI by Tritel during the term of this Agreement. Pricing beyond that time frame
will be based on WFI's Hourly rate set forth in Section B.1.3. Invoices shall be
rendered to the following milestone.
RF Engineering and Project Management Services Payment Milestones
Milestone: Fee:
--------- ---
[CONFIDENTIAL TREATMENT REQUESTED]
Invoices shall initially be based on the parties' mutual good faith estimate of
the total cell sites required in the market(s) in which Services have been
commenced and which are the subject of the invoices ("Initial Invoices"). If
actual cell site counts differ from the estimated count used to calculate
Initial Invoice amounts:
I) The excess amount invoiced, if any, shall be payable by WFI to Tritel
within 30 days of receipt of WFI's adjusted invoice.
i) Shall be applied as a credit towards future invoices.
[CONFIDENTIAL TREATMENT REQUESTED]
II) The amount of deficiency in the invoice total, it any, shall be payable
by Tritel as follows:
i) if the Initial Invoice terms were net 30, like terms apply;
[CONFIDENTIAL TREATMENT REQUESTED]
As soon as the actual number of cell sites to be constructed in such markets in
determined by Tritel invoices shall thereafter be based on the actual cell site
count rather than the estimate.
B.9 CONDITIONS AND CONSIDERATIONS
The following conditions and specific assumptions apply to the fixed rate
pricing under this Agreement:
o WFI requires [CONFIDENTIAL TREATMENT REQUESTED] from issuance of
Purchase Order.
o WFI assumes a [CONFIDENTIAL TREATMENT REQUESTED] schedule per market based
on FAA tower height approval process.
o Fixed rate pricing assumes the following:
1. Completion of all associated tasks in a [CONFIDENTIAL TREATMENT
REQUESTED] period. Delays beyond such period directly attributable
to equipment vendors, zoning entries, FAA, FCC or regulatory
bodies or to Tritel's internal delays will result in charges on a
time and materials basis.
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
2. Propagation Model Validation testing at a maximum of 15% of the
total Project sites.
3. Evaluation of up to [CONFIDENTIAL TREATMENT REQUESTED] viable
candidates submitted by site acquisition personnel per Search
Area.
4. Drive testing of up to [CONFIDENTIAL TREATMENT REQUESTED] of the
total sites will be performed for candidate evaluation. If
requested by Tritel, additional tests can be performed at the rate
specified in Section B.2.
5. Caravan of 1 site per search area.
6. Use of Wizard (R) propagation software for the specified duration
of this Project is included. Use of another tool and any Unix
workstations required for the tool would be at a straight
pass-through charge to Tritel.
[CONFIDENTIAL TREATMENT REQUESTED]
o Tritel will provide WFI personnel access to full office workspace outside
of San Diego, CA at Tritel's sole expense.
o Tritel will provide Letters of Intent for sites to be used in Propagation
Model Validation testing.
o Crane rental charges are optional services available to Tritel as specified
in Section B.3.
o Technology-specific phones and test equipment required for network
optimization is not included.
o FAA filing and authorization is excluded.
o IM testing and Electromagnetic Exposure testing is excluded.
o If WFI is required to redesign the initial search rings, a change order
will be issued from WFI specifying out of scope changes. Additional
payments will be billed on a time and material basis.
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
EXHIBIT C
GENERAL MILESTONE AND ACCEPTANCE CRITERIA SCHEDULE
Milestone Completion and Acceptance Criteria of RF Engineering Deliverables for
Tritel Wireless Markets.
The following conditions, when fulfilled, define Milestone completion and
acceptance criteria for the Services ("Acceptance"). Tritel acknowledges and
accepts that failure to adhere to the Acceptance Criteria unless otherwise
authorized in writing by WFI shall constitutes waiver for all Tritel's claims
against WFI for subsequent delays or failures in network performance.
Acceptance Criteria:
MILESTONE NO. 1 NOMINAL RF DESIGN
x. Xxxxxx will designate a single contract to provide authorized
acceptance and final approvals of all WFI deliverables.
ii. Tritel and WFI must create and mutually agree upon market by market
design criteria prior to the initiation of design activities, including
service levels, reliability margins, coverage objectives, subscriber
counts and planned system growth.
iii. Tritel, WFI and Tritel's designated equipment vendor must agree on
equipment performance specifications to be utilized in the design of
Tritel's network prior to the initiation of design activities. Final
responsibility for all equipment performance issues remains with
Tritel's designated equipment vendor.
iv. Tritel and WFI will mutually agree on Computer-aided design tools to be
utilized during the design of Tritel's markets.
v. WFI will recommend at its discretion the appropriate quantity of sites
required for Propagation Model Validation (PMV) Tests in individual
markets in order to calibrate industry accepted computer-aided
simulation models utilized in the design of Tritel's markets. Tritel is
responsible for providing timely permission to access to selected PMV
sites via its designated Site Acquisition Contractor. Tritel is
responsible for providing clear frequencies for use by WFI in PMV
testing, errors resulting from non-clear frequencies provided to WFI
resulting in erroneous PMV data will be Tritel's responsibility.
vi. WFI will make available to Tritel for its approval the nominal RF
design of individual markets, including link budgets, model parameters,
antenna specifications and expected coverage criteria during a formal
design review prior to issuance of Search Area Maps to Tritel's
designated Site Acquisition Contractor.
MILESTONE NO. 2 SEARCH AREA MAPS
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
i. Issuance of Search Area Maps
MILESTONE NO. 3 SITE ACCEPTANCE
i. Information for site candidates will be provided in a format mutually
agreed to by WFI, Tritel and its designated Site Acquisition
Contractor. WFI will be responsible for approval or disapproval of
proposed candidates within a mutually agreed to review interval.
ii. Tritel or its designate will provide timely access to all candidate
sites required by WFI for candidate testing during the site approval
process.
iii. Any design criteria exceptions will be mutually agreed upon between WFI
and Tritel and Tritel's equipment vendor if appropriate. Design
criteria exceptions include, but are not limited to: Antenna Radiation
Centerline Heights, Antenna Orientations, Site locations outside of
specified search area, Antenna Placement and deviation from recommended
site validation activities.
iv. WFI and Tritel will mutually agree upon a format for delivering
required information for FCC and FAA filings.
MILESTONE NO. 4 OPTIMIZATION
x. Xxxxxx will provide WFI with available cleared spectrum on a market by
basis for use in frequency planning activities. Available spectrum must
be sufficient to support a mutually agreed upon frequent reuse plan to
meet approval channel counts.
ii. WFI will make available to Tritel for its approval the final RF design
of individual markets, including link budgets, model parameters,
antenna specifications, expected coverage criteria, final frequency
plan and traffic channel plan during a formal design review prior to
initiation of frequency planning activities.
iii. Performance of antennas within specified operational perimeters are the
sole responsibilities of the antenna vendor.
iv. WFI, Tritel and Tritel's equipment vendor will mutually agree on a
format for required equipment database information
v. WFI, Tritel and Tritel's equipment vendor will mutually agree to an
Optimization Test Plan developed by WFI.
vi. WFI will not initiate cluster-testing activities until all sites have
completed Tritel's vendor commissioning process.
vii. Delays in optimization due to equipment failure, installation problems
or construction defects will be the responsibility of Tritel's
designated vendors.
viii. Delays in optimization due to failure to implement required engineering
parameter changes will be the responsibility of Tritel or its
designated operations agent.
ix. WFI requires remote access to switch databases in order to verify
engineering parameter changes.7
x. Optimization Tests will be performed on baseline drives of primary
routes within the established service area, operating to the
established design criteria.
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
EXHIBIT D
SCOPE OF SERVICES FOR MICROWAVE RELOCATION SERVICES
I. MICROWAVE RELOCATION SERVICES
WFI, utilizing Comsearch IQ Clear (R), a spectrum sharing tool procured and
provided by WFI, will supply to Tritel all labor, services, resources, and
consultation necessary to perform the following four (4) tasks: 1.) Spectrum
Sharing Engineering Study and Analysis and Initial Market Assessment, 2.)
Negotiations and Program Management 3.) Drive Test Frequency Selection and 4.)
Prior Coordination Notices as described below (collectively "Services") and
assigned pursuant to a work order (each, a "W.O") issued by Tritel and accepted
by WFI, a sample of which is attached hereto as Exhibit F.
1. SPECTRUM SHARING ENGINEERING STUDY AND ANALYSIS AND INITIAL MARKET ASSESSMENT
WFI will perform spectrum-sharing studies, as required, for selected frequency
block(s), in each assigned BTA, based on RF design information provided by
Tritel. If an RF design is not available, WFI will utilize traffic based cell
lay out to conduct the initial analysis. WFI will utilize the results of the
analysis in performing the following steps as required to complete assessment of
interfering paths/incumbents identified in the spectrum sharing study including
status and initial budgetary analyses for each path.
A. SERVICE DESCRIPTION
1. Spectrum Sharing Analyses. WFI will perform spectrum-sharing studies,
as required, for each assigned BTA and frequency block. The study will
be based on RF design information provided by Tritel or on a traffic
based cell layout, and will identify all microwave paths that could
affect or be affected by Tritel's proposed PCS systems, based on FCC
guidelines on interference avoidance.
2. Review and Catalog Path Data. Review information from the spectrum
sharing analysis on a per market and per incumbent basis for both
co-channel and adjacent channel paths. Information such as number of
links, equipment and modulation type, capacity, site names and
locations for each path will be logged for use during negotiations and
relocation program management.
3. Review of Incumbent Data. WFI will review incumbent system data on a
per link basis and compare the information against FCC database
information to determine whether the incumbent is operating on a
primary status with a current license.
4. Path Status Verification and Initial Incumbent Assessment. WFI will
contact each incumbent to confirm database information, verify path
status, i.e. active, negotiated, or decommissioned. If the incumbent
has not entered into an agreement with another PCS licensee, then WFI
will assess the incumbent's willingness to negotiate, identify
strategic information, and discuss preliminary relocation options.
5. Assessment of Previously Negotiated Paths. WFI will attempt to obtain
the terms and status of each relocation agreement entered into between
an incumbent and other PCS licensee(s). WFI will attempt to obtain a
copy of the agreement, provided that it is not
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
protected by a non-disclosure agreement. WFI will determine whether
the dates agreed upon in the relocation agreement meet Tritel's
requirements.
6. Estimate Comparable Relocation Costs. Estimate relocation costs on a
per incumbent and per market basis for paths that are determined to be
active or co-channel paths that have been negotiated and/or relocated.
Information such as system type and architecture, number of links
required to be relocated, tower heights and typical system usage will
be used to develop the cost estimates.
7. Route Mapping. Develop route maps on a per incumbent and per market
basis delineating co-channel and adjacent channel active paths.
Deliverables:
WFI will provide Tritel with periodic reports containing the following
information:
1. Copies of FCC licenses for each identified path;
2. Comparable cost documentation for each active path or for each
co-channel paths which have been negotiated and/or relocated;
3. Detailed budgetary cost analysis on a per BTA and frequency block
basis;
4. Route maps; and
5. Frequency relocation contract templates
2. NEGOTIATIONS AND PROGRAM MANAGEMENT
Service Description
1. Introductory Mailing. WFI will identify the proper technical and
negotiation contact for each incumbent and send an introductory mailing
packet containing general information on microwave relocation and
specific information about Tritel and its proposed course of action.
2. Negotiation Parameters. WFI will work with Tritel to develop
negotiation parameters. These parameters should be established prior to
the commencement of negotiations so that settlements may be negotiated
expeditiously.
3. Development of Negotiation Strategies. WFI will work with Tritel to
develop optimal negotiation strategies for each incumbent and market.
These strategies will be based upon the size and location of each
incumbent's network, considering whether the incumbent is present in
multiple Tritel markets, Tritel's priorities and its willingness to
provide various relocation alternatives.
4. Initiate Negotiations. WFI will negotiate with incumbent to reach an
agreement that conforms to Tritel's relocation schedule and cost
parameters.
5. Additional Negotiation and Finalization of Agreement for Amended
Relocation Dates. If a path has been negotiated by another PCS
licensee, but the relocation date(s) are unacceptable to Tritel, then
WFI will initiate negotiations with the incumbent, other PCS
licensee(s) or both to alter the unacceptable relocation dates and
bring them into conformity with Tritel's relocation priorities.
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
6. Negotiation Strategy. WFI will re-assess negotiation parameters and
strategies as required based on discussions with incumbents, additional
information obtained from incumbent meeting, and any modifications to
Tritel's deployment schedule
7. Contract Templates. Tritel's inside counsel shall review and modify, as
required, the contract templates that WFI provided to Tritel. These
pre-approved contract templates are essential for enabling WFI to
conclude negotiations in an efficient and expedient manner.
8. Finalize Relocation Terms. WFI will provide the proposed business terms
to Tritel for approval.
9. Finalize Relocation Agreement. Once Tritel has approved the business
terms, WFI, shall work with Tritel's counsel to facilitate the
negotiation and execution of the final relocation agreement between
Tritel and the incumbent.
10. Frequency Coordination. WFI will order frequency coordination. If
required, WFI will prepare the required FCC license applications for
incumbent's signature and submit such applications to the FCC
11. Detailed Relocation System Design. WFI will order engineering services
required to design and engineer the microwave path including path and
site surveys and network system design.
12. Third Party Proposals. WFI will obtain and review third party proposals
for equipment and/or services, including but not limited to
construction, installation, testing and training and other services
required to implement the turnkey replacement and make a recommendation
to Tritel as to which proposal to accept.
13. Tower Stress and Foundation Analysis. WFI will order any required tower
and foundation analyses. WFI will coordinate and program manage the
entire process.
14. Tower Options Analysis. WFI will review results of the tower and/or
foundation analysis and based on the recommendation made by the
Supplier, determine most cost-effective option such as structural
strengthening, replacement, or alternate courses of action.
15. Leased Facilities. In the event that an incumbent transfers its
operations to leased facilities and
requests Tritel's assistance in the transfer, WFI will coordinate the
transfer of the facilities to
alternate leased by the scheduled decommissioning date
16. Relocation Plan. WFI will develop a relocation plan that sets forth
detailed relocation requirements including equipment procurement
requirements, time line requirements, system performance requirements
and detailed installation requirements. These detailed installation
requirements will include testing, acceptance, and commissioning
requirements.
17. Installation Feasibility Analysis. WFI, in coordination with a third
party equipment supplier and installer, will conduct an installation
feasibility analysis in order to identify detailed installation
requirements and to ensure that decommissioning objectives are met.
18. Installation Oversight. WFI will supervise the installation of the
replacement system to ensure that the old system is decommissioned on
schedule and that the incumbent is satisfied with the installation of
the replacement system.
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CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
19. Tower Modification Oversight. WFI will monitor third party Suppliers'
performance to ensure timely completion of their obligations.
20. Documentation Review. WFI will review "as-built" documentation prepared
by third party Suppliers, verify completion of third party supplier
contractual requirements, and recommend to Tritel to proceed with final
payment based on acceptance criteria.
21. Incumbent Acceptance. WFI will obtain final incumbent acceptance of
equipment and facility
installation. WFI will ensure incumbent's satisfaction that the
contractual obligations by Tritel and
its subcontractors (if applicable) have been met
22. Final Cost Documentation. WFI will provide Tritel with a final
accounting of the costs incurred to perform the turnkey relocation
project
23. Monitoring of Incumbent's Performance Obligations. For paths that
resulted in a cash transaction between Incumbent and Tritel, WFI will
monitor incumbent to ensure compliance with contractual obligations and
report such status to Tritel.
24. Decommissioning Notification. WFI will notify Tritel of completion of
the relocation and provide Tritel with copies of FCC Form 415s and/or
FCC licenses indicating that the 2 GHz frequencies have been removed
and decommissioned.
B. Deliverables
WFI will provide Tritel the following deliverables on a per incumbent basis:
1. Signed offer letter;
2. Executed contract between incumbent and Tritel;
3. Periodic reports containing the status on incumbent compliance with
the frequency relocation agreement including status on path
decommissioning.
4. Where applicable, WFI shall provide to Tritel the following
information:
a) Test reports;
b) Procurement documentation;
c) Project management reports;
d) Equipment test certification;
e) Photos, drawings and other information obtained from site
visits
f) Cut-over documentation; and
g) Equipment removal certification.
5. WFI shall provide Tritel with copies of FCC Form 415s for
decommissioned paths.
Page 30 of 37
CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
3. Drive Test Frequency Selection
WFI will complete the spectrum analysis and provide Tritel with the required
drive test frequencies for the assigned BTS locations (if a non-interfering
frequency is available).
4. Prior Coordination Notices
WFI will prepare Prior Coordination Notices (PCN(s)), mail PCNs to
incumbents and clearinghouses, and coordinate responses and objections to
PCNs, as required. Typically one PCN mailing will be required for each BTA,
unless considerable RF engineering design changes occur later in the
pre-launch phase. As a result of RF design changes, additional PCN(s) will
be performed as required.
5. Cost Sharing Support
WFI will support Tritel in cost sharing negotiations with PCS licensees for
those co-channel paths that have been relocated by these licensees (the "PCS
Relocators"). WFI will analyze the reimbursement amount requested by a PCS
Relocator and the supporting itemized cost documentation provided by the PCS
Relocator and evaluate its validity with respect the FCC's cost-sharing
rules. WFI will support Tritel in negotiations to ensure Tritel pays the
appropriate amount for its reimbursement obligations as per the FCC's rules.
If necessary and if there is no conflict of interest (i.e. WFI has not been
contracted to negotiate on behalf of the PCS Relocator), WFI will negotiate
directly with the PCS Relocator to determine the appropriate reimbursement
amount.
Page 31 of 37
CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
EXHIBIT E
PRICING AND PASS THROUGH EXPENSES FOR MICROWAVE RELOCATION SERVICES
[CONFIDENTIAL TREATMENT REQUESTED]
B. PAYMENT TERMS:
1) GENERAL
a) Tritel shall pay invoices within thirty days of receipt
2) SPECIFIC
(1) Spectrum Sharing Engineering Study and Analysis and Initial
Market Assessment
(2) WFI will submit an invoice upon submission of applicable
deliverable items
b) Negotiations and Program Management
(1) WFI will submit an invoice for [CONFIDENTIAL TREATMENT
REQUESTED] for the applicable path(s) upon execution of an
agreement with the incumbent
(2) WFI will submit an invoice for the remaining [CONFIDENTIAL
TREATMENT REQUESTED] for the applicable paths(s) once the path
has been decommissioned and upon submitting applicable
deliverable items.
c) Drive Test Frequency Selection
(1) WFI will submit an invoice on a monthly basis for all drive
test frequency selections completed during that month.
d) Prior Coordination Notices
(1) WFI will submit an invoice upon submitting applicable
deliverable items.
e) Cost Sharing Support
(1) WFI will submit an invoice for [CONFIDENTIAL TREATMENT
REQUESTED] for the applicable path(s) upon assignment of such
paths by Tritel.
(2) WFI will submit an invoices on a per path basis for the
remaining [CONFIDENTIAL TREATMENT REQUESTED] of the service
fee for the applicable paths(s) upon completion of
negotiations and an agreement as to the reimbursement amount.
C. EXPENSE REIMBURSEMENT
The pricing set forth above includes WFI's Services only and does not
include additional expenses incurred in completing the microwave
replacement. Tritel shall reimburse WFI for the cost of any expenses
incurred by WFI. The list below sets forth the estimates for the type of
expenses that may be incurred:
ACTIVITY TYPICAL COST
-------- ------------
[CONFIDENTIAL TREATMENT REQUESTED]
Page 32 of 37
CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
For reimbursable expense items that are less than [CONFIDENTIAL TREATMENT
REQUESTED] WFI shall invoice Tritel promptly upon completion of the event for
which reimbursement is sought. For reimbursable expense items that are equal to
or greater than [CONFIDENTIAL TREATMENT REQUESTED], WFI shall prepare and submit
to Tritel a purchase requisition and Tritel shall pay the third party supplier
directly.
Page 33 of 37
CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
EXHIBIT F
SAMPLE WORK ORDER
WORK ORDER NO.:___
DATE:
Tritel Communications, Inc. ("Tritel") on this _____ day of __________, 199__
hereby requests that Wireless Facilities, Inc. ("WFI") provide the services set
forth below (the "Services") subject to the terms and conditions set forth
herein and in accordance with the provisions of the Services Agreement dated
____________________ or any subsequent Microwave Relocation Services Agreement
(the "Agreement") by and between Tritel and WFI, according to the following
terms:
1. ASSIGNMENT:
2. DESCRIPTION OF SERVICES:
3. SERVICE FEE:
4. PAYMENT SCHEDULE:
5. PASS THROUGH EXPENSES Tritel shall reimburse WFI for pass through
expenses as set forth in Exhibit B of the Letter of Agreement.
6. COMMENCEMENT OF SERVICES: WFI shall commence performance of the Services
immediately upon full execution of this W.O.
7. INCORPORATION: This W.O. shall be appended to the Letter of Agreement or
the Agreement and is incorporated therein by reference. All of the terms
and conditions of the Letter of Agreement or the Agreement shall apply to
the provision of Services hereunder; however, in case of conflict, the
terms of this W.O. shall govern.
TRITEL COMMUNICATIONS, INC. WIRELESS FACILITIES, INC.
------------------------- ---------------------------
------------------------- ---------------------------
Print Name Print Name
------------------------- ---------------------------
Title Title
Page 34 of 37
CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
EXHIBIT G
TRITEL MARKETS ASSIGNED TO WFI
PROJECT OFFICE COUNTY STATE NAME MAJOR BASIC METROPOLITAN
TRADING TRADING STATISTICAL AREAS
AREAS AREAS AND RURAL SERVICE
(MTA) (BTA) AREAS (MSA/RSA)
Louisville Xxxxx Indiana 26 263 37
==================================================================================================
==================================================================================================
Louisville Xxxxxxxx Indiana 26 263 410
==================================================================================================
==================================================================================================
Louisville Xxxxx Indiana 26 263 37
==================================================================================================
==================================================================================================
Louisville Xxxxxxxx Indiana 26 263 410
==================================================================================================
==================================================================================================
Louisville Jefferson Indiana 26 263 411
==================================================================================================
==================================================================================================
Louisville Xxxxx Indiana 26 263 411
==================================================================================================
==================================================================================================
Louisville Washington Indiana 26 263 410
==================================================================================================
==================================================================================================
Louisville Xxxxx Kentucky 26 263 447
==================================================================================================
==================================================================================================
Louisville Xxxxxxxx Kentucky 26 252 446
==================================================================================================
==================================================================================================
Louisville Bath Kentucky 26 252 450
==================================================================================================
==================================================================================================
Louisville Bourbon Kentucky 26 252 116
==================================================================================================
==================================================================================================
Louisville Xxxxx Kentucky 26 252 448
==================================================================================================
==================================================================================================
Louisville Breathitt Kentucky 26 252 452
==================================================================================================
==================================================================================================
Louisville Breckinridge Kentucky 26 263 445
==================================================================================================
==================================================================================================
Louisville Bullitt Kentucky 26 263 37
==================================================================================================
==================================================================================================
Louisville Xxxxxxx Kentucky 26 263 449
==================================================================================================
==================================================================================================
Louisville Xxxxx Kentucky 26 252 116
==================================================================================================
==================================================================================================
Louisville Xxxxxxxx Kentucky 26 52 445
==================================================================================================
==================================================================================================
Louisville Xxxxxx Kentucky 26 252 452
==================================================================================================
==================================================================================================
Louisville Fayette Kentucky 26 252 116
==================================================================================================
==================================================================================================
Louisville Xxxxxxx Kentucky 26 252 450
==================================================================================================
==================================================================================================
Louisville Franklin Kentucky 26 252 449
==================================================================================================
==================================================================================================
Louisville Xxxxxxx Kentucky 26 252 448
==================================================================================================
==================================================================================================
Louisville Xxxxxxx Kentucky 26 263 445
==================================================================================================
==================================================================================================
Louisville Green Kentucky 26 263 446
==================================================================================================
==================================================================================================
Louisville Xxxxxx Kentucky 26 263 446
==================================================================================================
==================================================================================================
Louisville Xxxxxxxx Kentucky 26 252 449
==================================================================================================
==================================================================================================
Louisville Xxxx Kentucky 26 263 447
==================================================================================================
==================================================================================================
Louisville Xxxxx Kentucky 26 263 449
==================================================================================================
==================================================================================================
Louisville Xxxxxxx Kentucky 26 252 452
==================================================================================================
==================================================================================================
Louisville Jefferson Kentucky 26 263 37
==================================================================================================
==================================================================================================
Louisville Jessamine Kentucky 26 252 116
==================================================================================================
==================================================================================================
Louisville Xxxxx Kentucky 26 252 452
==================================================================================================
==================================================================================================
Louisville Xxxxx Kentucky 26 263 446
==================================================================================================
==================================================================================================
Louisville Xxx Kentucky 26 252 452
==================================================================================================
==================================================================================================
Louisville Xxxxxx Kentucky 26 252 453
==================================================================================================
==================================================================================================
Louisville Lincoln Kentucky 26 252 448
==================================================================================================
==================================================================================================
Louisville Madison Kentucky 26 252 448
==================================================================================================
==================================================================================================
Louisville Magoffin Kentucky 26 252 451
==================================================================================================
==================================================================================================
Louisville Xxxxxx Kentucky 26 263 446
==================================================================================================
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxxxxxx Xxxxx Xxxxxxxx 26 263 445
==================================================================================================
==================================================================================================
Louisville Menifee Kentucky 26 252 450
==================================================================================================
==================================================================================================
Louisville Xxxxxx Kentucky 26 252 446
==================================================================================================
==================================================================================================
Louisville Xxxxxxxxxx Kentucky 26 252 450
==================================================================================================
==================================================================================================
Louisville Xxxxxx Kentucky 26 252 451
Page 35 of 37
CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
PROJECT OFFICE COUNTY STATE NAME MAJOR BASIC METROPOLITAN
TRADING TRADING STATISTICAL AREAS
AREAS AREAS AND RURAL SERVICE
(MTA) (BTA) AREAS (MSA/RSA)
==================================================================================================
Louisville Xxxxxx Kentucky 26 263 446
==================================================================================================
==================================================================================================
Louisville Xxxxxxxx Kentucky 26 252 450
==================================================================================================
==================================================================================================
Louisville Oldham Kentucky 26 263 37
==================================================================================================
==================================================================================================
Louisville Xxxx Kentucky 26 252 449
==================================================================================================
==================================================================================================
Louisville Xxxxxx Kentucky 26 252 452
==================================================================================================
==================================================================================================
Louisville Perry Kentucky 26 252 452
==================================================================================================
==================================================================================================
Louisville Xxxxxx Kentucky 26 252 452
==================================================================================================
==================================================================================================
Louisville Xxxxxxxxx Kentucky 26 252 450
==================================================================================================
==================================================================================================
Louisville Rockcastle Kentucky 26 252 448
==================================================================================================
==================================================================================================
Louisville Rowan Kentucky 26 252 450
==================================================================================================
==================================================================================================
Louisville Xxxxx Kentucky 26 252 116
==================================================================================================
==================================================================================================
Louisville Shelby Kentucky 26 263 449
==================================================================================================
==================================================================================================
Louisville Xxxxxxx Kentucky 26 263 446
==================================================================================================
==================================================================================================
Louisville Xxxxxx Kentucky 26 263 446
==================================================================================================
==================================================================================================
Louisville Xxxxxxx Kentucky 26 263 449
==================================================================================================
==================================================================================================
Louisville Xxxxxx Kentucky 26 52 445
==================================================================================================
==================================================================================================
Louisville Washington Kentucky 26 263 446
==================================================================================================
==================================================================================================
Louisville Xxxxx Kentucky 26 252 452
==================================================================================================
==================================================================================================
Louisville Woodford Kentucky 26 252 116
==================================================================================================
==================================================================================================
Nashville Xxxxx Kentucky 26 52 445
==================================================================================================
==================================================================================================
Nashville Barren Kentucky 26 52 447
==================================================================================================
==================================================================================================
Nashville Xxxxxx Kentucky 26 52 445
==================================================================================================
==================================================================================================
Nashville Xxxxxxxx Kentucky 43 83 444
==================================================================================================
==================================================================================================
Nashville Christian Kentucky 43 83 209
==================================================================================================
==================================================================================================
Nashville Clinton Kentucky 26 52 447
==================================================================================================
==================================================================================================
Nashville Cumberland Kentucky 26 52 447
==================================================================================================
==================================================================================================
Nashville Xxxxx Kentucky 26 52 445
==================================================================================================
==================================================================================================
Nashville Metcalfe Kentucky 26 52 447
==================================================================================================
==================================================================================================
Nashville Monroe Kentucky 26 52 447
==================================================================================================
==================================================================================================
Nashville Xxxxxxx Kentucky 26 52 445
==================================================================================================
==================================================================================================
Nashville Xxxx Kentucky 43 83 445
==================================================================================================
==================================================================================================
Nashville Xxxxx Kentucky 43 83 444
==================================================================================================
==================================================================================================
Nashville Xxxxxx Kentucky 26 52 445
==================================================================================================
==================================================================================================
Nashville Bedford Tennessee 43 314 648
==================================================================================================
==================================================================================================
Nashville Xxxxxx Tennessee 43 314 643
==================================================================================================
==================================================================================================
Nashville Xxxxxx Tennessee 43 314 644
==================================================================================================
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxxxxx Xxxxxxxx Xxxxxxxxx 43 314 46
==================================================================================================
==================================================================================================
Nashville Clay Tennessee 43 314 645
==================================================================================================
==================================================================================================
Nashville Coffee Tennessee 43 314 644
==================================================================================================
==================================================================================================
Nashville Davidson Tennessee 43 314 46
==================================================================================================
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxxxxx XxXxxx Xxxxxxxxx 43 314 644
==================================================================================================
==================================================================================================
Nashville Dickson Tennessee 43 314 46
==================================================================================================
==================================================================================================
Nashville Franklin Tennessee 43 314 648
==================================================================================================
==================================================================================================
Nashville Xxxxx Tennessee 43 314 648
==================================================================================================
==================================================================================================
Nashville Xxxxx Tennessee 43 314 643
==================================================================================================
==================================================================================================
Nashville Xxxxxxx Tennessee 43 314 647
==================================================================================================
==================================================================================================
Nashville Houston Tennessee 43 83 643
==================================================================================================
==================================================================================================
Nashville Xxxxxxxxx Tennessee 43 314 643
==================================================================================================
==================================================================================================
Nashville Xxxxxxxx Tennessee 43 314 647
==================================================================================================
==================================================================================================
Nashville Xxxxx Tennessee 43 314 647
==================================================================================================
Page 36 of 37
CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
PROJECT OFFICE COUNTY STATE NAME MAJOR BASIC METROPOLITAN
TRADING TRADING STATISTICAL AREAS
AREAS AREAS AND RURAL SERVICE
(MTA) (BTA) AREAS (MSA/RSA)
=================================================================================================
Nashville Macon Tennessee 43 314 645
==================================================================================================
==================================================================================================
Nashville Xxxxxxxx Tennessee 43 314 648
==================================================================================================
==================================================================================================
Nashville Maury Tennessee 43 314 651
==================================================================================================
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx 43 83 209
==================================================================================================
==================================================================================================
Nashville Xxxxx Tennessee 43 314 648
==================================================================================================
==================================================================================================
Nashville Perry Tennessee 43 314 647
==================================================================================================
==================================================================================================
Nashville Xxxxxxxxx Tennessee 43 314 46
==================================================================================================
==================================================================================================
Nashville Xxxxxxxxxx Tennessee 43 314 46
==================================================================================================
==================================================================================================
Nashville Xxxxx Tennessee 43 314 644
==================================================================================================
==================================================================================================
Nashville Xxxxxxx Tennessee 43 83 643
==================================================================================================
==================================================================================================
Nashville Xxxxxx Tennessee 43 314 46
==================================================================================================
==================================================================================================
Nashville Xxxxxxxxx Tennessee 43 314 645
==================================================================================================
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Xxxxxxxxx Xxx Xxxxx Xxxxxxxxx 43 314 644
==================================================================================================
==================================================================================================
Nashville Xxxxxx Tennessee 43 314 644
==================================================================================================
==================================================================================================
Nashville Xxxxxxxxxx Tennessee 43 314 46
==================================================================================================
==================================================================================================
Nashville Xxxxxx Tennessee 43 314 46
==================================================================================================
Page 37 of 37
CONFIDENTIAL MATERIAL TRITEL COMMUNICATIONS, INC.
