ADDENDUM V
TO
SPRINT PCS MANAGEMENT AGREEMENT
MANAGER: LOUISIANA UNWIRED, LLC
SERVICE AREA: LAKE CHARLES, LA BTA
HOUMA-THIBODAUX, LA BTA
SHREVEPORT, LA BTA
ALEXANDRIA, LA BTA
MONROE, LA BTA
EL DORADO-MAGNOLIA-CAMDEN, AR BTA
LONGVIEW-MARSHALL, TX BTA
PARIS, TX BTA
PINE BLUFF, AR BTA
TEXARKANA, TX BTA
TYLER, TX BTA
This Addendum V, dated as of October 12, 2000, contains certain
additional and supplemental terms and provisions to that certain Sprint PCS
Management Agreement entered into as of June 8, 1998, by the same parties as
this Addendum (the "MANAGEMENT AGREEMENT"), which Management Agreement was
further amended by that certain Addendum I, dated June 8, 1998; Addendum II,
dated June 8, 1998; Addendum III, dated June 18, 1999; and Addendum IV, dated
October 26, 1999. The terms and provisions of this Addendum both (i) replace
in their entirety and supersede the terms and provisions of Addendum I and (ii)
control, supersede and amend any conflicting terms and provisions contained in
the Management Agreement. Because Addendum II modified Addendum I, which is
superseded by this Addendum V, Addendum II now modifies this Addendum V with
respect to the three BTAs in which Manager will offer Sprint PCS Products and
Services using its own licenses. Except for express modifications made in this
Addendum, the Management Agreement continues in full force and effect.
Capitalized terms used and not otherwise defined in this Addendum have
the meanings ascribed to them in the Management Agreement. Section and Exhibit
references are to Sections and Exhibits of the Management Agreement unless
otherwise noted.
The parties entered into the Management Agreement to enable Manager to
offer Sprint PCS Products and Services using the Sprint Brands. The Management
Agreement at this time applies to both the Licenses that Sprint PCS owns, as
well as the licenses that Manager owns. To address issues relating to the
licenses that Manager owns, the parties entered into Addendum II to Sprint PCS
Management Agreement contemporaneously with the Management Agreement and
Addendum I. With respect to the three BTAs in which Manager will offer Sprint
PCS Products and Services using its own licenses, the Management Agreement and
Addendum II govern the terms and conditions of the affiliation relationship
between Sprint PCS and Manager. The Management Agreement, as modified by this
Addendum, will continue to control the relationship between the parties in those
BTAs in which Manager offers Sprint PCS Products and Services utilizing the
Licenses.
The Management Agreement is modified as follows:
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1. COMMENCEMENT DATE. The fees and payments under Section 10 will
commence on December 1, 1998.
2. SETOFF RIGHTS. Sprint PCS' setoff rights under Section 10.6 will not
apply to any amounts collected by Sprint PCS from Service Area customers with
respect to products and services (other than Sprint PCS Products and Services
and Manager's Products and Services) that are bundled by Manager with Sprint PCS
Products and Services for billing purposes, or to amounts collected by Sprint
PCS for cellular, paging, local exchange and other services that are not
provided by Sprint PCS or a Related Party of Sprint PCS.
3. RETAIL DISTRIBUTION. (a) Manager will build and operate a stand-alone
Sprint-branded retail store in Lake Charles, Louisiana by December 31, 2001,
which retail store will be operated in compliance with the Management Agreement
and Sprint PCS Program Requirements. Furthermore, Manager will continue to
operate all Sprint PCS stores in compliance with the Management Agreement in the
Service Area.
(b) Manager may sell Sprint PCS Products and Services in US Unwired branded
retail stores in Lake Charles, Louisiana as long as US Unwired and their retail
stores comply with the Sprint PCS Management Agreement, which includes but is
not limited to Regional or National Distribution Program Requirements, the
Trademark License Agreement, and Marketing Communications guidelines
4. MANAGER NON-RENEWAL - HOUMA-THIBODAUX, LA, BTA. This paragraph 4
modifies certain provisions related to the Houma-Thibodaux, LA, BTA. If Manager
gives Sprint PCS notice of its election not to renew the Management Agreement
pursuant to Section 11.2, then Sprint PCS may elect its options in accordance
with Section 11.2.2; provided, that if Sprint PCS purchases the Operating
Assets, (i) it will allow Manager to resell Sprint PCS Products and Services
within the Houma-Thibodaux, LA, BTA at MFN prices and Manager's subscribers to
roam at MFN prices, and (ii) the following phrase will be added to the last
sentence of Section 11.4(d): ", provided, however, that Manager's advertising
through mass media or bulk mailings will not be considered a solicitation of
Sprint PCS customers."
5. MANAGER NON-RENEWAL - LAKE CHARLES. This paragraph 5 modifies certain
provisions related to the Lake Charles, LA BTA.
If Manager gives Sprint PCS notice of its election not to renew the
Management Agreement pursuant to Section 11.2, then, notwithstanding
Sections 11.2.2(a) and 11.2.2(b):
(a) Manager will have the right to transition to its own spectrum,
customers with an MIN assigned to such BTA, but Sprint PCS retains the
customers of a national account and any resellers who have entered into
a reseller agreement with Sprint PCS, in which case Manager is required
to allow Sprint PCS to resell Manager Products and Services within such
BTAs at MFN prices and Sprint PCS' subscribers to roam at MFN prices.
(b) If Manager cannot transition the subscribers with an MIN assigned to
such BTA to its own spectrum because there is no available spectrum or
it is commercially unreasonable to do so, then Sprint PCS may elect its
options in accordance with Section 11.2.2; provided, that if Sprint PCS
purchases the Operating Assets, (i) it will allow Manager to resell
Sprint PCS Products and Services within such BTAs at MFN prices and
Manager's subscribers to roam at MFN prices, and (ii) the following
phrase will be added to the last sentence of Section 11.4(d): ",
provided, however, that Manager's advertising through mass media or bulk
mailings will not be considered a solicitation of Sprint PCS customers."
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(c) Notwithstanding the provisions of Section 11.2.2.1 related to Sprint
PCS' purchase of the Operating Assets, (A) the Operating Assets will not
include that portion of the customer base consisting of customers whose
MINs are assigned to the Lake Charles BTA (but Sprint PCS retains the
customers of a national account and any resellers who have entered into
a reseller agreement with Sprint PCS), (B) when determining the Entire
Business Value the appraisers will assume that the customers excluded in
(A) above are not customers of the business, and (C) the valuation
method to be used in determining the value of such customer base will be
the generally accepted method within the wireless industry for valuing a
customer base at the time the valuation is made, which method takes into
account net present value of the customer base, churn and expected
changes in average revenue per user.
6. LONG-DISTANCE PRICING. (a) The first sentence of Section 3.4 is
deleted in its entirety and replaced with the following language:
Prior to May 1, 2002, Manager may purchase from Cameron
Communications Corporation long-distance telephony services used in
the provision of Sprint PCS Products and Services in the Service Area
served by the Manager's two existing switches located in Shreveport,
Louisiana. If, during the period from the date of this addendum until
May 1, 2002, Manager does not purchase or retain long-distance
telephony services from Cameron Communications Corporation used in the
provision of Sprint PCS Products and Services in the Service Area,
Manager must purchase long-distance telephony services from Sprint or
Sprint PCS, at Sprint PCS' discretion.
On and after May 1, 2002, Manager must purchase, exclusively,
from Sprint or Sprint PCS, at Sprint PCS' discretion, all long-
distance telephony services used in the provision of Sprint PCS
Products and Services in the entire Service Area. This includes
replacing any existing long distance service used in the provision of
Sprint PCS Products and Services in the Service Area.
Sprint PCS will bill Manager for the services used by Manager.
Manager will be charged the same price for such long-distance service
as Sprint PCS is charged by Sprint plus an additional administrative
fee to cover Sprint PCS' processing costs.
Manager may not resell the long-distance telephony services
acquired from Sprint under this Section 3.4.
; and the last three sentences in Section 3.4 are deleted in their entirety.
(b) Section 3.7 is modified by adding the following language: "(other
than backhaul services relating to national platform and IT application
connections, which Manager must purchase from Sprint if Manager is a Type I or
Type II affiliate as described on Exhibit 2.1.1)" both between (A) "Service Area
Network" and "if Manager decides to use" in the first sentence of the first
paragraph and (B) "for these services" and "and the agreement was not made" in
the first sentence of the second paragraph.
(c) "Long-distance telephony services used in the provision of Sprint
PCS Products and Services" means services needed to provide long-distance
telephony service to users of the Sprint PCS Network, but not services to
connect the Service Area Network with the national platforms used by Sprint PCS
to provide services to Manager under the agreement and/or the Services
Agreement.
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(d) If, after May 1, 2002, Manager delivers to Sprint PCS a copy of a
competitive bid from a long-distance telephony service provider who meets
Sprint's network reliability and voice quality standards in force at the time
Sprint receives the bid proposal (certified by the chief executive officer of
Manager as an accurate and complete description of such bid) to provide long-
distance services to Manager, and such bid is for a period not less than two
years and includes transport charges that are at least 10% less than the
transport charges and administrative fee charged by Sprint, Manager may purchase
long-distance services until the underlying contract resulting from the
certified bid terminates, at which time the language in (a) above governs.
7. NETWORK CERTIFICATION COSTS. Network Certification Costs, as
contemplated in Exhibit 2.1.1 to the Management Agreement, will be limited to
reasonable travel, transportation, food, lodging and out of pocket expenses
incurred by Sprint PCS.
8. REVISED DESIGNATION OF SELECTED SERVICES. Exhibit 2.1.2 attached
to this addendum supersedes and replaces in its entirety Exhibit 2.1.2
previously agreed to.
9. LAKE CHARLES, LA BTA. Manager will build-out the Sprint PCS
Network in the Lake Charles, LA BTA to enable both Sprint PCS and Manager to
perfect their respective licenses in that BTA. The parties will negotiate in
good faith to implement a plan intended to accomplish that goal.
10. SPRINT PCS' FCC LICENSE REQUIREMENTS. Although Manager is allowed
to operate in portions of its Service Area using its own F-block licenses,
Manager agrees to deploy network facilities that utilize the Licenses covering
the Service Area and to actively market Sprint PCS Products and Services in the
Service Area, at Manager's expense, if such deployment and marketing will cause
Sprint PCS to comply with its FCC license requirements with respect to the
Licenses. If Sprint PCS purchases the Operating Assets subject to this
paragraph, Sprint PCS will allow Manager to resell Sprint PCS Products and
Services within the Service Area at MFN prices and Manager's subscribers to roam
at MFN prices, and (b) the following phrase will be added to the last sentence
of Section 11.4(d) when applied under these circumstances: ", provided, however,
the Manager's advertising through mass media or bulk mailings will not be
considered a solicitation of Sprint PCS customers.
11. REVISED BUILD-OUT PLAN. Exhibit 2.1 attached to this Addendum
supersedes and replaces in its entirety the Build-out Plan previously agreed to
by Manager and Sprint PCS.
12. FINANCING. The word "and" is inserted between the words "thereto" and
"before" in the last sentence of Section 1.7.
13. 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."
14. NON-TERMINATION OF AGREEMENT. The following language is added at the
end of Section 11.5.3 and Section 11.6.4: "but such action does not terminate
this agreement."
15. ANNOUNCED TRANSACTIONS. Section 17.23 is deleted in its entirety.
16. ADDITIONAL TERMS AND PROVISIONS. The phrase "the Addendum also
describes" is deleted from the second sentence of Section 17.24, and the
following language is inserted at the end of
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that second sentence: "are described on Exhibit 17.24, and photocopies of any
such written agreements have been delivered to Sprint PCS".
17. FEDERAL CONTRACTOR COMPLIANCE. A new Section 17.26, the text of which
is attached as Exhibit A, is added and incorporated by this reference.
18. 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.
19. POST-TERMINATION NON-COMPETE. The following language is added as
Section 1.16 to the Exhibit 11.8:
Notwithstanding anything in the agreement to the contrary, if the agreement
terminates because of Manager's purchase of the Disaggregated License,
Sprint PCS will not, for three years after the date of the termination
compile, create or use for the purpose of selling merchandise or services,
or sell, transfer or otherwise convey to a third party, a list of
customers, who have been transferred to Manager under Section 11.4(d), who
purchased, leased or used any Sprint PCS Products and Services. Sprint PCS
may use such a list for its own internal analysis of its business practices
and operations and Sprint PCS agrees not to solicit such customers directly
for 2 years after the termination of this agreement, except that Sprint
PCS' advertising through mass media or bulk mailings will not be considered
a solicitation of Manager's customers.
20. ADVERTISING INDEMNITY. The following Section 6.5 is added to the
agreement:
"SECTION 6.5 ADVERTISING INDEMNITY. Should Manager utilize the
promotion or advertising materials developed by Sprint PCS (a) unchanged
from their original form as received from Sprint PCS or its advertising
agency(ies), and (b) only utilizes such materials within the time frame
that such materials are being used by Sprint PCS, then Sprint PCS agrees to
indemnify, defend and hold harmless Manager, its directors, managers,
officers, employees, agents and representatives from and against any and
all claims, demands, causes of action, losses, actions, damages, liability
and expense, including costs and reasonable attorneys' fees, against
Manager, its directors, managers, officers, employees, agents and
representatives arising from or relating to the promotion or advertising
materials, except where and to the extent the claim, demand, cause of
action, loss, action, damage, liability and/or expense results solely from
the negligence or willful misconduct of Manager. If Sprint PCS is
obligated to indemnify Manager under this Section 6.5, then Manager agrees
that Sprint PCS shall have sole control over any litigation or settlement."
21. AMENDMENTS TO PROGRAM REQUIREMENTS. Section 9.2 is modified by
replacing the period after subsection (e) with "; and ", and by adding the
following sentence as a new subsection (f): "(f) Prior to Sprint PCS
unilaterally amending the Inter Service Fee, Sprint PCS will consult and discuss
with Manager any changes in the Inter Service Area Program Requirements, prior
to amending the Inter Service Area Program Requirements."
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22. CONVERSION TO TYPE II AFFILIATE. Manager will complete the conversion
of the Service Area Network from "Type III" (i.e., where Manager designates
Option #3 on Exhibit 2.1.2 to the Services Agreement) to "Type II" (i.e., where
Manager designates Option #2 on Exhibit 2.1.2 to the Services Agreement) no
later than June 30, 2001. Sprint PCS will use good faith efforts to assist
Manager with its conversion, which assistance will include meeting deadlines
critical to completing conversion by June 30, 2001. If Manager is unable to meet
the June 30, 2001 conversion date because of non-performance by Sprint PCS,
Sprint PCS will extend the conversion date.
If it is determined, after commercially reasonable efforts by Sprint PCS
and Manager, that the post-pay subscribers supported on Manager's systems can
only be converted to Type II services by June 30, 2001 by changing their phone
numbers (the NPA-NXX-XXXXs assigned to subscribers in the Manager's Service
Area), Sprint PCS will allow Manager to continue to support such subscribers on
Manager's systems after conversion, but the parties agree that they will
continue to use commercially reasonable efforts to convert all post-pay
customers to Type II services as soon as possible. In no event will Sprint PCS
require Manager to terminate the service of such post-pay subscribers.
Sprint PCS will pay for the actual costs it incurs to input Manager's
customer information into plans then supported by Sprint PCS' billing and other
systems. Manager will pay for the actual costs it incurs to migrate customer
information from its billing system to Sprint PCS' billing system. Manager is
responsible for establishing and maintaining a Type II Affiliation in a manner
consistent with the way Other Managers establish and maintain Type II
Affiliations in the Sprint PCS Affiliations Program.
Furthermore, Sprint PCS Products and Services offered by the Manager that
are not supported by Sprint PCS billing and other systems will not be added into
Sprint PCS' billing or other systems without Sprint PCS' approval, at its sole
discretion. If Sprint PCS approves the addition of a Sprint PCS product or
service offered by the Manager that is not supported by Sprint PCS billing and
other systems at the point in time when the Manager requests addition of such
product and service, Manager will pay all costs associated with the development
and implementation of the modifications to Sprint PCS' billing and other systems
that are required to add such plan, product or service.
23. BILLING SERVICE FEE. From the date Manager's conversion to a Type II
is complete until the earlier to occur of (i) December 31, 2002 or (ii) the date
on which Sprint PCS no longer uses the billing platform currently in use by it,
Sprint PCS will charge Manager for billing pre-pay customers the lesser of (x)
the same service fee it charges Manager for post-pay customers or (y) the fees
charged to Other Managers for prepaid billing services based on standard
services provided to such Other Managers under the Services Agreement.
24. INTER AREA SERVICE FEE. Inter area service fees will apply in
accordance with the Management Agreement, except that, the current inter area
service fee of "CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION" cents will not decrease for transactions
between Sprint PCS and Manager (e.g., does not apply to transactions between
Manager and Other Managers) until December 31, 2002.
25. CHATPAK. (a) Upon the later to occur of (i) completion of Manager's
Type II conversion or (ii) Sprint PCS offers a prepaid product (the "PREPAID
CHANGE DATE"), Manager will cease to promote and sell all prepaid products and
services that utilize Manager's billing platform, but Manager will continue to
support such prepaid products and services for customers who are on its
Manager's prepaid platform as of the Prepaid Change Date and were acquired on or
before the Prepaid Change Date.
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(b) The terms and provisions in this paragraph 25 govern any conflicting
terms and provisions in paragraph 22.
26. RESOLUTION OF COMPLIANCE ISSUES. Manager will resolve all material
compliance issues by the respective deadlines set forth on Exhibit B to this
Addendum.
27. MANAGER ACQUISITIONS. If Manager acquires control of an Other Manager
with a Type III system configuration or its Operating Assets, Manager will work
with Sprint PCS to convert such acquired system to a Type II configuration
within 6 months of the close of the transaction subject to Sprint PCS'
cooperation and assistance.
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum V to be
executed as of the day first above written.
LOUISIANA UNWIRED, LLC
By:
---------------------------------
Name:
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Title:
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SPRINTCOM, INC.
By:
----------------------------------
Thomas E. Mateer,
Vice President - Affiliations
SPRINT SPECTRUM L.P.
By:
----------------------------------
Thomas E. Mateer,
Vice President - Affiliations
WIRELESSCO, L.P.
By:
----------------------------------
Thomas E. Mateer,
Vice President - Affiliations
SPRINT COMMUNICATIONS COMPANY L.P.
By:
-----------------------------------
Name:
------------------------------
Title:
-----------------------------
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EXHIBIT A
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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.
(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
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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.
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Attachment I
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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 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).
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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 Mr. Ron Gier, Sprint PCS,
4900 Main Street, Kansas City, Missouri 64112.
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 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.
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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:
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Company Name
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Address
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City State Zip
By
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Name:
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Title:
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