HomeMy WebLinkAboutAgreement And Consent To Assignment
Augusta Richmond GA
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YEAR: ~aD\
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FILE NUMBER: \ 55~
NUMBER OF PAGES: "2-
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AGREEMENT AND
CONSENT TO ASSIGNMENT
THIS AGREEMENT AND CONSENT TO ASSIGNMENT is entered into by and
between Augusta, Georgia, a political subdivision of the State of Georgia ("Augusta"), and
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SCANA Communications, Inc. ("SCI").
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. Pursuant to Section 11.2 of that certain agreement between Augusta and SCI,
namely, the System Management Agreement, dated January 6, 1998 ("Agreement"), Augusta
hereby consents to SCI's assignment to Motorola, Inc. ("Motorola") of all of SCI's rights,
interests and obligations under the Agreement, as amended by paragraph 2 herein,
2. Pursuant to Section 12.9 of the Agreement, Augusta hereby consents that, upon
assignment of the Agreement to Motorola, the Agreement shall be amended as follows:
a. Section 2.6 of the Agreement is amended by adding the following sentence at the
end of section 2.6: "The costs of enhancements shall be shared as provided in the 800 MHz
Trunking Agreement, dated November 15, 1995, by and between the Office ofInformation
Resource Management of the State of South Carolina Budget and Control Board and SCI, as
currently or hereafter amended (the "State Contract")."
b, Section 5 of the Agreement is amended to replace the first two sentences of
section 5 with the following sentence: "Motorola shall be entitled to a fee for management of the
System as provided in the State Contract, as currently or hereafter amended."
3. The parties hereto acknowledge and agree that, once the assignment from SCI to
Motorola has been made, Augusta will look solely to Motorola for performance of any of the
terms, conditions, and obligations of the Agreement, as amended, and likewise will be obligated
pursuant to the terms of the Agreement, as amended, to Motorola, and not to SCI, as manager.
The parties further acknowledge and agree that, once the assignment of the Agreement from SCI
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to Motorola has been made, SCI's rights, interests, and obligations under the Agreement, as
amended, thereafter shall be extinguished.
4. Augusta and SCI agree that this Agreement and Consent to Assignment is being
executed in advance of the closing of a contemplated transaction between Motorola and SCI.
Consequently, this agreement is being executed and delivered to SCI for delivery at the closing
of the contemplated transaction. Upon delivery of this agreement by SCI at the closing of the
contemplated transaction, it will become effective. If the closing is not consummated on April 1,
2002, Of by the expiration date of any extensions of said closing, then this agreement will
automatically terminate. SCI shall give Augusta immediate written notice of the consummation
of the closing or, if the contemplated tfansaction fails to close, SCI shall give written notice of
such failure to close to Augusta as well.
AUGUSTA, GEORGIA
SCANA COMMUNICA nONS, INe.
Witness:
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Witness: C S!v-.: l[~ )h~
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APPROVED
AS TO
lEGALITY
AND FOHM
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