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                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                          )                           
                                                      
                          )   File No. EB-09-SE-196   
     In the Matter of                                 
                          )   Acct. No. 201132100032  
     Smith Bagley, Inc.                               
                          )   FRN No. 0002154706      
                                                      
                          )                           


                                     ORDER

   Adopted: July 6, 2011 Released: July 7, 2011

   By the Chief, Enforcement Bureau:

   1. In this Order, we adopt the attached Consent Decree entered into
   between the Enforcement Bureau ("Bureau") of the Federal Communications
   Commission and Smith Bagley, Inc. ("SBI"). The Consent Decree terminates
   an investigation initiated by the Bureau regarding SBI's compliance with
   section 4.9(e) of the Commission's rules ("Rules")  pertaining to the
   reporting of certain network outages.

   2. The Bureau and Smith Bagley have negotiated the terms of the Consent
   Decree that would resolve this matter. A copy of the Consent Decree is
   attached hereto and incorporated herein by reference.

   3. After reviewing the terms of the Consent Decree and evaluating the
   facts before us, we find that the public interest would be served by
   adopting the Consent Decree and terminating the investigation.

   4. In the absence of material new evidence relating to this matter, we
   conclude that our investigation raises no substantial or material
   questions of fact as to whether Smith Bagley possesses the basic
   qualifications, including those related to character, to hold or obtain
   any Commission license or authorization.

   5. Accordingly, IT IS ORDERED that, pursuant to section 4(i) of the Act,
   and sections 0.111 and 0.311 of the Rules, the Consent Decree attached to
   this Order IS ADOPTED.

   6. IT IS FURTHER ORDERED that the above-captioned investigation IS
   TERMINATED.

   7. IT IS FURTHER ORDERED that a copy of this Order and Consent Decree
   shall be sent by first class mail and certified mail, return receipt
   requested, to counsel for Smith Bagley, Inc., Todd Slamowitz, Esq., Lukas,
   Nace, Gutierrez & Sachs, LLP, 1650 Tysons Blvd., Suite 1500, McLean, VA
   22102, and to Justin E. Hinkle, Chief Operating Officer, Smith Bagley,
   Inc., 500 South White Mountain Road, Suite 103, Show Low, AZ 85901.

   FEDERAL COMMUNICATIONS COMMISSION

   P. Michele Ellison

   Chief, Enforcement Bureau

                                   Before the

                       Federal Communications Commission

                             Washington, D.C. 20554


                          )                           
                                                      
                          )   File No. EB-09-SE-196   
     In the Matter of                                 
                          )   Acct. No. 201132100032  
     Smith Bagley, Inc.                               
                          )   FRN No. 0002154706      
                                                      
                          )                           


                                 CONSENT DECREE

   The Enforcement Bureau of the Federal Communications Commission and Smith
   Bagley, Inc., by their authorized representatives, hereby enter into this
   Consent Decree for the purpose of terminating the Bureau's investigation
   into whether Smith Bagley, Inc. violated section 4.9(e) of the
   Commission's Rules.

   I. DEFINITIONS

   1. For the purposes of this Consent Decree, the following definitions
   shall apply:

   (a) "Act" means the Communications Act of 1934, as amended, 47 U.S.C. S:
   151 et seq.

    b. "Adopting Order" means an order of the Bureau adopting the terms of
       this Consent Decree without change, addition, deletion, or
       modification.

    c. "Bureau" means the Enforcement Bureau of the Federal Communications
       Commission.

    d. "Commission" and "FCC" mean the Federal Communications Commission and
       all of its bureaus and offices.

   (e) "Compliance Plan" means the compliance obligations and compliance
   program described in this Consent Decree at Paragraph 8.

   (f) "Effective Date" means the date on which the Bureau releases the
   Adopting Order.

   (g) "Investigation" means the investigation commenced by the Bureau's
   February 17, 2010 Letter of Inquiry regarding whether SBI violated section
   4.9(e) of the Rules.

   (h) "Parties" means SBI and the Bureau, each of which is a "Party."

   (i) "Rules" means the Commission's regulations found in Title 47 of the
   Code of Federal Regulations.

   (j) "SBI" means Smith Bagley, Inc., and its subsidiaries as well as its
   predecessors-in-interest and its successors-in-interest.

   II. BACKGROUND

   2. Under section 4.9(e) of the Rules, a wireless communications provider,
   such as SBI, is required to submit to the Commission an electronic
   Notification within 120 minutes after discovering that it has experienced,
   on any facilities that it owns, operates, leases or otherwise utilizes, a
   network outage of a Mobile Switching Center of at least 30 minutes
   duration that: (1) potentially affects at least 900,000 user minutes of
   either telephony or paging service; (2) affects at least 1,350 DS3
   minutes; (3) potentially affects any special offices and facilities, as
   defined in sections 4.5(a) through 4.5(d) of the Rules, other than
   airports through direct service facility agreements; or (4) potentially
   affects a 911 special facility, as defined in section 4.5(e) of the Rules.
   The provider also is required to submit electronically an Initial
   Communications Outage Report within 72 hours after discovering such an
   outage and a Final Communications Outage Report within 30 days after
   discovering such an outage.

   3. On February 17, 2010, the Bureau issued a Letter of Inquiry ("LOI") to
   SBI.  The LOI directed SBI to submit a sworn written response to a series
   of questions relating to SBI's compliance with the Commission's network
   outage reporting rules. SBI responded to the LOI on March 19, 2010. The
   Bureau and SBI executed a Tolling Agreement on June 2, 2010, and Tolling
   Agreement Extensions on October 4, 2010, and December 22, 2010.  These
   agreements, among other things, permitted the Parties to continue
   discussion of the law and facts relating to the matter under review in
   this Investigation.

   III. TERMS OF AGREEMENT

    4. Adopting Order. The Parties agree that the provisions of this Consent
       Decree shall be subject to final approval by the Bureau by
       incorporation of such provisions by reference in the Adopting Order
       without change, addition, modification, or deletion.

    5. Jurisdiction. SBI agrees that the Bureau has jurisdiction over it and
       the matters contained in this Consent Decree and has the authority to
       enter into and adopt this Consent Decree.

    6. Effective Date; Violations.   The Parties agree that this Consent
       Decree shall become effective on the Effective Date as defined herein.
       Upon release, the Adopting Order and this Consent Decree shall have
       the same force and effect as any other order of the Commission. Any
       violation of the Adopting Order or of the terms of this Consent Decree
       shall constitute a separate violation of a Commission order, entitling
       the Commission to exercise any rights and remedies attendant to the
       enforcement of a Commission order.

    7. Termination of Investigation. In express reliance on the covenants and
       representations in this Consent Decree and to avoid further
       expenditure of public resources, the Bureau agrees to terminate its
       Investigation. In consideration for the termination of said
       Investigation, SBI agrees to the terms, conditions, and procedures
       contained herein. The Bureau further agrees that in the absence of new
       material evidence, the Bureau will not use the facts developed in the
       Investigation through the Effective Date, or the existence of this
       Consent Decree, to institute, on its own motion, any new proceeding,
       formal or informal, or take any action on its own motion against SBI
       concerning the matters that were the subject of the Investigation. The
       Bureau also agrees that it will not, in the absence of new material
       evidence, use the facts developed in the Investigation through the
       Effective Date, or the existence of this Consent Decree, to institute
       on its own motion any proceeding, formal or informal, or take any
       action on its own motion against SBI with respect to SBI's basic
       qualifications, including its character qualifications, to be a
       Commission licensee.

    8. Compliance Plan. For purposes of settling the matters set forth
       herein, SBI agrees to implement, within thirty (30) days of the
       Effective Date, a Compliance Plan designed to facilitate SBI's future
       compliance with the Act, the Rules, and the Commission's orders
       relating to the Commission's network outage reporting requirements.
       The Compliance Plan will include, at a minimum, the following
       components:

    a. Compliance Officer.  SBI shall designate a senior corporate manager to
       serve as the Compliance Officer for FCC network outage reporting, who
       will be responsible for implementing and administering SBI's
       Compliance Plan.

    b. Compliance Training Program. SBI shall establish and maintain an FCC
       network outage reporting training program ("Compliance Training
       Program"), as detailed below, for all employees of SBI whose
       responsibilities include gathering and/or analyzing technical
       information regarding SBI's network outages for purposes of compiling
       and/or submitting SBI's outage reports to the Commission's Network
       Outage Reporting System ("NORS"); entering that information into any
       SBI database(s) and/or record(s) that is used by SBI to prepare and
       file its NORS reports; or preparing or submitting SBI's NORS reports
       (each employee of SBI who performs any of the foregoing duties shall
       be referred to herein as a "Covered Employee").

   i. SBI's Compliance Training Program shall address, at a minimum, the
   following subjects in order to facilitate compliance with the FCC's
   network outage reporting Rules: (A) the Rules governing the reporting of
   network outages; (B) the information and calculations required by the
   Rules to determine whether a network outage is reportable under the Rules;
   (C) the time periods within which NORS reports must be submitted to the
   FCC; and (D) the standard internal operating procedures adopted by SBI to
   identify and report those network outages in accordance with the FCC's
   reporting criteria ("Operating Procedures"). Covered Employees also shall
   be advised of the regulatory consequences in the event that SBI fails to
   comply with the FCC's outage reporting requirements.

   ii. Employees of SBI who are Covered Employees as of the Effective Date
   shall complete the Compliance Training Program within sixty (60) days of
   the Effective Date. New or re-assigned employees of SBI who become Covered
   Employees at any time after the Effective Date shall complete the
   Compliance Training Program within thirty (30) days of the date of their
   employment or re-assignment.

   iii. SBI shall repeat such training annually, and shall take such steps as
   are reasonable, necessary and appropriate to update and enhance the
   Compliance Training Program to ensure that it is accurate and complete.

    c. Outage Reporting. Beginning sixty (60) days after the Effective Date
       and thereafter, SBI shall include in any NORS report filed with the
       Commission the date and time that SBI discovered the outage was
       reportable using the following two separate fields: (1) Date Outage
       Determined Reportable and (2) Local Time Outage Determined Reportable
       (24 hr clock (nnnn)).

    d. Reporting Non-Compliance. SBI shall report any non-compliance with
       section 4.9(e) of the Rules to the Bureau within fifteen (15) calendar
       days after the discovery of such non-compliance. Such reports shall
       include a detailed explanation of (i) each instance of non-compliance;
       (ii) the steps that SBI has taken or will take to remedy such
       non-compliance, including the schedule on which proposed remedial
       actions will be taken; and (iii) the steps that SBI has taken or will
       take to prevent the recurrence of any such non-compliance, including
       the schedule on which such preventive action will be taken. All such
       reports of non-compliance shall be submitted to Chief, Spectrum
       Enforcement Division, Enforcement Bureau, Federal Communications
       Commission, 445 12th Street, S.W., Washington, D.C. 20554, with a copy
       submitted electronically to JoAnn Lucanik at JoAnn.Lucanik@fcc.gov,
       and Nissa Laughner at Nissa.Laughner@fcc.gov.

    e. Compliance Reports. SBI shall file compliance reports with the Bureau
       ninety (90) days after the Effective Date, twelve (12) months after
       the Effective Date and twenty-four (24) months after the Effective
       Date.

   i. Each Compliance Report shall include a certification by the Compliance
   Officer, as an agent of and on behalf of SBI, stating that the Compliance
   Officer has personal knowledge that SBI (A) has established and
   implemented the Compliance Plan; (B) has utilized the Operating Procedures
   since the implementation of the Compliance Plan; and (C) is not aware of
   any instances of non-compliance with the terms and conditions of this
   Consent Decree.

   ii. The certification shall be accompanied by a statement explaining the
   basis for the Compliance Officer's certification and must comply with
   section 1.16 of the Rules and be subscribed to as true under penalty of
   perjury in substantially the form set forth therein.

   iii. If the Compliance Officer cannot provide the requisite certification,
   the Compliance Officer, as an agent of and on behalf of SBI, shall provide
   the Commission with a detailed explanation of (A) each instance of
   non-compliance; (B) the steps that SBI has taken or will take to remedy
   such non-compliance, including the schedule on which proposed remedial
   actions will be taken; and (C) the steps that SBI has taken or will take
   to prevent the recurrence of any such non-compliance, including the
   schedule on which such preventive action will be taken.

   iv. All Compliance Reports shall be submitted to Chief, Spectrum
   Enforcement Division, Enforcement Bureau, Federal Communications
   Commission, 445 12th Street, S.W., Washington, D.C. 20554, with a copy
   submitted electronically to JoAnn Lucanik at JoAnn.Lucanik@fcc.gov, and
   Nissa Laughner at Nissa.Laughner@fcc.gov.

    f. Termination Date. Unless stated otherwise, the terms of the Compliance
       Plan will expire twenty-four (24) months after the Effective Date.

    9. Section 208 Complaints; Subsequent Investigations.   Nothing in this
       Consent Decree shall prevent the Commission or its delegated authority
       from adjudicating complaints filed pursuant to section 208 of the Act
       against SBI or its affiliates for alleged violations of the Act, or
       for any other type of alleged misconduct, regardless of when such
       misconduct took place. The Commission's adjudication of any such
       complaint will be based solely on the record developed in that
       proceeding. Except as expressly provided in this Consent Decree, this
       Consent Decree shall not prevent the Commission from investigating new
       evidence of noncompliance by SBI with the Act, the Rules, or
       Commission orders.

   10. Voluntary Contribution. SBI agrees to make a voluntary contribution to
       the United States Treasury, in the amount of fifty-two thousand
       dollars ($52,000). The contribution will be made within thirty (30)
       calendar days after the Effective Date. The payment must be made by
       check or similar instrument, payable to the order of the Federal
       Communications Commission. The payment must include the Account Number
       and FRN referenced in the caption to the Adopting Order. Payment by
       check or money order may be mailed to the Federal Communications
       Commission, P.O. Box 979088, St. Louis, MO 63197-9000. Payment by
       overnight mail may be sent to U.S. Bank - Government Lockbox #979088,
       SL-MO-C2-GL, 1005 Convention Plaza, St. Louis, MO 63101. Payment by
       wire transfer may be made to ABA Number 021030004, receiving bank
       TREAS/NYC, and account number 27000001. For payment by credit card, an
       FCC Form 159 (Remittance Advice) must be submitted. When completing
       the FCC Form 159, enter the Account number in block number 23A (call
       sign/other ID), and enter the letters "FORF" in block number 24A
       (payment type code). SBI will also send electronic notification of the
       payment to JoAnn.Lucanik@fcc.gov and Nissa.Laughner@fcc.gov on the
       date said payment is made.

   11. Waivers.   SBI waives any and all rights it may have to seek
       administrative or judicial reconsideration, review, appeal or stay, or
       to otherwise challenge or contest the validity of this Consent Decree
       and the Adopting Order, provided the Bureau issues an Adopting Order
       adopting the Consent Decree without change, addition, modification, or
       deletion. SBI shall retain the right to challenge Commission
       interpretation of the Consent Decree or any terms contained herein. If
       either Party (or the United States on behalf of the Commission) brings
       a judicial action to enforce the terms of the Adopting Order, neither
       SBI nor the Commission shall contest the validity of the Consent
       Decree or the Adopting Order, and SBI shall waive any statutory right
       to a trial de novo. SBI hereby agrees to waive any claims it may
       otherwise have under the Equal Access to Justice Act, 5 U.S.C. S: 504
       and 47 C.F.R. S: 1.1501 et seq., relating to the matters addressed in
       this Consent Decree.

   12. Invalidity.  In the event that this Consent Decree in its entirety is
       rendered invalid by any court of competent jurisdiction, it shall
       become null and void and may not be used in any manner in any legal
       proceeding.

   13. Subsequent Rule or Order. The Parties agree that if any provision of
       the Consent Decree conflicts with any subsequent Rule or order adopted
       by the Commission (except an order specifically intended to revise the
       terms of this Consent Decree to which SBI does not expressly consent),
       that provision will be superseded by such Rule or order.

   14. Successors and Assigns. SBI agrees that the provisions of this Consent
       Decree shall be binding on its successors, assigns, and transferees,
       and the Commission agrees that the provisions of this Consent Decree
       shall inure to the benefit of such successors, assigns and
       transferees.

   15. Final Settlement. The Parties agree and acknowledge that this Consent
       Decree shall constitute a final settlement between the Parties. The
       Parties further agree that this Consent Decree does not constitute
       either an adjudication on the merits or a factual or legal finding or
       determination regarding any compliance or noncompliance with the
       requirements of the Act or the Commission's Rules and orders. The
       Parties agree that this Consent Decree is for settlement purposes only
       and that by agreeing to this Consent Decree, SBI does not admit
       noncompliance, violation or liability for violating the Act or the
       Rules in connection with the matters that are the subject of this
       Consent Decree.

   16. Modifications. This Consent Decree cannot be modified without the
       advance written consent of both Parties.

   17. Paragraph Headings. The headings of the Paragraphs in this Consent
       Decree are inserted for convenience only and are not intended to
       affect the meaning or interpretation of this Consent Decree.

   18. Authorized  Representatives. Each Party represents and warrants to the
       other that it has full power and authority to enter into this Consent
       Decree.

   19. Counterparts. This Consent Decree may be signed in any number of
       counterparts (including by facsimile), each of which, when executed
       and delivered, shall be an original, and all of which counterparts
       together shall constitute one and the same fully executed instrument.

   ____________________________

   P. Michele Ellison

   Chief, Enforcement Bureau

   ____________________________

   Date

   ____________________________

   Justin E. Hinkle

   Chief Operating Officer

   Smith Bagley, Inc.

   ____________________________

   Date

   47 C.F.R. S: 4.9(e).

   47 U.S.C. S: 154(i).

   47 C.F.R. S:S: 0.111, 0.311.

   47 C.F.R. S: 4.9(e).

   See Letter from Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, to Richard Watkins,
   Chief Operating Officer, Smith Bagley, Inc. (February 17, 2010).

   47 C.F.R. S: 4.5(a) - 4.5(d).

   47 C.F.R. S: 4.5(e).

   See supra note 2.

   See Letter from David A. LaFuria, Esq. and Todd Slamowitz, Esq., Counsel
   for Smith Bagley, Inc., Lukas, Nace, Gutierrez & Sachs, LLP, to Nissa
   Laughner, Spectrum Enforcement Division, Enforcement Bureau, Federal
   Communications Commission (March 19, 2010).

   See Tolling Agreement, File No. EB-09-SE-196, executed by and between
   Kathryn S. Berthot, Chief, Spectrum Enforcement Division, Enforcement
   Bureau, Federal Communications Commission, and C. Barry Thomas, Chief
   Operating Officer, Smith Bagley, Inc. (June 2, 2010).

   See Tolling Agreement Extension, File No. EB-09-SE-196, executed by and
   between Kathryn S. Berthot, Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, and C. Barry
   Thomas, Chief Operating Officer, Smith Bagley, Inc. (October 4, 2010).

   See Tolling Agreement Extension, File No. EB-09-SE-196, executed by and
   between Ricardo M. Durham, Acting Chief, Spectrum Enforcement Division,
   Enforcement Bureau, Federal Communications Commission, and C. Barry
   Thomas, Chief Operating Officer, Smith Bagley, Inc. (December 22, 2010).

   (Continued from previous page)

   (continued....)

   Federal Communications Commission DA 11-1052

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   Federal Communications Commission DA 11-1052