EXHIBIT 10.24.1
AMENDMENT NO. 1
TO
SYSTEM EQUIPMENT PURCHASE AGREEMENT
BETWEEN
CRICKET COMMUNICATIONS, INC.
AND
NORTEL NETWORKS INC.
This Amendment No. 1 (this "Amendment") is made effective as of the 26th day of
December, 2000, by and between Cricket Communications, Inc., a Delaware
corporation (the "Owner"), and Nortel Networks Inc., a Delaware corporation (the
"Vendor").
WHEREAS, Owner and Vendor entered into a System Equipment Purchase Agreement
dated August 28, 2000, for the sale, licensing, and purchase of Vendor's
Equipment and Services ("Agreement"); and,
WHEREAS, Owner and Vendor now wish to, among other things, amend the Agreement
to allow Owner to purchase certain Services from Vendor as described herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, Owner and Vendor hereby agree to amend the Agreement as
follows:
1. Unless otherwise defined, capitalized terms herein shall have the same
meaning as in the Agreement.
2. Owner shall issue a Purchase Order within three (3) days of execution of
this Amendment No. 1 for the purchase of the Services set forth in
Attachment A, attached hereto and incorporated herein ("Special
Purchase"), and upon Crown's acceptance, under the Master Agreement
(defined in Paragraph 3(b)(i) below), of Vendor's corresponding purchase
order for such services, Vendor shall promptly accept Owner's Purchase
Order.
3. With respect to the Special Purchase only, the Agreement is amended as
follows:
(a) The following Sections are deleted in their entirety: Section 3.5
(Deployment Plans and Milestones), Section 4 (Subcontractors) except
Section 4.9 (Payment of Subcontractors) shall not be deleted, Section
5.1 (Prices), Section 5.3 (Payment), Section 5.4 (No Payment in Event of
Material Breach), Section 5.5 (In Revenue Payments), Section 6
(Availability of Interoperability Specification ("IOS")), Section 8.2
(Services), Section 8.3 (No Interference), Section 9 (Manuals,
Engineering Drawings and Training), Section 10 (Acceptance Procedures),
Section 11 (Change Orders and Scheduling), Section 12 (Discontinued
Products and Continuing Product Support), Section 13 (Software), Section
14 (Software and Equipment Changes), Section 15 (Intellectual Property),
Section 16 (Delay), Section 18 (Warranties),
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Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Section 19 (Insurance), Section 20 (Indemnification and Limitation of
Liability) except Section 20.2 (Claim for Losses) shall not be deleted,
Section 24 (Termination and Events of Default) except Section 24.6
(Continuing Obligations) shall not be deleted, and Section 25
(Suspension).
(b) The following provisions are added to the Agreement:
(i) "4.1 Subcontractors. (a) Vendor agrees to subcontract the
Work for the Special Purchase to Vendor's Subcontractor Crown Castle USA
Inc. ("Crown"), pursuant to the Master Agreement No. 020636, dated as of
November 16, 2000, between Vendor and Crown ("Master Agreement"), which
Master Agreement has been reviewed by Owner; provided, however, solely
with respect to such subcontracted Work, Vendor agrees to amend the
Master Agreement as follows:
(a) The second sentence of subsection 3(b) of the Master
Agreement shall be deleted;
(b) Section 4 (excluding the first sentence thereof) and Section
4.1 of the Master Agreement shall be deleted;
(c) Section 5 of the Master Agreement shall be amended and
restated to read as follows:
"5. LIMITATION OF LIABILITY. Nortel's total and
cumulative liability to Crown for claims of any kind,
whether based upon contract obligation, tort liability
(including negligence) or otherwise, for any loss or
damage arising out of, connected with or resulting from
this Agreement on any particular Project or from the
performance of Work pursuant to the Contract Documents
relating to any particular Project, or from the
performance or breach hereof or thereof, shall in no
case exceed [* * *]. If Nortel incurs liability to Crown
under this Section 5 with respect to any particular
project, such liability shall not affect the contractual
relationship between Crown and Nortel with respect to
any other Project or Projects. Nortel shall not be
entitled to offset amounts which it is due from Crown
against amounts which Nortel may owe Crown for other
Projects. In applying the limitations on Nortel's
liability under this Section 5, any damages paid or
payable by Nortel, as well as any other costs incurred
by the injured party under all other clauses of this
Agreement, shall be credited against Nortel's total
cumulative liability hereunder. In no event shall either
party be liable to the other or any third party for
consequential, incidental, special or punitive damages
of any kind arising out of or resulting from the
performance or non-performance of its obligations under
this Agreement."
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Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
(d) Section 9 of the Master Agreement shall be replaced with
Section 26.18 of the Agreement (and for purposes of such Section
26.18, each of Nortel, Crown and Cricket shall be deemed
parties, and the term this "Contract" shall be deemed to mean
the Master Agreement and the Work subcontracted by Nortel to
Crown under the Special Purchase ; for the convenience of the
parties, Section 26.18 of the Agreement is attached to Amendment
No. 1 hereto as Attachment C);
(e) Sections 13 and 14 of the Master Agreement shall be deleted;
(f) Section 18(a)(ii) of the Master Agreement shall be amended
to read as follows: "(ii) Contract Documents (excluding this
Agreement)";
(g) The term "Texas" contained in Section 20 of the Master
Agreement shall be amended to read "California";
(h) The term "Nortel Project manager" contained in the first
sentence of Section 3(b) of the Master Agreement is amended to
read "Cricket Project manager"; and
provided, further, that Vendor's subcontract of such Work to Crown shall
provide that Crown shall perform the Work at the direction of Owner as
contemplated by Section 8.2 hereof. For the purposes of the Special
Purchase, Vendor agrees not to amend, modify or waive any of the terms
and provisions of the Master Agreement (except as contemplated by this
Section 4.1) without the prior written consent of the Owner."
(ii) "5.1 Prices. The price for the Services to be provided
under the Special Purchase shall be as set forth on Attachment B hereto;
provided, however, Vendor shall not be required to perform, and shall
not perform, any Work for the Special Purchase that would cause the
amount to be paid by Owner to Vendor for the Special Purchase to exceed
[* * *] and Owner shall not be required to pay Vendor more than [* * *]
for the Special Purchase."
(iii) "5.3 Payment. From time to time, but no more frequently
that once per calendar month, Vendor shall invoice Owner for amounts due
for Services rendered hereunder. Owner shall pay the invoiced amount
within thirty (30) days from the date of transmission of Vendor's
invoice."
(iv) "8.2 Services. Owner hereby acknowledges that Vendor has
subcontracted or shall subcontract all of the Work to be performed under
this Amendment to Crown pursuant to the Master Agreement. The Scope of
Work/Statements of Work pursuant to which the Special Purchase is to be
performed
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Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
are set forth in Attachment B, attached hereto and incorporated herein
("the SOWs"). Vendor shall subcontract approximately [* * *] of Services
to Crown as specified in the general categories of Services set forth in
Attachment B hereto. Owner shall direct Crown, in writing, to perform
certain of such Services in accordance with the SOWs, it being
understood by Owner and Vendor that Owner's directions to Crown may or
may not require Crown to perform Services pursuant to each of the
exhibits included in Attachment B. Upon Crown's completion of the
approximately [* * *] worth of such Services, Vendor's obligations to
perform Services hereunder (through subcontract to Crown) shall cease.
Owner agrees that, except as explicitly set forth in Amendment No. 1 to
this Agreement, Vendor shall assume no liability or responsibility
whatsoever with regard to such Services except to subcontract such
Services to Crown."
(v) "18.1 No Warranties. THE SERVICES TO BE PROVIDED BY VENDOR
FOR THE SPECIAL PURCHASE ARE PROVIDED "AS IS", EXCEPT THAT VENDOR SHALL
PASS THROUGH TO OWNER ANY WARRANTY RIGHTS GRANTED TO VENDOR BY CROWN.
EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, VENDOR MAKES
NO WARRANTIES, OF ANY NATURE WHATSOEVER, WHETHER WRITTEN OR ORAL,
STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO SUCH SERVICES, INCLUDING
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE. IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER IN
CONNECTION WITH SUCH SERVICES OR ANY ASPECT OF ITS PERFORMANCE OR
FAILURE TO PERFORM IN CONNECTION THEREOF."
4. Indemnity. Owner agrees to indemnify, defend and hold harmless Vendor
and its affiliates and their respective directors, officers, employees,
agents, successors and assigns (the "Indemnitees"), from any and all
Losses whatsoever arising from or relating to the Special Purchase,
provided that such indemnity shall not be available to the extent any
Losses have resulted from (a) the gross negligence or willful misconduct
of any of the Indemnitees, or (b) any breach by Vendor of the provisions
of Section 4.1 of the Agreement as amended herein, and provided,
further, that notwithstanding the foregoing, Owner shall not be required
to indemnify Crown or any of their affiliates or their respective
directors, officers, employees, agents, successors and assigns pursuant
to this Section 4.
5. Assignment. Vendor hereby assigns all of its rights under the Master
Agreement (including its right to seek remedies for breach of the Master
Agreement or breach of any warranty thereunder) to Owner. Owner agrees
to seek remedies or other redress from Crown, its affiliates or their
respective directors, officers, employees, agents, successors and
assigns (and not to seek remedies or other redress from Vendor, its
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Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
affiliates or their respective directors, officers, employees, agents,
successors and assigns) with respect to any failure by Vendor to perform
the Work as contemplated by this Amendment or any breach of a warranty
provided in this Amendment (except with respect to any gross negligence
or willful misconduct of any of the Indemnitees or any breach by Vendor
of the provisions of Section 4.1 of the Agreement).
6. The Work to be subcontracted to Crown as contemplated by this Amendment
was originally to be performed by Crown directly for Owner pursuant to
the Master License and Services Agreement, dated as of September 29,
2000, among Crown (and related parties) and Owner. For the convenience
of the parties, Owner will now purchase such Work from Vendor pursuant
to this Amendment and Vendor will subcontract such Work to Crown. Crown
has already performed a portion of the subcontracted Work. The parties
agree that the portion of the subcontracted Work already performed by
Crown will be treated as Work performed under this Amendment.
7. Except as specifically modified by Amendment No. 1, the Agreement in all
other respects shall continue in full force and effect.
8. This Amendment may be executed by one or more of the parties on any
number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be signed by
their duly authorized representatives effective as of the date first set forth
above.
CRICKET COMMUNICATIONS, INC. NORTEL NETWORKS INC.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------- --------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------ ------------------------------
(Type/Print) (Type/Print)
Title: President and Chief Operating
Officer Title: Vice President
----------------------------- -----------------------------
Date: 12/28/00 Date: 12/28/00
------------------------------ ------------------------------
5
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
ATTACHMENT A
TO AMENDMENT NO. 1
TO SYSTEMS EQUIPMENT PURCHASE AGREEMENT BETWEEN
CRICKET COMMUNICATIONS, INC. AND NORTEL NETWORKS, INC.
SPECIAL PURCHASE
SERVICES TO BE PROVIDED PURSUANT TO AMENDMENT NO. 1:
With respect to each of [*] sites in Owner's proposed [*] market:
Site Acquisition & Zoning
A&E Services
Construction Management
Program Management
Installation (and related fees)
With respect to 1 Switch in Owner's proposed [*] market:
Approximately [*] of Services & Construction
Attachment A-1
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
ATTACHMENT B
TO AMENDMENT NO. 1
TO SYSTEMS EQUIPMENT PURCHASE AGREEMENT BETWEEN
CRICKET COMMUNICATIONS, INC. AND NORTEL NETWORKS, INC.
SCOPE OF WORK/STATEMENTS OF WORK
[* * *]
The terms and conditions contained in this Attachment B shall apply to the
Special Purchase described in Amendment No. 1 (the "Amendment") to the Systems
Equipment Purchase Agreement (as so amended, the "Agreement"). Cricket and
Nortel acknowledge and agree that the services to be provided pursuant to the
Amendment and this Attachment generally shall be performed by Crown on Nortel's
behalf, and Cricket agrees to work directly with Crown as if it were Nortel for
the purpose of performing work under the Amendment. Accordingly, references in
this Attachment to "Vendor" or "Licensor" shall be deemed to refer to Crown and
references to Owner or Licensee shall be deemed to refer to Cricket.
Attachment B-1
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
EXHIBIT A
GENERAL
1. DEFINITIONS
The following terms as used in this Attachment B (this "Attachment") are
defined as follows:
"ACCEPTANCE DATE" The date on which Licensee has accepted the Site.
"ACCEPTANCE PROCEDURES" Those procedures set forth in Section 3.9.
"BUILD TO OWN SITES" Those Sites built pursuant to the terms set forth
in Section 4.6 of this Attachment and Exhibit "B-5", where Licensee
elects to retain ownership of a Site and no Licensor Sites or Third
Party Sites are available.
"BUILD TO SUIT SITES" Those Sites built pursuant to the terms set forth
in Section 4.5 of this Attachment and Exhibit B-4 in order to satisfy
Licensee's RF requirements where no Licensor Sites or Third Party Sites
are available.
"BUSINESS DAYS" Those calendar days excluding Saturdays, Sundays and
legal federal holidays.
"COMPLETION DATE" The date upon which Licensor notifies Licensee that
all Services have been fully performed at a Site such that Licensee may
begin its Acceptance Procedures as set forth in Section 3.9 below.
"EQUIPMENT" Licensee's communications equipment and other personal
property installed on the Facilities and authorized pursuant to the Site
Engineering Application approved by Licensor pursuant to this
Attachment.
"EXTRAORDINARY ROOFTOP SITE" A rooftop Site which requires structural
modifications or upgrades to accommodate the Equipment; lacks adequate
power or telco service at Site level or requires core drilling to extend
such services to the rooftop; requires the installation of utility
risers; requires the use of cranes to deliver equipment to the rooftop;
requires extraordinary tenant improvements; requires penetration of the
roof surface or paved walkways; is located on a historic building or
requires stealth design; requires a roof-mounted equipment shelter; or,
requires more construction drawings or structural analysis than a
typical tower site.
"FAA" The Federal Aviation Administration.
"FCC" The Federal Communications Commission.
Attachment B-2
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
"FACILITIES" That portion of each Site which is licensed to Licensee.
"GOVERNMENT ENTITY" Any federal, state or local governmental unit or
agency thereof with jurisdiction applicable to a Site or Sites.
"LICENSOR SITE" A Site owned or controlled by Licensor which is in
existence on the date a Search Area Request is received from Licensee.
"MASTER LICENSE AGREEMENT" The Master License and Services Agreement
previously entered into between Crown Castle USA Inc (and related
entities) and Cricket Communications, Inc.
"RF" Radio frequency.
"SEARCH AREA REQUEST" A request from Licensee to Licensor to identify a
potential Site within the parameters set forth therein in the form
attached hereto as Exhibit "G-1".
"SERVICES" The work performed by Licensor on behalf of Licensee pursuant
to the scopes of work, pricing and specifications set forth in Section 3
of this Attachment.
"SITE" The tower, land area, equipment shelters, easements, roadways and
all improvements thereto owned or otherwise controlled by Licensor, its
affiliates or subsidiaries and available for license to third parties.
"SITE CANDIDATE" The information regarding a potential Site submitted by
Licensor to Licensee on a Site Candidate Form in the form attached
hereto as Exhibit "G-2" in response to a Search Area Request.
"SITE ENGINEERING APPLICATION" The application form set forth in Exhibit
"H" of this Attachment.
"THIRD PARTY SITE" An existing Site not owned or otherwise controlled by
Licensor, its affiliates or subsidiaries.
2. Omitted.
3. SERVICES
3.1 SCOPE OF SERVICES.
The Services provided by Licensor to Licensee in each market shall apply to the
following categories of Sites:
3.1.1 Turnkey Sites. Sites where Licensee engages Licensor to
perform the services set forth in the Scope of Work and pricing attached hereto
as Exhibit "B-1".
3.1.2 Non-Turnkey Sites. Omitted.
Attachment B-3
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
\
3.1.3 Omitted.
3.1.4 Build To Suit Sites. Sites where Licensee engages Licensor to
perform the services set forth in the Scope of Work attached hereto as Exhibit
"B-4".
3.1.5 Build to Own Sites. Sites where Licensee engages Licensor to
perform the services set forth in the Scope of Work attached hereto as Exhibit
"B-5".
3.1.6 Switch Sites. Sites where Licensee engages Licensor to perform
the services set forth in the Scope of Work and pricing attached hereto as
Exhibit "C".
3.2 ADDITIONAL SERVICES. In addition to the Services provided to
Licensee by Licensor set forth above, Licensor shall provide Licensee the
following additional Services on a market by market basis:
3.2.1 Omitted.
3.2.2 Ancillary Services. In the event additional services, material
or equipment which is not included in the other sections of this Attachment are
required by Licensee, Licensor shall provide such materials, labor or equipment
to Licensee at the rates published in Exhibit "E", attached hereto.
3.2.3 Omitted.
3.3 LICENSOR OBLIGATIONS. Licensor shall perform the Services in
accordance with all applicable rules, regulations, guidelines, directives and
laws of any Government Entity. Licensor shall undertake to meet all required
milestone completion dates mutually agreed to by Licensor and Licensee, and
shall promptly notify Licensee of completion of the specified Services in the
manner designated by Licensee in the Notice of Completion attached hereto as
Exhibit "G-3". Licensor shall oversee and provide general direction of all
contractors and subcontractors, using the care and skill ordinarily used by
members of Licensor's industry practicing under similar conditions at the same
time in the same geographic area. Unless otherwise specified in this Attachment,
Licensor shall provide and pay for all labor, supervision, materials (except for
those to be provided by Licensee), construction services and layout, equipment,
tools, construction equipment and machinery, water, utilities, transportation
and other facilities and services necessary for proper execution and completion
of the Services.
3.4 LICENSEE OBLIGATIONS. Licensor may invoice Nortel, promptly after
the Acceptance Date, the fee due for the performance of the Services as
specified in this Attachment. Licensee shall provide Licensor in a timely
fashion all applicable plans and specifications and equipment required by
Licensor to perform the Services.
3.5 LICENSOR REPRESENTATIONS. With respect to the performance of the
Services pursuant to this Attachment, Licensor represents and warrants as
follows:
3.5.1 The Services to be performed under this Attachment and all
workmanship and equipment provided, furnished, used or installed shall be safe,
substantial and durable in all respects, and that all of the Services shall be
performed in conformance with the terms of this Attachment.
Attachment B-4
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
3.5.2 Licensor is knowledgeable or experienced in the type of
Services identified herein and has at least five (5) years experience in the
development, construction, supervision, installation and maintenance of wireless
communications facilities.
3.5.3 Licensor is authorized to do business and perform the Services
in the applicable jurisdictions.
3.6 LICENSEE REPRESENTATIONS. With respect to performance of the
Services to this Attachment, Licensee represents and warrants as follows:
3.6.1 Licensee is authorized to do business in the applicable
jurisdictions.
3.6.2 Omitted.
3.6.3 Licensee agrees to pay Nortel for all Services performed in
accordance with the terms of this Agreement.
3.7 RELATIONSHIP OF THE PARTIES. Licensor, its agents, subcontractors
and employees shall manage or perform the Services as independent contractors,
and not as agents, partners, joint venturers or employees of Licensee.
3.8 LICENSEE'S RESERVED RIGHTS. Notwithstanding any contrary provision,
Licensee shall reserve the right, in its sole discretion, to select its radio
equipment vendor and installation contractor. With respect to Licensor Sites,
the installation contractors so selected by Licensee shall be subject to
Licensor's approval, which approval shall not be unreasonably withheld,
conditioned or delayed upon thirty (30) days prior written notice. In connection
with any work performed, Licensee and its radio equipment vendor shall have the
right to obtain independent bids for any work to be performed. [* * *] It is
agreed and understood that all such bidders solicited by Licensee or its radio
equipment vendor shall possess at least five (5) years experience in the
construction and installation of wireless communications tower facilities and
possess the same types and levels of insurance as Licensor.
3.9 ACCEPTANCE PROCEDURES. Upon final completion of the Services at any
Site in accordance with the provisions of this Attachment ("Completion Date"),
Licensor shall issue to Licensee a Notice of Completion and shall request, in
writing, final inspection of the Services. Licensee will inspect the Services
within five (5) business days of the receipt of Licensor's notice that the
Services are complete. Within ten (10) business days of the inspection, Licensee
will either provide a signed writing evidencing final acceptance of the Services
(which date shall then be the "Acceptance Date") or, through the use of a punch
list form, advise Licensor of the portions of the Services that are defective or
incomplete or of obligations that have not been fulfilled but are required for
final acceptance. Licensor shall arrange to complete any unfinished or defective
portion of the Services, which is necessary to install and operate Licensee's
equipment within fifteen (15) business days following issuance of the punch
list. Upon Licensor's completion of the punch list items, Licensor shall certify
in writing the completion of the punch list work. Within ten (10) business days
of the submission of the completed punch
Attachment B-5
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
list, Licensee shall provide a certificate of inspection to Licensor which
confirms that the punch list items have been completed, and submit a signed and
dated letter certifying that the constructed Site conforms to the specifications
and indicating completion of the Services and Acceptance Procedure, and such
date shall become the Acceptance Date.
3.10 CORRECTIVE ACTION. Licensee may notify Licensor in writing of any
Services or condition which Licensee in good faith and reasonably believes are
defective. In such event, Licensor shall arrange to correct any defective
portion of the Services, including all materials and equipment; provided,
however, that materials supplied by Licensee which Licensor arranges to be
installed, tested and accepted by Licensee and are thereafter found to be
defective shall be replaced by Licensor at the additional expense of Licensee in
accordance with the Licensor's published rates as set forth on Exhibit "E".
3.11 MODIFICATIONS. All modifications of the Services under this
Attachment shall be in writing signed by Licensee and Licensor, on behalf of
Nortel (and, in the case of any modification that increases or decreases the
price of services rendered in connection with any particular Site by more than
[*], shall also be signed by Nortel). Either party may request a modification to
the Services under this Attachment. If Licensor requests a modification to the
Services, then in such event, Licensor, prior to the commencement of such
changed or revised portion of the Services, shall submit promptly to Licensee
written copies of a claim for adjustment to the fees due, and time for
completion, for such revised Services in a manner consistent with requirements
of this Attachment. Licensor may request a change in the Services by providing
Licensee with a written request describing the change. If such change is
acceptable to Licensee, Licensee shall provide a written change order to
Licensor as set forth above. Licensee shall have [*] business days to either
provide Licensor with the requested change order or provide written notice that
the request is denied. Licensor shall not perform any change in the Services,
including additions, deletions or other revisions, without prior written
authorization from Licensee.
3.12 TERMINATION OF SERVICES. Notwithstanding any contrary provision
contained in this Attachment, Licensee, Licensor or Nortel may terminate the
provision of Services at any Site upon which termination shall be effective
thirty (30) days after receipt of such written notice by the other party. Upon
termination, Licensor shall take all steps necessary to: (i) terminate all
orders in connection with the Services provided at that Site which can be
terminated without cost; (ii) terminate and settle, subject to Licensee's prior
approval, all other orders and subcontracts where the cost of settlement will be
less than the costs which would be incurred if such orders or subcontracts were
completed; and, (iii) if directed by Licensee, do such work as is necessary to
preserve the work in progress in order to enable a smooth transition to a
replacement service provider. Licensor shall be entitled to payment of the
completed portion of the Services, and the reasonable costs to settle orders and
subcontracts and the cost to preserve the work in progress in the event Licensee
terminates the Services. In the event Licensor terminates the Services, Licensor
shall only be entitled to payment for the completed portion of the Services.
4. SITE IDENTIFICATION AND ACQUISITION PROCESS
4.1 SEARCH PROPOSALS. Licensee shall submit each desired search area in
a market to Licensor on a Search Area Request, which shall identify the
applicable search areas for Site Candidates. Licensor and Licensee shall
mutually agree upon the maximum time permitted for
Attachment B-6
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
Licensor to submit a SLA package for Site Candidates. Licensor shall use
reasonable efforts to identify [*] Site Candidates reasonably consistent with
the criteria set forth in the Search Area Request. In identifying Site
Candidates, Licensor shall first identify and review existing Licensor Sites and
existing Third Party Sites (including Rooftop Sites) to determine their
suitability to Licensee's requirements. Licensor shall submit such information
to Licensee regarding Licensor Sites and Third Party Sites. If Licensor's review
of existing Licensor Sites or Third Party Sites does not produce an acceptable
Site Candidate to Licensee, Licensor shall identify locations for potential
Build To Suit Sites. All Site Candidates shall be submitted to Licensee on a
site candidate form.
4.2 RF APPROVAL. Licensee shall endeavor to test the Site Candidates and
notify Licensor in writing whether any or all of the Site Candidates meet
Licensee's radio frequency ("RF") distribution requirements and search proposal
conditions within [*] business days of Licensor's submission to Licensee of each
Site Candidate. If Licensee fails to provide timely notice of RF approval or
rejection to Licensor, then Licensor shall not be required to provide any
additional Site Candidates in response to the applicable search proposal or take
any other actions with respect to the Site Candidates; provided, however, that
it is agreed and understood that Licensee's failure to respond shall not be
deemed an authorization for Licensor to perform additional candidate searches.
If Licensee finds that all Site Candidates provided by Licensor do not conform
to Licensee's requirements and conditions set forth in the Search Area Request,
then Licensee shall provide prompt written notice thereof to Licensor, together
with its reasons for rejecting each Site Candidate. Licensee shall not
unreasonably reject any Site Candidate. In the event that Licensee rejects all
Site Candidates, Licensor and Licensee shall identify a new search area, on
mutually acceptable terms. In the event that Licensee revises the search
proposal, Licensor shall be obligated to provide up to [*] additional Site
Candidates to Licensee for each revised search proposal. Licensor shall be
entitled to payment of an additional milestone charge for each search area
re-issued by Licensee. If, within the time frames set forth herein, no Site
Candidate has been identified and agreed to by the parties in response to the
search proposal, then Licensor shall be entitled to reject the search proposal.
In the event Licensee elects to eliminate a search area, Licensor shall be
entitled to payment of any milestones completed.
4.3 EXISTING LICENSOR SITES. In the event the Site Candidate approved by
Licensee is a Licensor Site, Licensee shall issue, together with its RF
approval, a Site Engineering Application for that Site, setting forth Licensee's
specific requirements at that Site.
4.4 THIRD PARTY SITES. In the event the Site Candidate approved by
Licensee is a Third Party Site, Licensee's issuance of its RF approval shall be
deemed as an authorization to Licensor to negotiate the terms of a co-location
agreement on behalf of Licensee with the owner of the Third Party Site. In the
event that Licensee has rights in any Third Party Sites pursuant to existing
agreements with such third parties, Licensor shall act as Licensee's agent to
obtain an interest in the Site on Licensee's behalf pursuant to the terms of
such existing agreement. Licensee shall issue a Site Engineering Application to
Licensor setting forth Licensee's requirements at the Third Party Site.
4.5 BUILD TO SUIT SITES. In the event a search area or Site Location
requires the construction of a new tower on vacant land, Licensor shall have the
right of first refusal to propose to Licensee that Licensor secure such land,
erect a communication facility at Licensor's sole cost and expense and at all
times retain ownership of the facility (Build to Suit Site)(Subject to
Licensee's rights with respect to Build to Own Sites as set forth in Section 4.6
below). If a
Attachment B-7
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
Site Candidate is approved by Licensee to be a Build to Suit Site, Licensee
shall issue a written statement identifying the Site Candidate as such. The
written statement shall be deemed as authorization to Licensor to proceed to
obtain within ninety (90) days of such approval a property interest in the Site.
Licensee shall also execute a Site Engineering Application for that Site.
Failure of Licensee to timely return the Site Engineering Application to
Licensor in the required time period shall constitute a rejection of that Site.
Licensor shall at all times retain ownership of the Build to Suit Sites.
Licensor, at its option, may construct the tower to a height greater than that
required by Licensee so long as such additional tower height does not result in
unreasonable delay in construction due to additional regulatory approval. Upon
receiving Licensee's Notice to Proceed in the form set forth in Exhibit "G-4",
Licensor shall, separate from this Amendment No. 1, license space at the Site
pursuant to the terms and conditions outlined in the Master License Agreement.
Licensee shall have the exclusive first choice of location on the tower and /or
within any equipment building or outside pad location. In the event Licensor and
Licensee agree on a Build to Suit Site, Licensee shall, separate from this
Amendment No. 1, execute a SLA in the form set forth in the Master License
Agreement. All Site development and installation costs associated with a Build
to Suit Site shall conform to the requirements set forth in the Scope of Work in
Exhibit "B-4." Licensee acknowledges and agrees that the initial term of all
Build To Suit Sites shall be [*] years. Licensor may, in its reasonable
discretion, reject a Site Candidate that is a Build To Suit Site if, upon
completion of Site Acquisition Services and prior to Licensee's issuance of a
Notice to Proceed, Licensor determines that: (i) construction cost of the Build
To Suit Site shall exceed [*]; (ii) the Site cannot be constructed to a height
which would permit Licensor the opportunity to license the Site to additional
tenants and receive a reasonable financial return; (iii) Licensor reasonably
determines that it will require more than [*] months from the issuance of the
Search Proposal to complete the proposed Build To Suit Site; (iv) Licensor is
unable to timely receive the required zoning or other regulatory approvals
necessary to meet Licensee's RF requirements; (v) a Site owned by Licensor or a
third party is located within [*] of the geographic center of the search area.
In the event that Licensor elects not to construct a proposed Build To Suit Site
for any of the reasons set forth above, it shall so notify Licensee in writing,
and Licensor's obligation to Licensee with respect to that Build To Suit Site
shall be fulfilled. Licensor shall be entitled to the compensation set forth in
applicable fee schedule for the Services performed prior to the rejection of the
Build To Suit Site. Licensor shall assign its rights in the rejected Site to
Licensee upon payment of such compensation by Licensee. Licensee, at its sole
option, may offer Licensor a mutually agreed upon capital contribution in
exchange for a reduction of monthly rent or as an inducement to Licensor to
construct and own a Build To Suit Site otherwise rejected by Licensor. Licensee
shall also be entitled to reserve space at Build to Suit Sites subject to the
terms set forth in the Master License Agreement.
4.6 BUILD TO OWN SITES. Licensee may elect to retain ownership and
control of any raw land Site upon Licensor's completion of construction of such
Site and installation of Licensee's Equipment. Licensee shall notify Licensor of
Licensee's intent to retain ownership of a Site by issuing written notice to
Licensor with Licensee's issuance of the Notice to Proceed.
4.7 LICENSEE'S RESERVED RIGHTS. Notwithstanding any contrary provision,
with respect only to Build To Suit Sites, Licensee shall reserve the right to
construct any Build To Suit Site rejected by Licensor; however Licensee shall
remain responsible to reimburse Licensor its costs of obtaining a Site Candidate
pursuant to the applicable fee schedule.
Attachment B-8
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
5. SITE DEVELOPMENT/INSTALLATION PROCESS
5.1 SLA PACKAGE. Upon receipt of the Site Engineering Application from
Licensee, Licensor shall supply Licensee no later than ten (10) days after
receipt of the Site Engineering Application with: [* * *]
5.2 NOTICE TO PROCEED. Following Licensee's receipt of a complete SLA
Package, Licensee shall execute a SLA for the Site and issue a Notice to Proceed
to Licensor in the form attached hereto as Exhibit "G-4", which shall authorize
Licensor to proceed with the Services necessary to install Licensee's Equipment
at a Site. Licensor shall perform such services in accordance with the
applicable Scopes of Work set forth in Exhibits "B-1", "B-4", "B-5" and "C".
6. Omitted
7. Omitted
8. Omitted
9. Omitted except as provided below.
9.6 NON-STANDARD SITE COSTS. Prior to proceeding with the provision of
Services for any Extraordinary Rooftop Site or Third Party Site, Licensor shall
provide Licensee with a total bid cost for all work associated with Licensee's
installation at such a Site. Licensee shall, within ten (10) days, notify
Licensor in writing of its notice for Licensor to proceed to perform the
Services at that Site for the cost identified in Licensor's bid.
10. Omitted except as provided below.
10.2 INSTALLATION, MODIFICATION AND RELOCATION
10.2.1 Initial Installation. Licensee's initial installation of
Equipment at a Site shall be subject to Licensor's review to determine
Licensee's compliance with Licensor's structural, engineering, environmental and
legal requirements as well as the standards set forth in Exhibit "L" hereto.
Licensor shall act as project manager and shall provide initial installation
services to Licensee pursuant to a mutually agreed upon Scope of Work and in
accordance with the standards described in Exhibit "L". The parties agree,
notwithstanding Licensor's project management requirements, that all
construction will be completed by a licensed construction contractor under
Licensor's supervision. Licensor is not a construction contractor.
11-27. Omitted.
Attachment B-9
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
28. NOTICES
All notices hereunder shall be in writing and shall be given by (i)
established express delivery service which maintains delivery records, (ii) hand
delivery, or (iii) certified or registered mail, postage prepaid, return receipt
requested. Notices may also be given by facsimile transmission, provided the
notice is concurrently given by one of the above methods. Communication by
electronic or computerized mail shall not be accepted as effective notice under
this Attachment. Notices are effective upon receipt, or upon attempted delivery
if delivery is refused or if delivery is impossible because of failure of a
party to provide an effective address and telephone number for the other party
to accomplish delivery by the means herein authorized. The notices shall be sent
to the parties at the following addresses:
As to Licensee: Cricket Communications, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Legal Department
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
As to Licensor: Crown Castle
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Legal Department
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile Number: (▇▇▇) ▇▇▇-▇▇▇▇
As to Nortel: Nortel Networks Inc.
MS 991/12/B40
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Legal Department
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Licensor or Licensee may from time to time designate any other address
for this purpose by giving written notice to the other party. Any address
provided orally or published by any public source shall be deemed the effective
address hereunder if a written notice is returned to the sender indicating that
the addressee party is unknown or not present at the address provided in writing
by the addressee.
29-44. Omitted.
Attachment B-10
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT B-1
SCOPE OF WORK
TURNKEY SITES
I. PRE-DEPLOYMENT SERVICES
Licensor (sometimes referred to as "Vendor") will analyze existing zoning
requirements and real estate availability in the market of interest. The
following activities shall be included in this scope of work.
[* * *]
Attachment B-11
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
II. SITE ACQUISITION AND ZONING SERVICES
Vendor shall supply all necessary services, office space, equipment and
staff to identify, evaluate, lease, zone and permit the construction of cell
sites in the market. Adequate space shall also be made available to Owner
supervisory staff to carry out their duties. These services shall include:
[* * *]
Attachment B-12
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
[* * *]
III. ARCHITECTURAL AND ENGINEERING SERVICES
Prepare the following documentation for each cell site when directed by
Owner representative. Pricing to include coordinating schedules for deliverables
with Owner and assisting Owner to obtain zoning and construction permits as well
as coordination of the project with Site Acquisition, Zoning and Construction
requirements. All work will be in conformance with local, state, and federal
regulations, standard professional practice, the other provisions of this
agreement, and the reasonable requests of Owner. All final engineering
documentation to be delivered to Owner and regulatory agencies shall be stamped
(sealed) by a licensed engineer authorized to perform work in the state where
the project is located.
[* * *]
Attachment B-13
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
[* * *]
IV. CONSTRUCTION MANAGEMENT SERVICES
Oversee, estimate, bid, select and manage the following aspects of the
program needed to construct the cell site network including any and all related
telephony and power.
[* * *]
Attachment B-14
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
[* * *]
V. OVERALL PROGRAM AND PROJECT MANAGEMENT
[* * *]
Attachment B-15
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
SCOPE OF WORK
TURNKEY SITES
[One Page of Technical Information Deleted Pursuant to Confidential Treatment
Request]
Attachment B-16
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[Four Pages of Pricing Information Deleted Pursuant to Confidential Treatment
Request]
Attachment B-17
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT B-4
BUILD TO SUIT SCOPE OF WORK
I. SITE ACQUISITION AND ZONING SERVICES
Licensor shall supply all necessary services, office space, equipment
and staff to identify, evaluate, lease, zone and permit the construction of cell
sites in the market. Adequate space shall also be made available to Licensee
supervisory staff to carry out their duties. These services shall include:
[* * *]
Attachment B-21
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
[* * *]
II. ARCHITECTURAL AND ENGINEERING SERVICES
Prepare the following documentation per Licensor custom and practice, to
include Program Management, Site Acquisition, Zoning and Construction
Management. Pricing to include coordinating schedules for deliverables with
Licensee and assisting Licensee to obtain zoning and construction permits as
well as coordination of the project with Site Acquisition, Zoning and
Construction requirements. All work will be in conformance with local, state,
and federal regulations and standard professional practice. All final
engineering documentation to be delivered to Licensee and regulatory agencies
shall be stamped (sealed) by a licensed engineer authorized to perform work in
the state where the project is located.
[* * *]
Attachment B-22
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
[* * *]
III. CONSTRUCTION MANAGEMENT SERVICES
Oversee, estimate, bid, select and manage the following aspects of the
program needed to construct the cell site network including any and all related
telephony and power.
[* * *]
Attachment B-23
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
[* * *]
IV. OVERALL PROGRAM AND PROJECT MANAGEMENT
[* * *]
Attachment B-24
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
EXHIBIT B-4
SCOPE OF WORK
BUILD TO SUIT SITES
[Three Pages of Technical and Pricing Information Deleted Pursuant to
Confidential Treatment Request]
Attachment B-25
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT B-5
BUILD TO OWN SCOPE OF WORK
I. SITE ACQUISITION AND ZONING SERVICES
Licensor shall supply all necessary services, office space, equipment
and staff to identify, evaluate, lease, zone and permit the construction of cell
sites in the market. Adequate space shall also be made available to Licensee
supervisory staff to carry out their duties. These services shall include:
[* * *]
Attachment B-28
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
[* * *]
II. ARCHITECTURAL AND ENGINEERING SERVICES
Prepare the following documentation per Licensor custom and practice, to
include Program Management, Site Acquisition, Zoning and Construction
Management. Pricing to include coordinating schedules for deliverables with
Licensee and assisting Licensee to obtain zoning and construction permits as
well as coordination of the project with Site Acquisition, Zoning and
Construction requirements. All work will be in conformance with local, state,
and federal regulations and standard professional practice. All final
engineering documentation to be delivered to Licensee and regulatory agencies
shall be stamped (sealed) by a licensed engineer authorized to perform work in
the state where the project is located.
[* * *]
Attachment B-29
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
[* * *]
III. CONSTRUCTION MANAGEMENT SERVICES
Oversee, estimate, bid, select and manage the following aspects of the
program needed to construct the cell site network including any and all related
telephony and power.
[* * *]
Attachment B-30
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
[* * *]
IV. OVERALL PROGRAM AND PROJECT MANAGEMENT
[* * *]
Attachment B-31
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[*] Certain material (indicated by an asterisk) has been omitted from this
document pursuant to a request for confidential treatment. The omitted material
has been filed separately with the Securities and Exchange Commission.
SCOPE OF WORK
BUILD TO OWN SITES
[Two Pages of Technical Information Deleted Pursuant to Confidential Treatment
Request]
Attachment B-32
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[One Page of Pricing Information Deleted Pursuant to Confidential Treatment
Request]
Attachment B-34
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT C
SCOPE OF WORK - SWITCH SITES
SCOPE OF WORK - SITE ACQUISITION - MOBILE SWITCH CENTER
Provide and coordinate schedules for deliverables including the following four
tasks:
- Task I - Preliminary Research
- Task II - Site Identification
- Task III - Lease Acquisition
- Task IV - Zoning Approvals and Permitting
[Six Pages of Technical Information Deleted Pursuant to Confidential Treatment
Request]
Attachment B-35
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
[One Page of Pricing Information Deleted Pursuant to Confidential Treatment
Request]
Attachment B-41
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT E
CROWN CASTLE PUBLISHED RATES
[One Page of Pricing Information Deleted Pursuant to Confidential Treatment
Request]
Attachment B-42
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT G-1
CRICKET SEARCH AREA FORM
[Two Pages of Proprietary Information Deleted Pursuant to Confidential Treatment
Request]
Attachment B-43
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT G-2
[Four Pages of Proprietary Information Deleted Pursuant to Confidential
Treatment Request]
Attachment B-45
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT G-3
NOTICE OF COMPLETION
OF SERVICES
TO:_____________________________________________________________________________
FROM:___________________________________________________________________________
The following services have been completed:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Applicable Sites:
____________________________________ ____________________________________
____________________________________ ____________________________________
____________________________________ ____________________________________
____________________________________ ____________________________________
Licensor Project Manager Date
____________________________________ ____________________________________
Licensee Representative Date
Attachment B-49
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT G-4
Notice to Proceed - Site Development Services
[One Page of Proprietary Information Deleted Pursuant to Confidential Treatment
Request]
Attachment B-50
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT G-5
FINAL LEASE PACKAGE CHECKLIST
[Seven Pages of Proprietary Information Deleted Pursuant to Confidential
Treatment Request]
Attachment B-51
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT G-6
COMPLIANCE PACKAGE CHECKLIST
[Seven Pages of Technical and Proprietary Information Deleted Pursuant to
Confidential Treatment Request]
Attachment B-58
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT G-7
CONSTRUCTION NOTICE TO PROCEED CHECKLIST
[One Page of Technical Information Deleted Pursuant to Confidential Treatment
Request]
Attachment B-65
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT G-8
FINAL PROJECT BINDER
CONSTRUCTION
CHECKLIST
[Two Pages of Proprietary Information Deleted Pursuant to Confidential Treatment
Request]
Attachment B-66
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT H
CROWN CASTLE INTERNATIONAL INC.
APPLICATION ENGINEERING DATA
Version: 3.70.00
------------------------------
CNS-AED-03259
------------------------------
[Crown Castle Logo]
CROWN CASTLE INTERNATIONAL INC.
APPLICATION ENGINEERING DATA
------------------------------------- ---------------------------------------------------
Customer Project Installation Date
------------------------------------- ---------------------------------------------------
Business Units Date of Application
------------------------------------- ---------------------------------------------------
Crown Site Name Revision
------------------------------------- ---------------------------------------------------
Site Street Date Last Revised on
------------------------------------- ---------------------------------------------------
Site City
------------------------------------- ---------------------------------------------------
Site State Crown Use Only:
------------------------------------- ---------------------------------------------------
Site Zip JDE Job Number
------------------------------------- ---------------------------------------------------
Latitude Customer Number
------------------------------------- ---------------------------------------------------
Longitude Crown Regional P.O.C. Name
------------------------------------- ---------------------------------------------------
Customer Site Name Phone
------------------------------------- ---------------------------------------------------
Technology and Frequency Data:
-------------------------------------------------
ID Antenna Technology Frequency Band
-------------------------------------------------
1
-------------------------------------------------
2
-------------------------------------------------
3
-------------------------------------------------
4
-------------------------------------------------
5
-------------------------------------------------
6
-------------------------------------------------
7
-------------------------------------------------
MOUNT TRUE ELECT
CENTER NAG MECH
--------------------------
Antenna Information
--------------------------------------------------------------------------------------------------------------------------
Down Tower Mnt. Amp.
Antenna Use Antenna Level Azimuth Tilt ----------------- Feedline Feedline
# ID Code Model (f) Orient (degree) (degree) Y/N Gain {dB Type Lgth (Ft)
--------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------
1
--------------------------------------------------------------------------------------------------------------------------
2
--------------------------------------------------------------------------------------------------------------------------
3
--------------------------------------------------------------------------------------------------------------------------
4
--------------------------------------------------------------------------------------------------------------------------
5
--------------------------------------------------------------------------------------------------------------------------
6
--------------------------------------------------------------------------------------------------------------------------
7
--------------------------------------------------------------------------------------------------------------------------
8
--------------------------------------------------------------------------------------------------------------------------
9
--------------------------------------------------------------------------------------------------------------------------
10
--------------------------------------------------------------------------------------------------------------------------
11
--------------------------------------------------------------------------------------------------------------------------
12
--------------------------------------------------------------------------------------------------------------------------
--------------------------
Antenna Information
-----------------------------------------------------------------------------------------------------
Antenna Use Feedline Color Num of
# ID Code Connector Code Feedlines Technology Frequency Data ID(s)
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
1
-----------------------------------------------------------------------------------------------------
2
-----------------------------------------------------------------------------------------------------
3
-----------------------------------------------------------------------------------------------------
4
-----------------------------------------------------------------------------------------------------
5
-----------------------------------------------------------------------------------------------------
6
-----------------------------------------------------------------------------------------------------
7
-----------------------------------------------------------------------------------------------------
8
-----------------------------------------------------------------------------------------------------
9
-----------------------------------------------------------------------------------------------------
10
-----------------------------------------------------------------------------------------------------
11
-----------------------------------------------------------------------------------------------------
12
-----------------------------------------------------------------------------------------------------
Antenna Specifications:
------------------------------------------------------------------------------------------------------------------------
Dimensions (Inches)
Ant Connector ------------------------- Ant. Exposed Mount Wg.
Ant Model Manufacturer Type Type Height Width Depth Wgt (LB) Area (Ft) (LB)
------------------------------------------------------------------------------------------------------------------------
1
------------------------------------------------------------------------------------------------------------------------
2
------------------------------------------------------------------------------------------------------------------------
3
------------------------------------------------------------------------------------------------------------------------
4
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
Feedline Mfg. Part Number Type:
------------------------------------------------------------------------------------------------------------------------
Feedline Mfg. Part Number Type:
------------------------------------------------------------------------------------------------------------------------
For sectored antenna systems the customer will supply a drawing of the antenna
arrangement.
The information above is accurate and complete for all antenna installations
required.
Lightning Suppressor
-----------------------------------------------------------------
1 Manufacturer Model
-----------------------------------------------------------------
2
-----------------------------------------------------------------
Base Station Equipment
-----------------------------------------------------------------
Equipment Manufacturer
-----------------------------------------------------------------
Model Number
-----------------------------------------------------------------
Power Output (▇▇▇▇▇)
-----------------------------------------------------------------
Equipment Conn. Type(s)
-----------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Frequencies (MHz) Transmit Receive Antenna ID(s)
---------------------------------------------------------------------------------------------------------------
ALL FREQUENCIES MUST BE
ACTUAL OPERATING --------------------------------------------------------------------------------
FREQUENCIES. CROWN MUST BE
NOTIFIED IF THEY ARE --------------------------------------------------------------------------------
MODIFIED
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Transmitter Intermod Protection: Land/Building/Power Requirements:
--------------------------------------------------------- --------------------------------------------------------------
Bandpass Filter Mfg Building/Shelter Size
--------------------------------------------------------- --------------------------------------------------------------
Bandpass Filter Model # Building/Shelter Type
--------------------------------------------------------- --------------------------------------------------------------
Bandpass Filter Range Required AC Power
--------------------------------------------------------- --------------------------------------------------------------
Duplexor Manufacturer House/Metered Power
--------------------------------------------------------- --------------------------------------------------------------
Duplexor Model Number Floor Space Assigned
--------------------------------------------------------- --------------------------------------------------------------
Duplexor TX-RX Isolation Pad Requirement
--------------------------------------------------------- --------------------------------------------------------------
Manufacturer's specifications for antennas, equipment and shelter:
Attached
----------------
Hard Copy to be Forwarded by (Date):
----------------
Previously Supplied
-------------------------------------------------------------------------------
The information above is complete and accurate: (Customer Signature)
-------------------------------------------------------------------------------
[ ] Application Fee Required
------------------------------------------------------------------------
Customer RF Contact Name
------------------------------------------------------------------------
Phone Number
------------------------------------------------------------------------
Customer Const. Contact Name
------------------------------------------------------------------------
Phone Number
------------------------------------------------------------------------
------------------------
For Crown Use Only:
------------------------
Complete Engineering Review Requested
Request for Administrative Review Only, Crown Region ------------------------
Authorizes Approval (VP/GM Signature Required)
------------------------
Comments/Special Instructions:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
THIS APPLICATION IS SUBJECT TO ENGINEERING APPROVAL AND MAY ALSO BE SUBJECT TO
LOCAL ZONING OR CONSTRUCTION APPROVAL WHICH MAY REQUIRE LAND OWNER CONSENT
Attachment B-68
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
EXHIBIT L
SPECIAL CONDITIONS, SITE RULES AND REGULATIONS, AND ACCESS AND SECURITY
PROCEDURES FOR USERS
[Fifteen Pages of Technical Information Deleted Pursuant to Confidential
Treatment Request]
Attachment B-69
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
ATTACHMENT C
TO AMENDMENT NO. 1
TO SYSTEMS EQUIPMENT PURCHASE AGREEMENT BETWEEN
CRICKET COMMUNICATIONS, INC. AND NORTEL NETWORKS INC.
SECTION 26.18 OF SYSTEMS EQUIPMENT PURCHASE AGREEMENT:
26.18 Confidentiality. (a) All information which is identified as
proprietary or confidential by the disclosing party, including without
limitation all oral and written information (including, but not limited to,
determinations or reports by arbitrators pursuant to the terms of this
Contract), disclosed to the other party is deemed to be confidential, restricted
and proprietary to the disclosing party (hereinafter referred to as "Proprietary
Information"). Each party agrees to use the Proprietary Information received
from the other party only for the purpose of this Contract. Except as specified
in this Contract, no other rights, and particularly licenses, to trademarks,
inventions, copyrights, patents, or any other intellectual property rights are
implied or granted under this Contract or by the conveying of Proprietary
Information between the parties. Proprietary Information supplied is not to be
reproduced in any form except as required to accomplish the intent of, and in
accordance with the terms of, this Contract. The receiving party shall provide
the same care to avoid disclosure or unauthorized use of Proprietary Information
as it provides to protect its own similar proprietary information but in no
event shall the receiving party fail to use reasonable care under the
circumstances to avoid disclosure or unauthorized use of Proprietary
Information. All Proprietary Information shall be retained by the receiving
party in a secure place with access limited to only such of the receiving
party's employees, subcontractors or agents who need to know such information
for purposes of this Contract and to such third parties as the disclosing party
has consented to by prior written approval. All Proprietary Information, unless
otherwise specified in writing (i) remains the property of the disclosing party,
(ii) shall be used by the receiving party only for the purpose for which it was
intended, and (iii) such Proprietary Information, including all copies of such
information, shall be returned to the disclosing party or destroyed after the
receiving party's need for it has expired or upon request of the disclosing
party, and, in any event, upon termination of this Contract. At the request of
the disclosing party, the receiving party shall furnish a certificate of an
officer of the receiving party certifying that Proprietary Information not
returned to disclosing party has been destroyed. For the purposes hereof,
Proprietary Information does not include information which:
(i) is published or is otherwise in the public domain through no
fault of the receiving party at the time of any claimed
disclosure or unauthorized use by the receiving party;
(ii) prior to disclosure pursuant to this Contract is properly within
the legitimate possession of the receiving party as evidenced by
reasonable documentation to the extent applicable;
Attachment C-1
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.
(iii) subsequent to disclosure pursuant to this Contract is lawfully
received from a third party having rights in the information
without restriction of the third party's right to disseminate
the information and without notice of any restriction against
its further disclosure;
(iv) is independently developed by the receiving party or is
otherwise received through parties who have not had, either
directly or indirectly, access to or knowledge of such
Proprietary Information;
(v) is transmitted to the receiving party after the disclosing party
has received written notice from the receiving party after
termination or expiration of this Contract that it does not
desire to receive further Proprietary Information;
(vi) is obligated to be produced under order of a court of competent
jurisdiction or other similar requirement of a Governmental
Entity, so long as the party required to disclose the
information provides the other party with prior notice of such
order or requirement and its cooperation to the extent
reasonable in preserving its confidentiality; or
(vii) the disclosing party agrees in writing is free of such
restrictions.
(b) Because damages may be difficult to ascertain, the parties agree,
without limiting any other rights and remedies specified herein, an injunction
may be sought against the party who has breached or threatened to breach this
subsection. Each party represents and warrants that it has the right to disclose
all Proprietary Information which it has disclosed to the other party pursuant
to this Contract, and each party agrees to indemnify and hold harmless the other
from all claims by a third party related to the wrongful disclosure of such
third party's proprietary information.
Attachment C-2
Nortel Networks and Cricket Communications, Inc. Proprietary and Confidential
Information.