EXHIBIT 10.8
ADDENDUM I
TO
SPRINT PCS MANAGEMENT AGREEMENT
Manager: Shenandoah Personal Communications Company,
a Virginia corporation
Service Area: Hagerstown, MD-Chambersburg, PA-Martinsburg, WV BTA
Winchester, VA BTA
Harrisonburg, VA BTA
Washington, DC BTA (Jefferson County, WV only)
Harrisburg, PA BTA
York-Hanover, PA BTA
Altoona, PA BTA
This Addendum contains certain additional and supplemental terms and
provisions of that certain (a) Sprint PCS Management Agreement (the "Management
Agreement"), (b) Sprint PCS Services Agreement (the "Services Agreement"), (c)
Sprint Spectrum Trademark and Service ▇▇▇▇ License Agreement, and (d) Sprint
Trademark and Service ▇▇▇▇ License Agreement (collectively with the Sprint
Spectrum Trademark and Service ▇▇▇▇ License Agreement, the "Trademark License
Agreements"), each entered into contemporaneously with and by the same parties
as this Addendum. The Services Agreement, Trademark License Agreements and any
other agreements entered into in connection with the Management Agreement,
Services Agreement or Trademark License Agreements are collectively referred to
herein as the "Other Sprint Agreements". The terms and provisions of this
Addendum control, supersede and amend any conflicting terms and provisions
contained in the Management Agreement and/or the Other Sprint Agreements. Except
for express modification made in this Addendum, the Management Agreement and the
Other Sprint Agreements continue in full force and effect.
Capitalized terms used and not otherwise defined in this Addendum have the
meaning ascribed to them in the Schedule of Definitions. Section and Exhibit
references are to Sections and Exhibits of the Management Agreement unless
otherwise noted.
The Management Agreement and the Other Sprint Agreements are modified as
follows:
1. Ownership of Spectrum. Sprint PCS represents and warrants that as of
the date of the execution of the Management Agreement Sprint PCS owns 20 MHz or
more of PCS spectrum in the Service Area under the License.
EXHIBIT 10.8
EXHIBIT 10.8 2. Access to Service Area Network. The following phrase is
added at the beginning of the first sentence in the last paragraph of Section
1.1: "Subject to Section 9.5,".
3. Financing.
(a) The word "and" is inserted between the words "thereto" and "before" in
the last sentence of Section 1.7.
(b) Sprint PCS agrees to propose modifications to the Management
Agreement, and perhaps to the Schedule of Definitions, the Services Agreement,
the Sprint Trademark and Service ▇▇▇▇ License Agreement, and the Sprint Spectrum
Trademark and Service ▇▇▇▇ License Agreement, that will enhance Manager's
ability to obtain financing for the Service Area Network. Sprint PCS will not be
required to offer the Manager subsequent modifications offered or agreed to with
Other Managers subsequent to the initial set of modifications.
4. Ethical Conduct and Related Covenants. Section 1.8 is deleted in its
entirety.
5. Exclusivity of Service Area. The phrase "or manage" in the first
sentence of Section 2.3 is deleted and replaced by the following phrase: ",
manage or contract with any other person or entity to own, operate, build or
manage".
6. Development and Purchase of Cell Sites. The parties agree that Sprint
PCS will continue to develop and build cell sites in the Service Area that are
currently being developed (or have been identified for development) by Sprint
PCS for use by Manager in connection with the operation of the Service Area
Network (collectively, the "Cell Sites") until Manager has obtained financing in
an amount sufficient both to complete the build-out of the Service Area Network,
as described on Exhibit 2.1, and to acquire the Cell Sites (the "Financing
Closing").
Manager agrees to purchase from Sprint PCS under the terms of the Asset
Purchase Agreement attached as Exhibit A hereto the assets listed on Schedule A
to such agreement. Upon the occurrence of the Financing Closing, the parties
shall consummate the transactions contemplated in the Asset Purchase Agreement
and Manager will assume the build-out of the transferred Cell Sites. Exhibit A
hereto serves as Exhibit 2.6 to the Management Agreement.
The parties agree that Manager's failure to close on the Asset Purchase
Agreement shall be treated as an Event of Termination under the Management
Agreement which triggers Sprint PCS's Event of Termination rights under the
Management Agreement and, in addition, Sprint PCS may, in its sole discretion,
elect to enforce and continue to operate under the Management Agreement and
Other Sprint Agreements with the Harrisburg, PA
EXHIBIT 10.8
BTA, York-Hanover, PA BTA, and Altoona, PA BTA removed from Manager's Service
Area.
7. Long-Distance Pricing.
(a) The first sentence of Section 3.4 is deleted in its entirety and
replaced by the following language:
"Manager must purchase long-distance telephony services from Sprint
through Sprint PCS both (i) to provide long-distance telephony
service to users of the Sprint PCS Network and (ii) to connect the
Service Area Network with the national platforms and IT application
connections used by Sprint PCS to provide services to Manager under
the agreement and/or the Services Agreement. Sprint will invoice
Sprint PCS for such services rendered to Sprint PCS, Manager and all
Other Managers, and in turn, Sprint PCS will invoice Manager for the
services used by Manager. The parties acknowledge that so long as
Manager buys switching services from Sprint PCS it is not possible
to calculate the exact cost directly attributable to Manager, and in
lieu of a direct attribution of the cost to Manager, Manager will be
billed a flat rate of $1.84 per subscriber per month as payment for
the above services, which amount the parties agree is the best
estimate of such cost. Once Manager begins providing its own
switching services (i.e., Manager no longer buys switching services
from Sprint PCS), Manager will be charged the same price for the
long-distance services described in (i) and (ii) above as Sprint PCS
is charged by Sprint (excluding interservice area long-distance
travel rates) plus an additional administrative fee to cover Sprint
PCS's processing costs."
(b) The following sentence is added as a second paragraph in Section
3.4: "Manager may not resell the above described long-distance telephony
services acquired from Sprint."
8. Switching Charges.
(a) Until October 31, 1999, Manager will pay to Sprint PCS an
aggregate amount equal to $14,736 per month in consideration for Sprint PCS's
provision of switching services for Manager's entire Service Area Network, which
amount shall include payment for switching services for Manager's GSM-based
Service Area Network and Manager's CDMA-based Service Area Network.
(b) Beginning November 1, 1999, until the earlier of December 31,
2000, or such time as Manager notifies Sprint PCS that Manager no longer needs
EXHIBIT 10.8
switching services from Sprint PCS to operate the Service Area Network, Manager
will pay to Sprint PCS an amount equal to $14,869 per month in consideration for
Sprint PCS's provision of switching services for Manager's entire Service Area
Network, which amount shall include payment for switching services for Manager's
GSM-based Service Area Network and Manager's CDMA-based Service Area Network.
Nothing in this paragraph 8 is intended to obligate Sprint PCS to provide
switching services for Manager's GSM-based Service Area Network after December
31, 1999.
9. Voluntary Resale of Products and Services. Section 3.5.2 is modified by
amending the second sentence of the second paragraph in its entirety to read as
follows: "If Manager wants handsets of subscribers of resellers with NPA-NXXs of
Manager to be activated, Manager must agree to comply with the terms of the
program, including its pricing provisions."
10. Branding and Retail Store Presentation.
(a) Except as expressly provided below in this paragraph 10, the
branding guidelines previously distributed to and reviewed by Manager (the "Full
Branding Guidelines") shall apply to Manager and all of Manager's retail stores.
Such guidelines may be changed by Sprint PCS from time to time. Manager must at
all times use at least 70% of the customer retail space in its retail stores for
the promotion and sale of Sprint PCS Products and Services, but Manager may also
sell products and services provided by its Related Parties in its retail stores.
(b) Each of the Winchester retail store and the Harrisonburg retail
store may continue to be a Shentel-branded store until such time as Manager no
longer has a Related Party that sells cellular products and services from such
store. In the event Manager no longer has a Related Party that sells cellular
products and services from the Winchester retail store or the Harrisonburg
retail store, (a) such store shall thereafter be treated as a retail store
described in paragraph 10(a) above and (b) such store may continue to display
the Shentel name and logo in accordance with the Full Branding Guidelines or
other guidelines adopted or approved by Sprint PCS.
(c) Manager may sell Sprint PCS Products and Services in the
customer service facility operated by Shenandoah Telephone Company in Edinburg,
Virginia, which customer service facility is not subject to paragraph 10(a)
above.
11. Use of Manager's PCS Licenses and GSM Assets. Nothing in the
Management Agreement or the Other Sprint Agreements shall prohibit or restrict
Manager or its Related Parties from entering into and performing any agreements
and arrangements with any third party for the use by such third party of the PCS
licenses and GSM-based equipment of Manager and its Related Parties in
connection with the operation of a wireless telecommunications network;
provided, that (a) none of the Manager's service marks or trademarks shall be
used in connection with the sales, marketing and promotion of the products and
services of such network, (b) neither
EXHIBIT 10.8
Manager nor any of its Related Parties shall provide sales support to such
third-party in connection with the sale of the products and services of such
network or customer support services to the customers of such network and (c)
neither Manager nor any of its Related Parties shall directly or indirectly own
any interest in any such third party or participate in the management or control
of the operations of such network, except (i) to the extent required under
applicable FCC rules and regulations, and (ii) Manager or its Related Parties
may provide equipment maintenance services for such network.
12. Deployment of Cellular by Manager's Related Parties. Neither Manager,
nor any of its Related Parties who do not offer cellular service as of the date
of the execution of the Management Agreement, may market or sell any cellular
products or services. Manager's Related Parties who offer cellular service as of
the date of the execution of the Management Agreement (the "Cellular Parties")
may continue to provide such service, subject to the following terms and
conditions:
(a) the geographic scope of the cellular service will not expand
outside of the RSA VA 10 - ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇;
(b) unless earlier approved in writing by Sprint PCS, the Cellular
Parties will not "substantially convert" (as defined below) any cellular
businesses to digital wireless technology, unless such conversion is made under
management that is separate and distinct, as described in paragraph 12 (c)
below, from that of Manager;
(c) within twelve (12) months after the date of execution of the
Management Agreement, the management (i.e., the directors and officers, or their
functional equivalent in title and responsibility) of Manager and the Cellular
Parties will be separate and distinct, except that the chief executive officer
(or such officer's functional equivalent in title or responsibility) may be a
part of the management for Manager and the Cellular Parties;
(d) except in the retail stores described in paragraphs 10 (b) and
10 (c) of this Addendum, within twelve (12) months after the date of execution
of the Management Agreement, the sales and marketing personnel for the Cellular
Parties will cease to be a part of the sales and marketing personnel of Manager
and vice versa;
(e) Manager's sales and marketing personnel cannot disclose Sprint
PCS proprietary information to parties other than Manager without prior consent
from Sprint PCS; and
(f) Manager and the Cellular Parties will at all times have separate
agreements with their distributors.
As used in this paragraph 12, "substantially convert" means to
offer, sell or distribute any wireless service that uses a digital or dual mode
handset that utilizes digital technology deployed on cellular licenses and
frequencies within the Service Area. The
EXHIBIT 10.8
prohibition contained in this paragraph does not prohibit the use of digital
technology for the delivery or provisioning of analog cellular services that use
analog handsets, nor does it prohibit Manager from offering dual mode handsets
to cellular customers that send and receive (i) analog cellular products and
services utilizing cellular licenses and frequencies and (ii) digital Sprint PCS
Products and Services and Manager's Products and Services.
13. Right of Last Offer. Section 3.7 is modified by adding the following
parenthetical phrase both between (i) "Service Area Network" and "if Manager
decides to use" in the first sentence of the first paragraph and (ii) "for these
services" and "and the agreement was not made" in the first sentence of the
second paragraph:
"(other than backhaul services relating to national platform and IT
application connections, which Manager must purchase from Sprint as
described in Section 3.4)"
14. Termination of License. The following parenthetical phrase is added at
the end of the first sentence of Section 11.3.1(a):
"(except that if the FCC revokes or fails to renew the License
because of a breach of this agreement by Sprint PCS, Sprint PCS may
not terminate this agreement pursuant to this Section 11.3.1(a))".
15. Non-Renewal Rights of Sprint PCS. Sprint PCS will declare, within
one-hundred twenty (120) days after the occurrence of any of the events listed
in Section 11.2.2, its intent to exercise its rights under Section 11.2.2.1 or,
if applicable, its rights under Section 11.2.2.2.
16. Regulatory Considerations. The "deemed change of control" in Section
11.3.4(b) refers to a determination by the FCC that there has been a change of
control of the License resulting from the performance by the parties of their
respective obligations under the agreement.
17. Non-termination of Agreement. The following language is added at the
end of Sections 11.5.3 and 11.6.4: "but such action does not terminate this
agreement".
18. Regulatory Approvals for Transfers. The parties acknowledge that the
transfer of either the Operating Assets or the Disaggregated License are subject
to obtaining all required regulatory approvals.
19. Changes to Required Disclosures. If any federal law or regulation
requires the Manager to disclose financial information that is not provided in
the Type II Report, Sprint PCS, upon concurring advice of its then-current
independent auditors, will provide Manager with such required information.
EXHIBIT 10.8
20. Regulatory Compliance. The following language is added at the end of
the last sentence of the third paragraph of Section 16.1: "; provided, however,
that Sprint PCS will bear the cost of any such requested audits and inspections
that are made more often than Sprint PCS makes audits or inspections of its own
network sites."
21. Transfer of Spectrum.
(a) The first sentence of Section 17.15.5 is amended by (i) deleting
the words "or any of the Licenses, including" and replacing such words with
"and, in connection therewith," and (ii) adding at the end thereof immediately
before the period "and any related agreements".
(b) The following is added at the end of Section 17.15.5:
"Except for (i) intercompany transfers among Sprint's Related
Parties and (ii) any transfer of the License that is part of a sale,
transfer or assignment of the entire Sprint PCS Network (such
transfer described in (i) and (ii), the "Permitted Transfers"),
neither Sprint PCS nor any Sprint Related Party shall sell, transfer
or assign any of the Licenses, or any spectrum under the Licenses,
except as follows:
(A) Sprint PCS may sell, transfer or assign up to ten (10) MHz
of spectrum under the Licenses in the aggregate during the term of
this agreement to a third party without Manager's consent; provided,
that no such sale, transfer or assignment shall relieve Sprint PCS
of its obligations under this agreement, the Services Agreement, or
any related agreements.
(B) If Sprint PCS determines it wishes to sell, transfer or
assign spectrum under the Licenses which, when added together with
all prior sales, transfers and assignments of spectrum under the
Licenses (other than Permitted Transfers), exceeds 10 MHz of
spectrum (such spectrum proposed to be sold, assigned or
transferred, the "Offered Spectrum"), then upon receiving any offer
to purchase the Offered Spectrum (a "Spectrum Offer"), Sprint PCS
agrees to promptly deliver to Manager a copy of such Spectrum Offer.
The Spectrum Offer is deemed to constitute an offer to sell to
Manager, on the terms set forth in the Spectrum Offer, all but not
less than all of the Offered Spectrum. Manager will have a period of
sixty (60) days from the date of receipt of the Spectrum Offer to
notify Sprint PCS that Manager agrees to purchase the Offered
Spectrum on such terms. If Manager timely agrees in writing to
purchase the Offered Spectrum, the parties will proceed to
consummate such purchase not later than the one
EXHIBIT 10.8
hundred eightieth (180th) day after the date of Manager's receipt of
the Spectrum Offer. If Manager does not agree within the sixty (60)
day period to purchase the Offered Spectrum, Sprint PCS will have
the right, for a period of one hundred twenty (120) days after such
sixtieth (60th) day, subject to restrictions set forth in this
Section 17, to sell to the person or entity identified in the
Spectrum Offer all of the Offered Spectrum on terms and conditions
no less favorable to Sprint PCS than those set forth in the Spectrum
Offer. If Sprint PCS fails to sell the Offered Spectrum to such
person or entity on such terms and conditions within such one
hundred twenty (120) day period, Sprint PCS will again be subject to
the provisions of this Section 17.15.5(b)(ii) with respect to the
Offered Spectrum.
22. Announced Transactions. Section 17.24 is deleted in its entirety.
23. Additional Terms and Provisions. (a) The following phrase is added
after the first parenthetical in Section 17.25:
"to which Manager or its Related Parties are a party"
(b) Pursuant to Section 17.25, Manager hereby represents and warrants that (a)
that certain Construction and Management Agreement dated as of June 15, 1995, as
amended, and (b) that certain Equipment Lease Agreement dated as of June 15,
1995, as amended, are the only contracts and arrangements (either written or
verbal) to which Manager or its Related Parties are a party that relate to or
affect the rights of Sprint PCS or Sprint under the Management Agreement.
24. Federal Contractor Compliance. A new Section 17.28, the text of which
is attached as Exhibit B, is added and incorporated by this reference. When and
to the extent required by applicable law, Manager will comply with the
requirement of such Section 17.28.
25. Year 2000 Compliance. The following Section 17.29 is added:
"17.29 Year 2000 Compliance. If the Service Area Network or
any system used to support the Service Area Network fails to satisfy
the Sprint PCS requirements for "Year 2000 Compliance" due to
defects or failures in any system or equipment selected by Manager
(including systems or third party vendors and subcontractors
selected by Manager rather than by Sprint PCS), Manager will, at its
own expense, make the repairs, replacements or upgrades necessary to
correct the failure. If the Service Area Network or any system used
to support the Service Area Network fails to satisfy the Sprint PCS
requirements for "Year 2000
EXHIBIT 10.8
Compliance" due to defects or failures in any systems or equipment
selected by Sprint PCS (including systems or equipment of third
party vendors and subcontractors that Sprint PCS selects and
requires Manager to use), Sprint PCS will, at its own expense, make
the repairs, replacements or upgrades necessary to correct the
failure.
"Year 2000 Compliance" means the functions, calculations, and
other computing processes of the Service Area Network (collectively
"Processes") that perform and otherwise process, date-arithmetic,
display, print or pass date/time data in a consistent manner,
regardless of the date in time on which the Processes are actually
performed or the dates used in such data or the nature of the
date/time data input, whether before, during or after January 1,
2000, and whether or not the date/time data is affected by leap
years. To the extent any part of the Service Area Network is
intended to be used in combination with other software, hardware or
firmware, it will properly exchange date/time data with such
software, hardware or firmware. The Service Area Network will accept
and respond to two-digit year-date input, correcting or
supplementing as necessary, and store, print, display or pass
date/time data in a manner that is unambiguous as to century. No
date/time data will cause any part of the Service Area Network to
perform an abnormally ending routine or function within the
Processes or generate incorrect final values or invalid results."
26. Payment of Fees Under Services Agreement. The second sentence of
Section 3.1 of the Services Agreement is deleted in its entirety and replaced by
the following two sentences:
"Except with respect to fees paid for billing-related services, the
monthly charge for any fees based on the number of subscribers of
the Service Area Network will be determined based on the number of
subscribers as of the 15th day of the month for which the charge is
being calculated. With respect to fees paid for billing-related
services, the monthly charge for any fees based on the number of
subscribers will be based on the number of gross activations in the
month for which the charge is being calculated plus the number of
subscribers of the Service Area Network on the last day of the prior
calendar month."
27. Result of Services Agreement Breach. Sprint PCS agrees not to
terminate the Management Agreement for a breach thereof by Manager that results
directly from Sprint PCS's failure to perform its obligations under the Services
Agreement so long as Manager has notified Sprint PCS, within ten (10) days after
Manager discovers a breach, of Sprint PCS's failure to perform such obligations.
EXHIBIT 10.8
28. Definition of Operating Assets. The definition of "Operating Assets"
in the Schedule of Definitions is amended to remove the Phrase "or its Related
Parties" as such phrase appears throughout said definition. The following
sentences are added after the second sentence in the definition of "Operating
Assets" in the Schedule of Definitions: "`Operating Assets' includes any
contracts or agreements between Manager and its Related Parties that are
necessary to operate the Service Area Network. 'Operating Assets' does not
include any logos or trademarks registered to Manager or its Related Parties or
any rights of Manager that survive termination of the agreement."
29. Trademark License Agreements Changes. The following sentence is added
at the end of Section 2.3 to both Trademark License Agreements: "Licensor shall
advise Licensee periodically as to the appropriate designations for each
Licensed ▇▇▇▇." Section 11.5 of both Trademark License Agreements are amended by
adding at the end of the first sentences thereof "which incorporate the Licensed
Marks".
30. Changes to Exhibit 11.8. The following changes are made to Exhibit
11.8:
(a) The definition "Operating Assets" in paragraph 1.1.1 is deleted
in its entirety.
(b) Paragraph 1.7 is amended to read in its entirety as follows:
"Title Insurance. This paragraph 1.7 will apply if the
Property includes any real estate property (including leasehold
interests) ("Real Property"), but with respect to leasehold
interests, only to the extent title insurance is available."
(b) Paragraph 1.8 is amended to read in its entirety as follows:
"Survey. This paragraph 1.8 will apply if the Property
includes any Real Property, but with respect to leasehold interests,
only to the extent surveys are available."
(c) Paragraph 1.9.8 is modified by adding the phrase: "To the
knowledge of Seller," at the beginning of the paragraph.
(d) Paragraph 1.9.11 is amended by replacing the term "five (5)"
with the term "three (3)".
(f) Paragraph 1.16.2 is amended by adding the following phrase at
the end of the first sentence: "offered by Sprint PCS as of the date of
termination of the Management Agreement."
EXHIBIT 10.8
Exhibit A
Exhibit 2.6
Asset Purchase Agreement
EXHIBIT 10.8
Exhibit B
Section 17.28. Federal Contractor Compliance.
(1) The Manager will not discriminate against any employee or applicant
for employment because of race, color, religion, sex, or national origin. The
Manager will take affirmative action to ensure that applicants are employed, and
that employees are treated during employment without regard to their race,
color, religion, sex, or national origin. Such action shall include, but not be
limited to the following: Employment, upgrading, demotion, or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection for training, including
apprenticeship. The Manager agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided setting forth
the provisions of this nondiscrimination clause.
(2) The Manager will, in all solicitations or advertisements for employees
placed by or on behalf of the Manager, state that all qualified applicants will
receive considerations for employment without regard to race, color, religion,
sex, or national origin.
(3) The Manager will send to each labor union or representative of workers
with which he has a collective bargaining agreement or other contract or
understanding, a notice to be provided advising the said labor union or workers'
representatives of the Manager's commitments under this section, and shall post
copies of the notice in conspicuous places available to employees and applicants
for employment.
(4) The Manager will comply with all provisions of Executive Order 11246
of September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
(5) The Manager will furnish all information and reports required by
Executive Order 11246 of September 24, 1965, and by rules, regulations, and
orders of the Secretary of Labor, or pursuant thereto, and will permit access to
his books, records, and accounts by the administering agency and the Secretary
of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
(6) In the event of the Manager's noncompliance with the nondiscrimination
clauses of this contract or with any of the said rules, regulations, or orders,
this contract may be canceled, terminated, or suspended in whole or in part and
the Manager may be declared ineligible for further Government contracts or
federally assisted construction contracts in accordance with procedures
authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order
11246 of September 24, 1965, or by rule, regulation, or order of the Secretary
of Labor, or as otherwise provided by law.
EXHIBIT 10.8
(7) The Manager will include the portion of the sentence immediately
preceding paragraph (1) and the provisions of paragraphs (1) through (7) in
every subcontract or purchase order unless exempted by rules, regulations, or
orders of the Secretary of Labor issued pursuant to section 204 of Executive
Order 11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. The Manager will take such action with respect to
any subcontract or purchase order as the administering agency may direct as a
means of enforcing such provisions, including sanctions for noncompliance.
Provided, however, that in the event a Manager becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of such
direction by the administering agency the Manager may request the United States
to enter into such litigation to protect the interests of the United States.
(8) In consideration of contracts with Sprint PCS, the Manager agrees to
execute the Certificate of Compliance attached hereto as Attachment I and
further agrees that this certification shall be part of each contract between
Sprint PCS and Manager. The Manager will include Attachment I in every
subcontract or purchase order, so that such provisions will be binding upon each
subcontractor.
EXHIBIT 10.8
Attachment I
CERTIFICATE OF COMPLIANCE WITH
FEDERAL REGULATIONS
In consideration of contracts with SPRINT SPECTRUM L.P., the undersigned
"contractor", "vendor" or "consultant" agrees to the following and further
agrees that this Certification shall be a part of each purchase order, supply
agreement, or contract between SPRINT SPECTRUM L.P. and the undersigned.
1. Equal Opportunity
Executive Order 11246 is herein incorporated by reference.
2. Affirmative Action Compliance
If undersigned Contractor has 50 or more employees and if this contract is
for $50,000 or more, Contractor shall develop a written Affirmative Action
Compliance Program for each of its establishments, as required by rules
and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2).
3. Affirmative Action for Special Disabled and Vietnam Era Veterans
If this contract exceeds $10,000, the undersigned Contractor certifies
that the Contractor does not discriminate against any employee or
applicant because the person is a Special Disabled or Vietnam Veteran and
complies with the rules, regulations and relevant orders of the Secretary
of Labor issued pursuant to the Vietnam Veterans Readjustment Assistance
Act of 1972, as amended.
Contractor hereby represents that it has developed and has on file, at
each establishment, affirmative action programs for Special Disabled and
Vietnam Era Veterans required by the rules and regulations of the
Secretary of Labor (41 CFR 60-250).
4. Affirmative Action for Handicapped Workers
If this contract exceeds $2,500, the undersigned Contractor certifies that
the Contractor does not discriminate against any employee or applicant
because of physical or mental handicap and complies with the rules,
regulations and relevant orders of the Secretary of Labor issued under the
Rehabilitation Act of 1973, as amended.
Contractor hereby represents that it has developed and has on file, at
each establishment, affirmative action programs for Handicapped Workers
required by the rules and regulations of the Secretary of Labor (41 CFR
60-741).
5. Employer Information Report (EEO-1 Standard Form 100)
If undersigned Contractor has 50 or more employees and if this contract is
for $10,000 or more, Contractor shall complete and file government
Standard Form
EXHIBIT 10.8
100, Equal Employment Opportunity Employer Information Report EEO-1, in
accordance with instructions contained therein.
6. Compliance Review
The undersigned Contractor certifies that it has not been subject to a
Government equal opportunity compliance review. If the Contractor has been
reviewed, that review occurred on _________________ (date).
7. Utilization of Small Businesses, Small Disadvantaged Businesses, and
Women-Owned Small Business
It is the policy of SPRINT SPECTRUM L.P., consistent with Federal
Acquisition Regulations (FAR 52.219-8 and FAR 52.219-13), that small
business concerns, small business concerns owned and controlled by
socially and economically disadvantaged individuals, and women-owned
businesses shall have the maximum practicable opportunity to participate
in performing subcontracts under Government contracts for which SPRINT
SPECTRUM L.P. is the Government's Prime Contractor. SPRINT SPECTRUM L.P.
awards contracts to small businesses to the fullest extent consistent with
efficient prime contract performance. The Contractor agrees to use its
best efforts to carry out this policy in the award of its subcontract to
the fullest extent consistent with the efficient performance of this
contract.
Contractor hereby represents that it ______ is ______ is not a small
business, ______ is ______ is not a small business owned and controlled by
socially and economically disadvantaged individuals, and _____ is ______
is not a small business controlled and operated as a women-owned small
business as defined by the regulations implementing the Small Business
Act.
If the answer to any of the above is in the affirmative, Contractor will
complete SPRINT SPECTRUM L.P. Small/Minority/Women Owned Business Self
Certification Form. This form is available from ▇▇. ▇▇▇ ▇▇▇▇, Sprint PCS,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
8. Certification of Nonsegregated Facilities
If this contract is expected to exceed $10,000, the undersigned Contractor
certifies as follows:
The Contractor certifies that the Contractor does not or will not maintain
or provide for its employees any segregated facilities at any of its
establishments, and that it does not and will not permit its employees to
perform services at any location, under its control, where segregated
facilities are maintained. The Contractor agrees that a breach of this
Certification is a violation of the Equal Opportunity provision of this
contract. As used in this Certification, the term "segregated facilities"
means any waiting rooms, work areas, rest rooms and wash rooms,
restaurants and other eating areas, time clocks, locker rooms and other
EXHIBIT 10.8
storage or dressing areas, parking lots, drinking fountains, recreation or
entertainment areas, transportation, and housing facilities provided for
employees that are segregated by explicit directive or are in fact
segregated on the basis of race, color, religion, or national origin,
because of habit, local custom, or otherwise. Contractor further agrees
that (except where it has obtained identical certifications from proposed
subcontracts for specific time periods) it will obtain identical
certifications from proposed subcontractors prior to the award of
subcontracts exceeding $10,000 that are not exempt from the provisions of
the Equal Opportunity Clause; and that it will retain such certification
in its files.
9. Clean Air and Water
The undersigned Contractor certifies that any facility to be used in the
performance of this contract ___ is ___ is not listed on the Environmental
Protection Agency List of Violating Facilities.
The undersigned Contractor agrees to immediately notify SPRINT SPECTRUM
L.P., immediately upon the receipt of any communication from the
Administrator or a designee of the Environmental Protection Agency
indicating that any facility that the Contractor proposes to use for the
performance of the contract is under consideration to be listed on the EPA
List of Violating Facilities. SPRINT SPECTRUM L.P. includes this
certification and agreement pursuant to FAR 52-223-1(c) which requires
including such paragraph (c) in every nonexempt subcontract.
Contractor:
________________________________________
Company Name
________________________________________
Address
________________________________________
City State Zip
By: ____________________________________
Name: __________________________________
Title: _________________________________