HomeMy WebLinkAboutGIBSON TECHNICAL SERVICES WIRELESS INTERNET SERVICE PROVIDER (WISP) AGREEMENT
City of Augusta, Georgia
Wireless Internet Service Provider (WISP)
Agreement
This WISP Agreement ("Agreement") is made and entered into as of 1.1//1 , 2008 (the
"Effective Date") by and between Gibson Technical Services., a NAM~TE corporation,
dba NAME OF ISP ("Gibson Technical Services") and the City of Augusta, Georgia, a
municipality of the State of Georgia ("Augusta").Gibson Technical Services and Augusta are
individually and collectively referred to herein respectively as "Party" or "Parties."
RECITALS
WHEREAS, Augusta was awarded a grant by the State of Georgia to build a wireless network
within the boundaries of the City;
WHEREAS, Gibson Technical Services desires to offer wireless internet access services to
subscribers and other retail service providers;
WHEREAS, Augusta owns or otherwise has rights to resell access to a wireless broadband
network in the City of Augusta;
WHEREAS, Gibson Technical Services would like to purchase WISP access pursuant to the terms
and conditions of this Agreement for the purpose of reselling retail and wholesale access to
Augusta subscribers and other retail service providers; and
WHEREAS, Augusta and Gibson Technical Services desire to cooperate to allow Augusta
subscribers to access and use the Network pursuant to the terms and conditions set forth in this
Agreement.
Now, therefore, in consideration of the mutual covenants hereinafter set forth, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby
covenant and agree as follows:
1. DEFINITIONS.
As used in this Agreement, and in addition to any other terms defmed in this Agreement, the terms
set forth in Exhibit A shall have the meanings set forth therein.
2. PRODUCTS.
(a) Products. During the Term and subject to the terms and conditions of this Agreement, Gibson
Technical Services shall be permitted access to the Network by Augusta and shall be responsible
for the marketing and sale of retail and wholesale access to such Network for the WISP Products
set forth on Exhibit B as such offerings are updated from time to time by Gibson Technical
Services in Augusta. Gibson Technical Services may market, promote and sell retail and
wholesale access to the Network directly or through its standard distribution channels for
other subscription products. Gibson Technical Services will notify Augusta if Gibson Technical
Services changes the WISP Products available for purchase in Augusta. Before any new or
modified products or fees may be imposed on subscribers, Gibson Technical Services must notify
Augusta in writing at least 10 business days in advance of the proposed changes. The City
reserves the right to prohibit any product or service offering that conflicts with the stated public
purpose of the Network, which is to promote economic development, enhance educational
opportunities and improve government efficiencies and productivity. Exhibit B shall be amended
to reflect the WISP Products as they are made available by Gibson Technical Services for the
Network from time to time.
3. OBLIGATIONS OF THE PARTIES.
3.1 General. Gibson Technical Services will be responsible for the following services:
. POP (Point of Presence) connectivity
. 24x7 Access Control Monitoring
. Customer acquisition services including marketing
. Bandwidth provisioning for public Internet traffic
. Customer provisioning
. 7/24/365 Customer Care including Tier 1, Tier 2 and Tier 3 support (Exhibit G)
. The maintenance necessary for all network equipment.
. Security
. Firmware/software upgrades of Gibson Technical Services provided equipment
. Billing
. Training for the general public and City employees
. System testing with the City's network engineers
. Other services as described in the Proposal for ISP Services from Gibson Technical
Services
3.2 Network Operation. Gibson Technical Services will operate the network in accordance
with the Open Service Provider Network (OSPN) model which is defmed as:
. Fair and Equal Access: The network will be open to multiple Service Providers (SPs)
and Content Providers (CPs) on a fair and equal basis to deliver services and content to
end users (subscribers) on a retail basis.
. Wholesale Access: SPs and CPs may acquire wholesale bandwidth or peering access to
the network to support innovative content or applications.
. No Blocking: The network will not exclude access to any Internet content or block
any network ports, except when required to deal with network security incidents.
. Customer Support: SPs and CPs will be responsible for providing Tier 1, 2 and 3
customer service and technical support, subscriber billing and other similar services for
their own customers. SPs and CPs may contract with the Gibson Technical Services or
other third party for these services.
3.3 Serviceability.
Augusta will maintain information regarding service coverage areas and coverage levels for the
Network subject to this Agreement ("Serviceability Information") in an electronic format
determined by Augusta.
(a) From time to time, Augusta will provide a method for Gibson Technical Services
to access the Serviceability Information, which may include a Web portal or an electronic
application program interface ("API") as determined by Augusta. If Augusta provides
Serviceability Information pursuant to a database or other program, Augusta will provide
technical guidelines to Gibson Technical Services for the API to access the Augusta
designated serviceability database for the Augusta Wireless Network. If Gibson Technical
Services seeks the Serviceability Information from such Augusta, database made available by
Augusta, Augusta will implement and maintain the necessary processes to access such
Serviceability Information as required.
(b) As Gibson Technical Services expands the Network, Gibson Technical Services shall
provide services and product offerings to the expanded service coverage area within thirty
(30) days of the completion of the Network expansion.
3.4 Network Management. Gibson Technical Services will manage, operate and maintain the
Network. Gibson Technical Services will authenticate any Gibson Technical Services Subscriber
access and promptly report to Augusta any serviceability.
(a) Network Monitoring. Gibson Technical Services will be responsible for the monitoring
of the Network and will provide Augusta" with information related to outages or service
problems. Gibson Technical Services' Network Operations Center ("NOC")
representatives are authorized to access outage and service problem information
("Network Service Information"). Gibson Technical Services is not permitted to allow
any other Gibson Technical Services representatives or Gibson Technical Services
Subscribers to access the Network Service Information System without the express
written permission of Augusta.
(b) Unauthorized Access. Gibson Technical Services will implement procedures to
prevent unauthorized access, network abuse and fraud and will report all unauthorized
access or use of the Network of which Gibson Technical Services is aware or any abusive
Gibson Technical Services Subscriber access information to Augusta promptly.
3.5 Authentication of Gibson Technical Services Subscribers.
Gibson Technical Services is responsible for the implementation of its own RADIUS system and
authenticating each Gibson Technical Services Subscriber before the Gibson Technical Services
Subscriber is allowed access to the Network. Gibson Technical Services will allow Augusta to
access and hereby grants Augusta the right and license to access the Gibson Technical Services
RADIUS database by queries as part of the routine use of the Network by Subscribers (or such
other Gibson Technical Services Subscriber database mutually agreed upon in writing by the
Parties from time to time). Gibson Technical Services is responsible for updating and maintaining
current and accurate Gibson Technical Services Subscriber information in the applicable Gibson
Technical Services system. Augusta may rely upon any information in the Gibson Technical
Services Subscriber database query responses. Gibson Technical Services will be responsible to
pay all fees associated with Gibson Technical Services Subscriber usage ofthe Network for any
Gibson Technical Services Subscriber authenticated through Gibson Technical Services to access
the Network. Gibson Technical Services will register the domain pursuant to Augusta's standard
policy for WISP providers. Augusta will notify Gibson Technical Services in writing of any
changes in requirements to the login name format. Augusta may request a record of every login
name that Gibson Technical Services authenticates and authorizes to access and use the Network,
including time and duration of access.
3.6 Performance Requirements.
Gibson Technical Services and its contractor or subcontractor will ensure that the Network meets
the following performance requirements at respective customer sites within the Service Coverage
Area. These performance requirements will be verified during the prequalification process by
Gibson Technical Services.
No less than:
. -87 dBm to a CPE, 200mw, 9dBi Onmi Antenna within an exterior room
. 3.1 Mbps throughput from the gateway to the last node
No more than:
. 3% packet loss from gateway to the last node
3.7 Contact Person.
Each Party will assign a contact person to coordinate the Parties' respective activities
contemplated by this Agreement. If a Party changes the person assigned as the contact person, such
Party shall notify the other Party in writing of the name and contact information of such new
contact person. Contact persons will be accessible during the applicable Party's standard business
hours Monday through Friday. Emergency support or Network service issues occurring outside
the standard business hours of each Party will be resolved between the NOCs of each Party.
3.8 Customer Premises Equipment ("CPE").
To minimize service problems and ensure the highest quality connection, Augusta requires each
Gibson Technical Services Subscriber use Customer Premises Equipment (CPE) to access the
Network. Gibson Technical Services will support and offer only the Gibson Technical Services
approved CPE devices, including, without limitation, Gibson Technical Services Subscriber calls.
Augusta is not responsible for troubleshooting problems with any CPE. Gibson Technical
Services will be solely responsible for all such purchases and Augusta will not be a party to any
such transaction.
3.9 Customer Support.
Gibson Technical Services will provide Tier 1, 2 and Tier 3 customer service and technical
support for all Gibson Technical Services Subscribers, including without limitation all technical
support of all non-Augusta provided equipment, software and systems. Gibson Technical Services
will be solely responsible for any credits, refunds or charge backs related to the Gibson Technical
Services Subscribers and any such amounts will decrease the amounts Gibson Technical Services
owes or is obligated to pay Augusta.
3.10 Electronic Access to Billing Reports Information.
Gibson Technical Services will make available to Augusta a system that enables Augusta
administrators to access information in support of reconciliation efforts and other reports. Reports
in such system may not reflect adjustments stated on fmal invoices. Gibson Technical Services will
deliver such information in the manner preferred by Augusta.
3.11 Gibson Technical Services Systems and Integration.
Gibson Technical Services is solely responsible to obtain rights to all databases and computer
systems required by Gibson Technical Services to manage and maintain the relationship with
Gibson Technical Services Subscribers, to grant Augusta access to the Gibson Technical Services
Subscriber Databases for authentication purposes only and to integrate into designated Augusta
Systems. Augusta will provide Gibson Technical Services with technical specifications and other
guidelines to enable the Gibson Technical Services to integrate with the designated Augusta
Systems. Augusta reserves the right to enhance or change the Augusta Systems from time to time
that may impact Gibson Technical Services integration obligations. Unless mutually agreed upon
in writing by Augusta and Gibson Technical Services, Gibson Technical Services is solely
responsible to maintain and support appropriate levels of Gibson Technical Services integration
with the Augusta Systems.
The initial Gibson Technical Services Subscriber Database will be the RADIUS database. Gibson
Technical Services is responsible to enable Augusta's electronic access to the Gibson Technical
Services Subscriber Database with Augusta's system for use in the authentication. Gibson
Technical Services will provide updates to this Gibson Technical Services Subscriber data on a
daily basis or as otherwise mutually agreed upon, including additions and changes of login names,
product changes, and account terminations. Augusta will not be responsible for the failure to
authenticate any Gibson Technical Services Subscriber due to the inaccuracy or incompleteness of
the Gibson Technical Services Subscriber database.
3.12 Compliance with Laws.
Each Party will comply with all applicable federal, state and local laws and regulations in
performance of its obligations and exercise of its rights and benefits related to this Agreement;
specifically including the Fair Labor Standards Act and the Equal Employment Opportunity
Act. Gibson Technical Services agrees to include this same provision within its agreements with
any contractors or subcontractors.
3.13 Login Information.
All login tracking, terminating and authentication will be the responsibility of Gibson Technical
Services
4. MARKETING AND REGISTRATION OF SUBSCRIBERS.
4.1. Gibson Technical Services Subscriber Registration Generally.
Gibson Technical Services will use commercially reasonable efforts to create, market, and promote
Gibson Technical Services' products and services provided using the Network. Gibson Technical
Services will have the responsibility for the registration of Gibson Technical Services Subscribers.
Gibson Technical Services shall comply with the current Augusta Service Agreement and
Acceptable Use Policy governing access by Subscribers to the Network in which Gibson Technical
Services is authorized to access and use a Network ("Subscriber Agreements"). Gibson Technical
Services will pass along to Gibson Technical Services
Subscribers all applicable provisions from the applicable Subscriber Agreements and will enforce
such provisions against each Gibson Technical Services Subscriber. Augusta, in its sole
discretion, reserves the right to reject any potential Gibson Technical Services Subscriber not
legally bound to the terms of such Subscriber Agreement. Gibson Technical Services will enforce
such terms and conditions and the terms and conditions of the then current Subscriber Agreements
with each Gibson Technical Services Subscriber and will notify Augusta of any suspected or
known violation of the Subscriber Agreements. Augusta reserves the right to terminate access to
or use of the Network by any Gibson Technical Services Subscriber for violation of the applicable
Subscriber Agreement.
4.2. Gibson Technical Services Subscriber.
Personally identifying information of any Gibson Technical Services Subscriber obtained by
Gibson Technical Services and provided to Augusta will be deemed Gibson Technical Services
Confidential Information, provided Augusta may disclose any information regarding a Gibson
Technical Services Subscriber pursuant to any legal requirement or operation of law, provided
Augusta must, to the extent it is not prohibited from doing so by any law or regulation, first advise
Gibson Technical Services of its intent to disclose and give Gibson Technical Services a
reasonable opportunity to address such disclosure. Gibson Technical Services will only provide the
information for each Gibson Technical Services Subscriber that Augusta requires for
authentication and billing pursuant to this Agreement and Gibson Technical Services will not make
available any Gibson Technical Services Subscriber information not so required by Augusta.
4.3. Augusta Marketing Support.
Augusta will coordinate efforts with Gibson Technical Services to use commercially reasonable
efforts to create, market, and promote Network-provided products and services. Such efforts may
include such measures as door hangers, tax bill inserts, city publications, city web portals, etc. to
provide information to potential network subscribers. Gibson Technical Services will provide
marketing "copy" for Augusta to utilize in its efforts to promote the network. Augusta will be
responsible for costs associated with the promotion of the Network within Augusta's own
marketing publications and other public information vehicles.
4.4. Branding.
Gibson Technical Services shall brand all Gibson Technical Services offerings related to the
Network under a brand chosen by Gibson Technical Services. Gibson Technical Services will
determine and support its own sales and marketing efforts related to the Network. Gibson
Technical Services represents and warrants it has all rights necessary to use any of the brands or
Marks used by Gibson Technical Services. Gibson Technical Services shall be responsible for all
the marketing, promotion, offer or sale of the Gibson Technical Services' offerings using the
Network in Augusta and all related costs for its own marketing efforts.
4.5. Trademark License.
Each Party hereby grants to the other Party, subject to the terms of this Agreement, a limited, non-
exclusive, non-transferable, non-sub licensable license to use the Party's Marks for the purposes
contemplated by this Agreement. Gibson Technical Services requires that each use of its Marks
or the Marks of its licensors be in accordance with the identifiers listed in the attached Exhibit E
and as authorized by Gibson Technical Services from time to time. Augusta requires that each use
of its Marks be in accordance with the identifiers in the attached Exhibit F and as authorized by
Augusta in writing from time to time. Title to and ownership of the respective owner's Marks
shall remain with the owner.
The license granted by the Mark holder does not include any ownership interest in its Mark or
Intellectual Property Rights and does not include the right to modify or alter in any way such
Mark. The licensee of any Marks hereunder shall not take any action inconsistent with the
owner's ownership of the Marks and any benefits and goodwill accruing from use of such
Marks shall automatically vest in the owner. If a Mark holder reasonably believes that any of
its Marks are in jeopardy (in terms of reputation, validity or enforceability) due to use by the other
party, such Mark holder shall have the right to terminate any right granted to such other party to
use its Marks. Each party, as the owner of its Marks, shall have the right to control the nature and
quality of any goods and services offered or sold under the owner's Marks by the other party.
Each party, as a licensee, agrees to allow the other party, as the Mark holder, to reasonably inspect
and audit the licensee's use of such owner's Mark for compliance with the terms of this Agreement
and otherwise in the exercise of such control as described in the preceding sentence.
5. FEES AND PAYMENT.
5.1. Fees.
Gibson Technical Services will pay Augusta the fees as set forth on Exhibit D. If Gibson
Technical Services disputes in good faith any invoiced amounts, Gibson Technical Services may
notify Augusta in writing detailing the basis for such dispute so long as such notice is delivered
within ninety days of receipt of the invoice. Gibson Technical Services will pay any undisputed
amounts within thirty (30) days of the date of the invoice. Gibson Technical Services will pay
interest on all unpaid past due amounts at a rate of one and one-half percent per month until such
amounts are paid in full. To the extent objections to any invoices are not raised within twelve (12)
months from the date such invoice is issued, such objections are hereby waived.
5.2. Taxes/Regulatory Assessments.
Gibson Technical Services will tender to Augusta all relevant federal, state and/or local resale tax
and regulatory exemption certificate(s) or statement(s) (including but not limited to resale
certificates) covering all wireless internet access service and CPE fulfillment service(s) (including
any sales of CPE or related hardware or other materials to Gibson Technical Services made
pursuant to the provision of wireless internet access or CPE fulfillment service) purchases made
pursuant to any defmitive agreement. Where Gibson Technical Services fails to tender such
certificate(s) to Augusta or the validity of such certificate(s) is challenged by a taxing or regulatory
authority, Gibson Technical Services will, subject to the notice and control requirements set forth
in 10.3, indenmify, defend and hold Augusta harmless from any liability arising from Gibson
Technical Services' failure to collect or report sales, use, gross receipt, public utility, or any other
transaction based tax or regulatory assessment on its retail sales or other uses (as such term is
defmed under federal, state or local law) of the services purchased from Augusta pursuant to this
Agreement.
5.3. Billing Reports.
Gibson Technical Services shall provide Augusta a detailed report showing total number of
subscribers and total revenue for those subscribers for the previous month within the first 10 days
of the current month. Gibson Technical Services shall use such report to determine and tender the
monthly payment due to Augusta based on the agreed upon terms of the revenue share of the
Gibson Technical Services Subscribers who accessed the Network in the previous calendar month
and other fees, if any, as described in Exhibit D Notwithstanding the foregoing, no report shall be
issued when there is no underlying activity to report. All reports will be provided in a format and
design determined by Augusta. Augusta will be entitled to charge Gibson Technical Services for
any custom reports or modifications to the reporting format reasonably requested by Gibson
Technical Services. Billing for "simultaneous usage" shall be made available in a machine
readable version in a mutually agreed upon format.
6. OWNERSHIP.
6.1. License.
To the extent Gibson Technical Services has access to any Augusta Systems for which Gibson
Technical Services is not required to obtain a license from a third party, Gibson Technical Services
is hereby granted a non-exclusive, limited right and license to access and use such Augusta
System solely for purposes of exchanging the appropriate information with Augusta as
mutually agreed upon with Augusta in writing from time to time to service Gibson Technical
Services' Subscribers. In no event will Gibson Technical Services allow any third party to access
or use the Augusta Systems except as authorized in writing by Augusta.
6.2. Content License.
To the extent one Party (the "Providing Party") is providing to the other Party (the "Receiving
Party") Content for use on the websites, portal or marketing materials of the Receiving Party, the
Providing Party hereby grants to the Receiving Party a non-exclusive license to use, reproduce,
distribute, publicly perform, publicly display and digitally perform such Content for the sole
purposes for which the Content was provided. Any other use of such Content without the express
written consent of the Providing Party is prohibited.
6.3. Reservation of Rights.
Gibson Technical Services will not decompile, reverse engineer or disassemble any Augusta
System or portion thereof. Gibson Technical Services will not copy or modify any Augusta
System other than to obtain the data authorized in writing by Augusta to be copied by Gibson
Technical Services. Except as expressly granted herein, nothing in this Agreement shall be
construed to constitute a grant by either Party of a license or of any rights whatsoever to any of the
other Party's or its third party licensor's Content or Intellectual Property Rights, which are and
shall remain the exclusive property of the respective Parties.
7. CONFIDENTIALITY.
7.1 Generally.
Each Party acknowledges that Confidential Information may be disclosed to the other Party during
the course of this Agreement. Each Party agrees that it shall take reasonable steps, which shall
include, at a minimum, the steps it takes to protect its own Confidential Information, but no less
than reasonable care, to prevent the disclosure of Confidential Information, other than by or to its
employees or contractors who have a need to know the Confidential Information to perform such
Party's obligations hereunder. If the receiving Party is obligated to disclose Confidential
Information provided by the other Party pursuant to a requirement of a governmental agency or by
operation of law, specifically including the Georgia Open Records Act, O.C.G.A. ~50-18-70, et
seq., the receiving Party will notify the disclosing Party prior to disclosure in order to provide the
disclosing Party an opportunity to seek an appropriate protective order and/or waive compliance
with the terms of this Agreement, provided the receiving Party shall not be prohibited from
disclosing the information if so required to comply with any legal requirement or law, but in
doing so will take reasonable steps to preserve the confidentiality of the information needing to be
disclosed and will take reasonable steps to limit the disclosure to only that information that must be
disclosed.
Each Party acknowledges and agrees that, in the event Augusta is required to produce information
considered to be Confidential Information by Gibson Technical Services, Augusta will be
governed by the standards set forth in the applicable statute, regulation or ruling, rather than by
Gibson Technical Services' characterization of the information as confidential, proprietary, or
trade secret. Each Party acknowledges that monetary damages may not be sufficient remedy for
unauthorized disclosure or unauthorized use of Confidential Information and that each Party may
seek without waiving any other rights or remedies, such injunctive or equitable relief as may be
deemed proper by a court of competent jurisdiction. Each Party shall protect the other Party's
Confidential Information during the Term of this Agreement and for three (3) years after the
termination or expiration of this Agreement. At the expiration or termination of this Agreement,
Gibson Technical Services shall provide Augusta with a specific listing of all information it
considers to constitute Confidential Information and that it desires to be kept confidential for the
three (3) year period. Failure to provide such listing shall relieve Augusta of its obligation to
protect Gibson Technical Services' Confidential Information subsequent to the expiration or
termination of the Agreement. Upon the request of the disclosing Party, the receiving Party will
return or destroy and certify in writing the destruction of all copies of the Confidential Information
provided by the other Party.
7.2 Consumer Data.
Gibson Technical Services shall at all times protect the confidentiality and security of Consumer
Data in compliance with the Requirements and shall cause any of its contractors with access to the
Consumer Data to be legally obligated to protect the confidentiality and security of Consumer Data
in compliance with the Requirements. Gibson Technical Services acknowledges and agrees that
Consumer Data may only be used (i) to the extent necessary to verify, store, process or transmit
Consumer Data to Augusta to establish user names, e-mail addresses, log-ins and passwords for
Subscribers, create Subscriber accounts, and in connection with bank and payment card
transactions, (ii) for fraud control, (iii) as specifically agreed to by t he Subscriber and the
Subscriber's applicable bank or payment card company, or (iv) as required by applicable law.
In the event of a breach or intrusion of or otherwise unauthorized access to Consumer Data stored
at or for Gibson Technical Services, Gibson Technical Services shall immediately notify Augusta
and the applicable bank or payment card company, in the manner required in the Requirements,
and provide Augusta and the applicable bank or payment card company and their respective
designees access to Gibson Technical Services' facilities and all pertinent records to conduct a
review of Gibson Technical Services' compliance with the Requirements. Gibson Technical
Services shall fully cooperate with any review of their facilities and records provided for in this
subsection. Gibson Technical Services shall maintain appropriate business continuity procedures
and systems to ensure security of Consumer Data in the event of a disruption, disaster or failure of
Gibson Technical Services' data systems. Gibson Technical Services and its successors and
assigns shall comply with the Requirements after termination or expiration of the Network
Agreement.
Gibson Technical Services shall require all of its contractors to be responsible and accountable for
the security and confidentiality of all Consumer Data in their possession and not to deliver any
Consumer Data to any third party. Gibson Technical Services shall be responsible for any failure
of security or confidentiality of the Consumer Data by its contractors or any other third parties to
which Gibson Technical Services permits access to the Consumer Data. Gibson Technical
Services shall not grant any of its contractor access to Consumer Data, except as required to
provide services ordered by Gibson Technical Services.
Gibson Technical Services shall not allow any other party to collect, process, receive, or use the
Consumer Data for Gibson Technical Services except for Qualified Contractors (defined below) of
Gibson Technical Services. Gibson Technical Services hereby indenmifies and agrees to hold
Augusta harmless from and against any and all damages, costs, liabilities and claims relating to the
Consumer Data that arise from: (i) the acts or omissions of Gibson Technical Services or any of its
contractors or subcontractors, or (ii) the violations of the provisions of this Section by Gibson
Technical Services or its contractors or subcontractors, or (iii) the unauthorized disclosure of
Consumer Data by Gibson Technical Services or its contractors or subcontractors, or (iv) the
unauthorized disclosure or use of Consumer Data by any other party receiving Consumer Data
from Gibson Technical Services or its contractors or subcontractors.
8. WARRANTIES.
8.1. By Gibson Technical Services.
Gibson Technical Services represents and warrants that Gibson Technical Services will not make
any representation, warranty or guarantee regarding the Network unless provided in writing by
Augusta.
8.2. Disclaimer.
Except as may be specifically provided in any service level agreement referred to in section 9
below, Augusta does not warrant any network bandwidth or speeds. The parties acknowledge
and agree that the network data speeds are dependant on a number of factors, including
without limitation the distance of the Gibson Technical Services subscriber from the network
equipment, CPE used by a Gibson Technical Services subscriber and other variables. In no
event will Augusta or its suppliers be liable to any Gibson Technical Services subscriber or any
third party for any claims arising out of or related to Gibson Technical Services' business or its
relationship with Gibson Technical Services subscribers. Augusta does not make, and hereby
specifically disclaims, any representations or warranties regarding the network, the Augusta
web site, the Augusta web portals, or Augusta services relating to this agreement, including any
implied warranty of merchantability or fitness for a particular purpose and implied warranties
arising from course of dealing or course of performance. Notwithstanding anything to the
contrary in this agreement, Augusta disclaims all warranties with regard to Gibson Technical
Services access to or use of any third party services, products or marks provided in
connection with the network.
9. SERVICE LEVELS.
Augusta will make available to Gibson Technical Services any service level agreement for the
Network Augusta offers to Gibson Technical Services' for the Network.
10. INDEMNIFICATION.
10.1. Indemnification by Augusta.
Augusta agrees to defend, indenmify and hold Gibson Technical Services and the officers,
directors, agents, affiliates, distributors, franchisees (if any) and employees of Gibson Technical
Services harmless from and against any and all third party claims, proceedings, damages, actions,
liabilities, expenses, or costs, including reasonable attorneys' fees, arising out of any claim,
demand, action, suit, investigation, arbitration or other proceeding by a third party to the extent
(i) caused by any claim that any Mark or Content provided by Augusta infringes the Intellectual
Property Rights of any third party, or (ii) related to any claim the Network as provided by Augusta
infringes the proprietary rights of a third party ("Claim" or "Claims"); provided that Augusta will
have no obligation or liability with respect to any Claim based upon (I) any WISP Data Access
Product or portion of the Network which has been altered at the request of Gibson Technical
Services; (II) any Gibson Technical Services Content or Gibson Technical Services Marks; (III)
the combination, operation or use of the Network or any WISP Data Access Product, or any
portion or component thereof, with products or services not furnished by Augusta when such
combination is part of any allegedly infringing process; or (IV) use of the Network or any WISP
Data Access Product in violation of this Agreement.
If the Network or any WISP Data Access Product becomes, or in Augusta's opinion is likely to
become, the subject ofa Claim, Augusta may at its option (a) procure for Gibson Technical
Services the right to continue using the Network or such WISP Data Access Product, or (b)
modify the Network or any WISP Data Access Product so as to provide Gibson Technical
Services a replacement or modified Network or WISP Data Access Product that is non-infringing.
Ifneither of the foregoing alternatives is reasonably available to Augusta as determined by
Augusta, then Augusta may terminate this Agreement either in its entirety or in relation only to the
affected WISP Data Access Product(s) upon thirty (30) days written notice to Gibson Technical
Services. In the event of such termination, the foregoing states the entire liability of Augusta and
the sole remedy of Gibson Technical Services with respect to indenmification for third party
claims for patent, trademark, copyright and trade secret infringement or misappropriation related to
the Network.
10.2. Indemnification by Gibson Technical Services.
Gibson Technical Services agrees to defend, indenmify and hold Augusta and the officers,
directors, agents, affiliates, distributors, franchisees (if any) and employees of Augusta harmless
from and against any and all claims, damages, actions, liabilities, expenses, or costs, including
reasonable attorney's fees, arising out of any claim, demand, action, suit, investigation, arbitration
or other proceeding to the extent directly or indirectly caused by (i) any violation of law in the
marketing of products or services related to the Network; (ii) any activities ofa Gibson Technical
Services Subscriber or other user Gibson Technical Services enables to access the Network if
Gibson Technical Services was aware of a previous violation of an Acceptable Use Policy related
to the Network by such Gibson Technical Services Subscriber or user, including without limitation
unauthorized access, network abuse and fraud; provided, however, this Section 10.2.(ii) shall not
limit in any way Gibson Technical Services' obligations pursuant to Section 3.2(b) above;
(iii) any claim or allegation by a Gibson Technical Services Subscriber to the extent such
claim is not the result of any action or inaction by Augusta or the subject of Augusta's
indenmity obligations set forth in Section 10.1 (it being understood and agreed that Gibson
Technical Services' indenmity obligations hereunder shall be reduced in proportion to the level of
action or inaction by Augusta that gave rise to the claim at issue); or (iv) any claim that any Mark
or Content provided by Gibson Technical Services infringes the Intellectual Property Rights of any
third party.
10.3. Indemnification Generally.
Each Party agrees to promptly notify the indenmifying Party in writing of any indenmifiable claim
and to give the indenmifying Party the opportunity to control the defense of such claim with
counsel reasonably acceptable to the indenmified party. The indenmified Party shall cooperate in
all reasonable respects with the indenmifying Party and its attorneys in the investigation, trial,
defense and settlement of such claim and any appeal arising there from. To the extent the
indenmified Party chooses to participate in the investigation, trial, defense, settlement and/or
appeal of such claim, through its attorneys or otherwise, beyond such level of cooperation
reasonably required by the indenmifying Party, the indenmified Party will do so at its own cost and
expense. No settlement of a claim shall be entered into without the consent of the indenmified
Party, which consent shall not be unreasonably withheld, unless the settlement includes an
unconditional general release of the indenmified Party.
11. LIMITATION OF LIABILITY.
(a) Except to the extent of the fees owed under this agreement, in no event shall either party
be liable to the other party for any loss of profits, loss of business, loss of use or data, interruption
of business, or for indirect, special, incidental, exemplary, multiple, punitive or
consequential damages of any kind, whether based on contract, tort (including without
limitation, negligence), warranty, guarantee or any other legal or equitable grounds, even if such
party has been advised of the possibility of such damages. These limitations shall survive and
apply notwithstanding the validity of the limited remedies provided for in the agreement.
(b) Neither party will be liable for any damages, costs, expenses, liabilities or losses
arIsmg in connection with this agreement in the aggregate in a total amount that exceeds
the amounts paid by Gibson Technical Services to Augusta for the municipality giving rise to
the claim in the six (6) months prior to the occurrence of the event giving rise to the first claim
under this agreement arising from such event.
(c) The limitations set forth in this section shall not apply to the parties' confidentiality
obligations set forth or indemnification obligations in this agreement or claims deriving from a
party's gross negligence or willful misconduct (Le., conduct undertaken with the intent to cause
harm) and shall not affect either party's right to seek injunctive relief.
12. TERM AND TERMINATION.
12.1. Term. The initial term of this Agreement commences on the Effective Date and
terminates two (2) years after the Effective Date ("Initial Term"). The Initial Term shall
be automatically renewed for up to three (3) additional one (1) year periods commencing after two
(2) years of the Effective Date (each a "Renewal Term"; the Initial Term and all Renewal Terms
are collectively referred to as the "Term"), subject to earlier termination as otherwise described in
this Agreement, unless either.
Party notifies the other in writing on or before 60 days prior to the end ofthe then existing Initial
Term or Renewal Term.
12.2. Termination for Default.
Except as may be contained otherwise herein, this Agreement may be terminated by the Parties as
follows: (a) by Augusta for Gibson Technical Services' failure to pay the Fees within ten (10) days
of Augusta's written notice to Gibson Technical Services of such failure to pay; (b) by either Party
at any time in the event of a material breach by the other Party of this Agreement that remains
uncured thirty (30) days after the breaching Party's receipt of written notice of the breach,
provided that if the defaulting Party has been attempting with reasonable diligence to cure such
breach, and the default cannot be cured with reasonable diligence within such period of thirty (30)
days, then such termination will not be effective so long as the defaulting or breaching party
pursues the cure with diligent efforts; or (c) either Party may terminate this Agreement
immediately if the other Party enters into or files (or has filed or commenced against it) a petition,
arrangement, action or other proceeding seeking relief or protection under the bankruptcy laws of
the United States or similar laws of the United States or any state of the United States and such
petition, arrangement, action or other proceeding is not dismissed within ninety (90) days.
12.3. Termination of Municipality Network.
The City reserves the right to terminate Gibson Technical Services access to the Network for
breach of contract or a Force Majeure Event. In such event, Augusta will give Gibson Technical
Services as much notice as is reasonably practical under the circumstances. The City will retain
ownership of all assets purchased by the City if such an event should occur.
12.4 Effects of Expiration or Termination.
(a) Upon expiration or termination of the Agreement, (i) Augusta will, as soon as reasonably
practicable, remove all references to Gibson Technical Services from the City's Web Site, cease
authenticating any Gibson Technical Services Subscribers and will not be obligated to provide any
access to the Network or other services to Gibson Technical Services or any Gibson Technical
Services Subscriber, (ii) Gibson Technical Services will immediately cease marketing all Gibson
Technical Services offerings related to the Network, cease all access to the Augusta Systems and
Network and cease authentication of all Gibson Technical Services Subscribers. Upon expiration
or termination of this Agreement, Augusta is not obligated to provide any access to the Network or
other services to Gibson Technical Services or any Gibson Technical Services Subscriber. Upon
termination or expiration of this Agreement, neither party will be prevented from marketing to any
customer of the other Party, so long as the former does not use the latter's Confidential Information
to conduct such marketing activities.
(b) Except as otherwise set forth in this Section 12, upon the expiration or termination
of this Agreement, all rights and obligations of the Parties under this Agreement shall
terminate, except the rights and obligations under Sections 4.2, 7,8.2,9, 10, 11, 12.3, 12.4, 14, and
15 herein shall survive expiration or termination of the Agreement.
13. INSURANCE.
During the Term, Gibson Technical Services shall maintain all insurance and/or bonds required by
law or this Agreement, including but not limited to the following coverages:
(a) Workers Compensation as prescribed by the law of any state in which the work is to be
performed;
(b) Employer's Liability with limits of at least $1,000,000 each accident/$l,OOO,OOO each
employee by disease/$l,OOO,OOO policy limit by disease;
(c) Commercial General Liability, including contractual liability coverage, premises and
operations, independent contractors, products and complete operations, contracted liability, and
personal injury liability, with limits of at least $1,000,000 per occurrence;
(d) Commercial Automobile Liability with a combined single limit of not less than
$1,000,000 per occurrence;
(e) All Risks Property insurance on a replacement cost basis insuring the Gibson Technical
Services personal property at any Augusta facilities;
(t) Professional Liability covering the acts, errors and omissions of Gibson Technical
Services and Gibson Technical Services liability for its employees, agents and subcontractors with
a limit of not less than $5,000,000 per claim. The defmition of "professional services" within the
policy of professional liability insurance must include the services provided by Gibson Technical
Services, its agents and its subcontractors under the terms of this Agreement. Any retroactive date
on the policy should be prior to commencement ofthis Agreement. Such coverage will be
maintained by Gibson Technical Services for a period of thirty-six (36) months subsequent to the
end of this Agreement and any extensions thereof.
(g) Excess or Umbrella Liability with a limit of not less than $3,000,000 per occurrence over the
insurance coverages described in b, c and d above; Augusta shall be named as an additional
insured to the Commercial General Liability, Commercial Automobile Liability and Excess
or Umbrella liability policies, with respect to work performed by them under this Agreement.
Gibson Technical Services and its insurers shall waive any and all rights of subrogation against
Augusta.
Gibson Technical Services shall also require its agents or subcontractors who may enter upon
Augusta's premises or conduct work associated with this Agreement to maintain the same
coverages required herein. Should insurance policy limits be exhausted or should Gibson Technical
Services or its agents or subcontractors fail to maintain the required insurance coverages, neither
Gibson Technical Services nor any of its agents and subcontractors will in any way be relieved
from liability provided for herein to Augusta should a loss occur. Augusta will have the right,
but not the obligation, to prohibit the Gibson Technical Services or any agents or
subcontractors from performing work under this Agreement until evidence that the insurance has
been placed in complete compliance with these requirements is received and approved by Augusta.
For any claims relating to this Agreement, the Gibson Technical Services' insurance shall be
deemed to be primary and not contributing to or in excess of any similar coverage purchased by
Augusta. All policy deductibles will remain the responsibility of the Gibson Technical Services, its
agents or its subcontractors.
All insurance provided by Gibson Technical Services shall be written by companies authorized to
do business in the state or states where the work is to be performed. Augusta reserves the right to
refuse to accept policies from companies with a rating of less than A- VII by the A.M. Best
Company.
Gibson Technical Services shall provide to Augusta certificates of insurance evidencing the
required coverages (including evidence that Augusta has been included as an additional insured)
prior to execution of this Agreement. Gibson Technical Services' insurers will be required to give
30 days written notice to Augusta prior to any policy cancellation or non-renewal. Failure of
Augusta to demand such certificates or to identify any deficiency in the insurance provided shall
not be construed as or deemed to be a waiver of the Gibson Technical Services' (or its agents' or
subcontractors') obligation to maintain such insurance.
If any ofthe coverages are required to remain in force after termination of this Agreement, Gibson
Technical Services shall submit additional certificates evidencing continuation of coverage until
such obligation ends.
If the Gibson Technical Services fails to maintain the insurance as set forth herein, Augusta shall
have the right, but not the obligation, to purchase said insurance at Gibson Technical Services'
expense and to deduct the premiums therefore from any amounts otherwise due to Gibson
Technical Services.
14. MAINTENANCE OF RECORDS; AUDIT.
Each Party shall maintain proper books and records for a period of twelve (12) months so as to
allow for the verification of amounts paid or owed to the other Party under the Agreement. Upon
at least thirty (30) days prior written notice, either Party shall have the right to audit and analyze
the other Party's records as they relate to payments due to the Party hereunder and to ensure
compliance with all payment terms of this Agreement, which audit shall cover payments and
compliance for twelve (12) months prior to the date of the audit. Unless agreed to otherwise in
writing by the Parties, such audit shall be conducted during the usual business hours and at the
place of business of the Party being audited. Each Party may authorize an independent designee
to conduct and exercise the audit rights set forth in this Section, provided such designee is subject
to confidentiality obligations with respect to all Confidential Information of the audited Party.
Each Party shall have the right to audit the other Party's applicable and relevant records no more
than once every twelve (12) months. The audited books and records, as well as the results of any
such audit, shall be considered.
Confidential Information as set forth in this Agreement; provided, however, nothing in this Section
14 shall be construed to preclude the use of such materials in the course of litigation between the
Parties regarding this Agreement, if necessary. The Party conducting the audit shall bear the costs
and expenses of the audit. Any statement, report or payment issued by a Party shall be binding
unless the Party to whom the statement, report or payment is issued objects to such statement,
report or payment within twelve (12) months from the date such statement, report, or payment is
issued.
15. MISCELLANEOUS.
15.1. Independent Contractors.
The Parties to this Agreement are independent parties and nothing herein shall be construed as
creating an employment relationship between the Parties. Neither Party is an agent, representative,
joint venture nor shall partner of the other Party and neither Party have any right, power or
authority to enter into any agreement for or on behalf of, or incur any obligation or liability, or to
otherwise bind, the other Party. The Agreement shall not be interpreted or construed to create an
association, agency, joint venture or partnership between the Parties or to impose any liability
attributable to such a relationship upon either Party.
15.2. Network Installation
Gibson Technical Services will install all equipment and supporting infrastructure as described in
Gibson Technology's response to RFP # 08-130A. Gibson Technical Services will make every
reasonable effort to utilize Augusta's vertical assets. Gibson Technical Services will be solely
responsible for the procurement and installation of all vertical assets and infrastructure. Gibson
will be solely responsible for the completion of the Augusta Wireless Project in accordance with
the rules and requirements of the Georgia Technology Authority's (GTA) Wireless Communities
Georgia (WCG) program by February 28,2009. Memorandum of Understanding (MOU) attached
as (Exhibit H). Project funding is completely dependent upon meeting the requirements and
deadlines set forth in this section.
Augusta will provide assistance, when possible, to expedite the project completion. Augusta will
assist with the electrical connection to vertical assets when possible. Augusta will provide
assistance regarding rights of way and permitting. Augusta will pay for the on-going electrical
costs for up to one hundred ten (110) access points. Augusta will provide access to all Augusta
facilities and vertical assets. Augusta will retain ownership of the network and all items purchased
for the network. Augusta will lease the network to Gibson Technical Services for sum of one
dollar ($1), per year, for the duration of the contract.
15.3. Ownership
Augusta will retain ownership of the network and all items purchased for the network. Augusta
will lease the network to GTS for one dollar ($1), per year, for the duration of the contract.
Augusta must approve all network expansion and fee structure.
15.4. Entire Agreement.
The Agreement, including any exhibits attached hereto, constitute the entire understanding and
agreement with respect to its subject matter, and supersedes any and all prior or contemporaneous
representations, understandings and agreements whether oral or written between the Parties
relating to the subject matter of this Agreement, all of which are merged in this Agreement. This
Agreement is not intended to confer upon any third party any rights or remedies hereunder.
15.5. Severability of Provisions.
In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant
to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable
according to its terms.
15.6. Assignment.
Neither this Agreement nor the rights or obligations of this Agreement may be assigned by either
Party without the prior written consent of the other Party, which consent shall not be unreasonably
withheld or delayed. Notwithstanding the previous sentence, (a) Gibson Technical Services shall
have the right to assign its rights and obligations hereunder, all or in part, in connection with a sale
of all or substantially all of its assets, a merger or other corporate reorganization, provided that any
such transferee agrees to be bound by this Agreement; (b )Augusta shall have the right to freely
assign its rights and obligations hereunder, all or in part, in connection with a determination by the
Augusta governing authority that an assignment to another entity or authority is in the best
interests of Augusta and its citizens, provided that any such transferee agrees to be bound by this
Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties and their
permitted successors and assigns.
15.7. Non-Exclusive.
The rights and obligations of the Parties are non-exclusive.
15.8. Governing Law; Jurisdiction.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Georgia. All claims, disputes and other matters in question between parties arising out of, or
relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of
Richmond County, Georgia. Gibson Technical Services, by executing this Agreement, specifically
consents to venue and jurisdiction in Richmond County, Georgia and waives any right to contest
jurisdiction and venue in said Court.
15.9. Force Majeure.
Nonperformance of either Party other than payment shall be excused to the extent that performance
is rendered impossible by prevented or delayed by reasons which are not reasonably foreseeable
and not reasonably avoidable, including Acts of God, floods, fires, hurricanes, tornadoes,
earthquakes or other unavoidable casualty, acts of public enemy, insurrection, war, riot,
sabotage, epidemic, strike or other labor disputes, freight embargoes, shortages or
unavailability of materials or supplies, delays or restrictions due to governmental action, including
without limitation actions by legislative bodies or regulatory agencies, including the FCC, that
limit or adversely impact Augusta's ability to perform under this Agreement, unusually severe
weather conditions, concealed and unknown conditions below the surface of the ground
differing materially from those ordinarily encountered and generally recognized as inherent in
construction work or which are not reflected on current maps or drawings of underground
conditions, or wrongful physical obstruction by any Person at any installation site ("Force Majeure
Event"), provided that the non-performing Party gives prompt notice of such conditions to the
other Party and makes all reasonable efforts to perform.
The obligations and rights ofthe Party so excused shall be excluded on a day-to-day basis for a
period of time equal to that ofthe underlying cause of the delay. Either Party may terminate this
Agreement if a Force Majeure Event continues for or cannot be remedied in a commercially
reasonable manner within ninety (90) days.
15.10. Construction.
Should any provision of this Agreement require judicial interpretation, the parties agree that the
court interpreting or construing the same shall not apply a presumption that the terms of this
Agreement shall be more strictly construed against one Party than against another, because the
parties participated equally in preparing this Agreement. All references to "include" and
"including" shall be deemed to mean "including without limitation". References to numbered
Sections shall be construed as referring to Sections of this Agreement, and references to a Section
shall refer as well to all its subsections. All pronouns used in this Agreement shall be deemed to
refer to the masculine, feminine, or neuter gender as the context requires. Wherever the context
requires, the singular shall include the plural, and vice versa.
15.11. Notices.
Except as specifically provided in this Agreement, any notice, approval, request,
authorization, direction or other communication under this Agreement shall be given in writing and
shall be deemed to have been delivered and given for all purposes (a) on the delivery date if
delivered personally to the Party to whom the same is directed; (b) one business day
after deposit with a commercial overnight carrier, with written verification of receipt, or (c) five
(5) days after being mailed by certified mail, postage prepaid, return receipt requested: to the
address of the Party to whom the same is directed asset forth below:
If to Gibson Technical Services:
Gibson Technical Services
Attention: Bill Milligan
230 Mountain Brook Ct.
Canton, GA 30115
(770) 345-1670
(770) 345-1676
bmilligan@gts-yes.com
If to Augusta:
The City of Augusta
Attention: Fred Russell, Administrator
530 Greene Street - Room 801
Augusta, GA 30911
P (706) 821-2400
F (706) 821-2819
frussell@augustaga.gov
The City of Augusta
Attention: Tameka Allen, Director Information Technology
530 Greene Street A-I 0 1
Augusta, GA 30911
P (706) 821-252
F (706) 821-2530
allen@augustaga.gov
The City of Augusta
Attention: Gary Hewett
530 Greene Street A-101
Augusta, GA 30911
P (706) 821-2525
F (706) 821-2530
hewett@augustaga.gov
15.10. Waiver.
No waiver of any provision of this Agreement, or any rights or obligations of either Party under
this Agreement, shall be effective, except pursuant to a written instrument signed by the Party
waiving compliance, and any such waiver shall be effective only in the specific instance and for
the specific purpose stated in such writing.
15.11. Amendment.
The terms and conditions of this Agreement may not be modified or amended other than by a
writing signed by hand in ink by both Parties.
15.12. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
15.13 No Discrimination.
Gibson Technical Services and/or Gibson Technical Services' contractors and subcontractors
shall not discriminate or permit discrimination between or among any persons in the availability
of services.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives effective on the Effective Date.
Gibson Technical Services:
Augusta:
GTS
By:/Jthu/ [7 I1ltkdJ
Title: ('lO
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Date:
City of Augu,:," GA /
By: Cf2~t::J ~
Title: Jd....:r ,'{S- lVt"'t-fi'/fI./
Date: 12--/'1 (vg
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EXHIBIT A
Defined Terms
API has the meaning set forth in Section 3.3(a).
Confidential Information means any information that is exchanged by the Parties and which is
non-public, proprietary and/or confidential in nature. Confidential Information shall, for the
purposes of this Agreement be read to include a Party's Trade Secrets, as that term is defmed
below. The foregoing notwithstanding, Confidential Information excludes information that: (i) is
publicly available, other than by an act or omission of the receiving party; (ii) subsequent to its
disclosure was lawfully received from a third party having the right to disseminate the information
without restriction on its dissemination or disclosure; (iii) was known by the receiving party prior
to its receipt and was not received from a third party in breach of the third party's confidentiality
obligation; (iv) was independently developed by the receiving party without reference to the
disclosing party's Confidential Information; or (v) is required to be disclosed by court order or
other lawful government action, but only to the extent so ordered.
Consumer Data means the user names, e-mail addresses, passwords, log-ins and all other data and
information of potential Subscribers and potential EL-Assisted Wi-Fi Subscribers and others
applying to become a Subscriber, including without limitation all other customer information such
as passwords, logins, name, address, credit card information, and bank account information.
Content means data, materials, documentation, computer programs, materials, research, text,
pictures, audio, video, animations, artistic works, and all works of authorship or other subjects of
or potential subjects of any Intellectual Property Rights.
CPE has the meaning set forth in Section 3.8.
Augusta Municipality Website is the website represented by the web address
www.AugustaGA.gov
Augusta System means the singular or combined computer programs, databases or systems of
Augusta or its third party licensors, suppliers or other providers to which Augusta provides
authorized access to Gibson Technical Services.
Fees means the fees described in Exhibit D and as otherwise set forth in this Agreement. "
Force Majeure Event has the meaning set forth in Section 15.7.
NAME OF ISP Subscriber means any Subscriber Gibson Technical Services registers and
authorizes to access the Network, or any person Gibson Technical Services notifies Augusta as
authenticated to access the Network.
Initial Term has the meaning set forth in Section 12.1.
Intellectual Property Rights means any and all patents, copyrights, Trade Secrets, technical know
how, documentation and any and all other proprietary or other intellectual property, and any and all
applications, renewals, extensions and restorations thereof, now or hereafter in force and
effect worldwide.
Marks means all domain names, trademarks, trade names, service marks, logos and slogans
associated with Gibson Technical Services as set forth on Exhibit E and associated with Augusta as
set forth on Exhibit F.
Network means the equipment and software Augusta, directly or indirectly, owns, leases, operates,
uses, manages or is otherwise entitled to sell access to that delivers wireless internet access
services in Augusta, including without limitation the software Augusta provides or makes available
to all Subscribers, including Gibson Technical Services Subscribers, if any.
NOC has the meaning set forth in Section 3.4.
Providing Party has the meaning set forth in Section 6.2.
RADIUS Remote Authentication Dial In Server
NAME OF ISP locations and records the request for access and actual access by each Subscriber.
Receiving Party has three meaning set forth in Section 6.2.
Renewal Term has the meaning set forth in Section 12.1.
Requirements means the requirements of applicable law and the Payment Card Industry
Data Security Standards, as they may be amended from time to time, and which are available at
http://usa.visa.com/business/acceoting visa/oos risk managementlciso.html.
Serviceability Information has the meaning set forth in Section 3.3.
Service Coverage Area is the area designated by the City of Augusta to be offered the
products and services of the Internet service provider.
Subscriber means a person that registers for access and accepts the Subscriber Agreements
applicable to a Network in a Municipality.
Term has the meaning set forth in Section 12.1.
Trade Secrets means all non-public information whether tangible or intangible related to the
services or business of the disclosing Party that: (a) derives economic value, actual or potential,
from not being generally known to or readily ascertainable by other persons who can obtain
economic value from its disclosure or use; and (b) is the subject of efforts by the disclosing Party
that are reasonable under the circumstances to maintain its secrecy. Assuming the criteria in
clauses (a) and (b) above are met, Trade Secrets further includes, without limitation, technical and
non-technical data, formulas, patterns, designs, compilations, computer programs and software,
devices, inventions, methods, techniques, drawings, processes, financial data, fmancial plans,
marketing data, marketing plans, product plans, sales plans, lists of actual or potential customers
and suppliers which are not commonly known by or available to the public, research, development,
and existing and future products.
EXHIBIT B
'\
WISP Product Descriptions
Standard Unlimited Access Product
Gibson Technical Services will sell a "standard unlimited access" product to residents, students,
and businesses on the wireless network in Augusta.
This product will include monthly, weekly, daily, and hourly access anywhere within the Augusta
Municipal Wireless Network. Gibson Technical Services does allow roaming to its other
municipalities under operational control by Gibson Technical Services. As roaming agreements are
executed with other WISP throughout the county, roaming services will be extended to all Gibson
Technical Services subscribers.
Anticipated Rates:
Hourly Daily Monthly Monthly Monthly
Outdoor Residential Residentia
l Plus
Cost $4.99 $9.99 $ 19.99 $24.99 $29.99
Speed 1 Mbps x 1 Mbps x 1 Mbps x 1.5Mbps x 2Mbps x
1 Mbps 1 Mbps 1 Mbps 1.5Mbps 2Mbps
(Up to) (Up to) (Up to) (Up to) (Up to)
CPE NA NA NA $129 $129
Free Limited Access Product
Gibson Technical Services will provide a Free Limited Access Product to the following:
"Augusta Commons"
Augusta will receive a minimum of four hundred (400) accounts at no cost. These accounts will be
used for governmental operations.
Educational Facilitv
Gibson Technical Services in conjunction with the City of Augusta will negotiate individual
agreements with each educational facility. This will allow Gibson Technical Services to best serve
each institution and meet the required needs. Gibson Technical Services agrees that it shall not
charge any more than $10.00 per month per student when negotiated at a bulk rate. Any
participating educational facility would be required to purchase a minimum of seven hundred and
fifty (750) accounts to receive this bulk rate. Students that are not covered by an anchor tenancy
facility will receive a minimum of 15% off of monthly access.
Dil!ital Inclusion
The City also requires the wireless network provider to provide free access for local low-income
households within the deployment area including the following public housing complexes:
Ervin Towers
Allen Holmes
Peabody Apartments
St. John Tower
Wholesale Offering
Gibson Technical Services has developed a wholesale offering that will allow other ISPs to
purchase access on the Augusta Wireless Network to resell to their own subscribers. The following
table indicates integration fees as well as subscriber fees.
One-Time Integration Fee $ 25,000
Per Residential Subscriber / Month $ 10.00
Business per Meg / Month $ 35.00
EXHIBIT C
Service Coverage Area
The coverage area determined by the City of Augusta is approximately 4 square miles starting
West on Highland Avenue, then East on Walton Way. North on McDowell Street to Waters Edge
Drive and then East to 5th Street. From 5th Street going South to Wrightsboro Road then going
West back to Highland Avenue. Included in this coverage area are downtown Augusta with a mix
of schools, colleges and universities; small and large businesses, as well as residential homes and
apartments. The following map depicts the proposed coverage area:
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EXHIBIT D
Fees and Payment
Fees
Hourly Daily Monthly Monthly Monthly
Outdoor Residential Residentia
l Plus
Cost $4.99 $9.99 $19.99 $24.99 $29.99
Speed 1 Mbps x 1 Mbps x 1 Mbps x 1.5Mbps x 2Mbps x
1 Mbps 1 Mbps 1 Mbps 1.5Mbps 2Mbps
(Up to) (Up to) (Up to) (Up to) (Up to)
CPE NA NA NA $129 $129
Payment
Gibson Technical Services will pay Augusta 30% of the profits from the
operation of the Augusta Wireless Network. This will be paid on a mutually
agreed upon date and will be approximately one calendar year from the
project completion date. The profit be calculated by taking the net revenues
from the Augusta Wireless Network and subtracting all local operating and
marketing expenses, as well as all Gibson Technical Services back office and
corporate expenses directly related to supporting the Augusta Wireless
Network.
Exhibit E
Gibson Technical Services will furnish marks when applicable.
Exhibit F
Augusta will furnish marks when applicable.
Exhibit G
Customer Care
Tier 1
o Support for all Services, including providing subscribers
with phone, web, e-mail and instant messaging support
options for at least the following issues:
. Sales inquiries
. Order status
. Service cancellation
. Service setup
. Connectivity problems
. Service interruption/degradation
. Credits and refunds processing
. Account and billing inquiries
. Disconnect and relocation requests
Tier 2
o Support for all Services, including providing subscribers
with phone, web, e-mail and instant messaging support
options for at least the following issues:
· Escalation of issue not resolved by Service
Provider's Tier 1 representatives
· Proactive and reactive network status
information
· Three-party calling with Tier 2 Support agents,
Tier 1 Support agents and subscribers
· Settlement and billing inquiries between Service
Provider and the Network Operator
Tier 3
o Support for all Services, including providing subscribers
with phone, web, e-mail and instant messaging support
options for at least the following issues:
· 7x24x365 management of personnel at the NOC
· 7x24x365 pager and phone support for Service
Providers
· Call escalation of critical issues not resolved by
Tier 2 Support representatives
· Proactive publishing of network status
information, alerts, etc. by the ISP
A. Exhibit E - Definition of Terms
Capture Portal refers to the web page that unauthenticated users will be redirected to
when their computing device first attaches to the Networks.
CBO refers to Community Based Organizations such as nonprofits, churches, faith-
based organizations, social service organizations and community technology centers.
AHA refers to the Augusta Housing Authority.
City refers to the City of Augusta
Core ISP Services refers to value-added features which are bundled with Internet
access by Service Providers such as email accounts, newsgroup access and virus and/or
spam protection.
CPE refers to Customer Premise Equipment.
CT will refer to Communications Tower.
Digital Inclusion describes the level to which an individual is able to access
meaningful technology. This includes training and education, as well as access to
hardware, the Internet and applications that increase quality of life. Digital Inclusion
Programming has the goal of eliminating the Digital Divide.
Fixed Broadband refers to a service that provides Internet access for a stationary
subscriber at a single location (the location where service is provisioned).
HSI
ISP
Interior Room refers to a room within a building that does NOT have at least one wall
directly facing a public street.
Joint Venture Partner refers to any organization proposing to provide products or
services in response to this RFP through a partnership with the Respondent.
Community Wireless Broadband RFP
Line-of-sight
Mbps refers to Megabits per second.
MPH refers to Miles Per Hour.
MTB refers to Mean Time Between Failures.
M/W/DBE refers to Minority/Women/Disadvantaged Businesses Enterprises.
Network refers to a community wireless broadband Internet access system that is
deployed throughout the City.
Network Operator refers to the Selected Respondent to this RFP who is responsible
for the financing and management of the Network.
NOC refers to Network Operations Center.
Nomadic Broadband refers to a service that provides Internet access for a stationary
subscriber at a variety of locations throughout the City.
Open Access refers to the Selected Respondent's commitment to provide access to its
wireless broadband Internet access transport services to multiple unaffiliated Service
Providers.
Perimeter Room refers to a room within a building that has at least one wall facing a
public street.
PMSA refers to Primary Metropolitan Statistical Area.
POP refers to an Internet Point of Presence.
Portable Broadband refers to a service that provides Internet access for an in motion
subscriber at a variety of locations throughout the City.
Respondent refers to a prime bidder to this RFP.
RFP refers to Request for Proposal.
Service Provider refers to any organization, whether affiliated with the Selected
Respondent or not, who markets, sells and/or supports services over the Network.
Services refer to any services to be performed pursuant to this RFP.
SLP refers to Street Light Poles.
SSID Service Set IDentifier
Take rate refers to a percentage of customers that utilize a service
Tenancy/Anchor tenant refers to a tenant that contributes a consistent and substantial
amount of revenue for system use
Through-put a unit of measurement from end to end
Tier 1 Support refers to the process of responding to, diagnosing and attempting to
resolve issues reported by users of the Network.
Tier 2 Support refers to the process of responding to issues escalated by Tier 1
Support representatives who are unable to resolve issues reported by users of the
Network.
Tier 3 Support refers to the process of responding to issues escalated by Tier 2
Support representatives who are unable to resolve issues escalated from Tier 1 Support
representati ves.
TSP refers to Traffic Signal Poles.
Vertical Assets refers to any free standing structure
VPN refers to Virtual Private Network.
VLAN refers to Virtual Local Area Networks
Walled Garden refers to the automatically directions to a dedicated home page that
acts as a gateway to the web. The home page is designed as a content driven portal that
delivers local information, services and "genuinely useful" information.
Wi-Fi (Wireless Fidelity) refers to wireless technologies adhering to the IEEE 802.11 b
and 802.11 g technical standards.
Wireless
WiMAX (Wireless Interoperability for Microwave Access) refers to wireless
technologies adhering to the IEEE 802.16 technical standards.
WP A2 (Wireless Protected Access 2) the follow on security method to WP A for
wireless networks. Based on the ratified IEEE 802.1li standard, WP A2 provides
government-grade security by implementing the National Institute of Standards and
Technology (NIST) FIPS 1402 compliant AES encryption algorithm and 802.1Xbased
authentication.
Walled Garden refers to the automatically directed to a dedicated home page that acts
as a gateway to the web. The home page is designed as a content driven portal that
delivers local information, services and "genuinely useful" information.
Exhibit H
(See attached MOD)
Memorandum of Understanding
For Wireless Communities Georgia
by and between
Georgia Technology Authority
and
City of Augusta, GA
This Memorandum of Understanding (hereinafter referred to as "MaU") is entered into
this 18th day of December, 2006 (hereinafter referred to as the "Effective Date"), by and
between the Georgia Technology Authority (hereinafter referred to as "GTA"), and the City of
Augusta. GA (hereinafter referred to as "Recipient").
WHEREAS, GTA is a public corporation and instrumentality created pursuant to
O.C.G.A. S 50-25-1 et seq., with a mission to deliver reliable technology services and to provide
guidance and oversight to State agencies with respect to technology matters;
WHEREAS, GT A has been empowered to administer the Wireless Communities
Georgia initiative, which is intended to achieve the goals of encouraging economic
development, increasing educational access and enhancing the provision of government
services by disbursing funds to Georgia communities to design, develop and deploy open-air
wireless broadband networks (hereinafter referred to as "WCG");
WHEREAS, Recipient is a county, city, township or other political subdivision of the
State of Georgia, or an authorized authority, community, cooperative organization or
representative thereof, and is selected by GTA as qualified and eligible to receive funds
pursuant to the terms and conditions of the WCG initiative. as set forth in the WCG Application
Packet (hereinafter referred to as "Application Packet");
WHEREAS, Recipient desires to receive, and GT A desires to provide to Recipient, funds
for the purposes permitted in the Application Packet in support of the WCG initiative.
GTA and the City of Augusta, GA - MOU Version 1.0 -Created on 12/19/2006 12:14:00 PM Page 1 of 10
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein,
the parties agree as follows:
1. Disbursement of Funds.
a. Disbursement Amount. In support of the project described Recipient's application for
funds under the WCG initiative, GTA agrees to allocate to Recipient a total amount
equal to $562,500.00 (hereinafter referred to as "Disbursement Amount"). Recipient
agrees to contribute, at a minimum, $281,250.00 as the Recipient's match for the
project. No more than $14,062.50 of Recipient's match amount may consist of in-kind
contributions.
b. Disbursements. The Disbursement Amount shall be disbursed as follows: GT A will
reimburse Recipient for up to 75% of Recipient's actual permitted expenses for the
project, based on successful completion and verification of specific milestones during
each phase of the project. The proposed project schedule for each phase and the
expected completion dates are set forth in Exhibit A, which is attached to this MOU and
incorporated herein by reference. Notwithstanding the foregoing, each disbursement
shall not exceed 30% of the Disbursement Amount. All disbursements shall be made
within thirty (30) calendar days following GTA's receipt of: (a) written quarterly progress
reports documenting satisfactory performance based on the project milestones and
scope of work outlined in Recipient's application; and (b) current and complete
accounting requirements. Accounting shall include, at a minimum, a signed certification
by the Recipient's financial officer containing a summary description of all major
expenditures made with the disbursed funds and their categories, as well as
documentation of cash and in-kind matches. Disbursements shall be made no more
often than quarterly. The final ten percent (10%) disbursement will be made upon
completion of the project and receipt by GT A of the final close-out analysis report as
described in Section 3 below.
c. Advanced Disbursement. Following GTA's selection of Recipient, GTA may disburse,
in its reasonable discretion, an initial disbursement up to 30 percent (30%) of the
Disbursement Amount within thirty (30) calendar days of receiving a fully signed MOU
and Recipient's written justification supporting the advanced disbursement.
d. Use of Funds. Funds disbursed under this MOU shall be used solely for the activities
permitted in the Application Packet and as necessary to complete the scope of work
set forth in Recipient's application. Such activities may include, but are not limited to,
planning services, technical assistance, purchase of equipment and software,
construction, site preparation and public utilities, facilities and services. Funds
disbursed hereunder shall not be used for the following activities:
i. refinancing of existing debt;
ii. excessive administrative, operating or maintenance costs;
iii. customer terminal equipment or inside wiring not owned by the Recipient;
iv. leases; or
v. motor vehicles.
GTA and the City of Augusta, GA - MOU Version 1.0 -Created on 12/19/2006 12:14:00 PM Page 2 of 10
e. Record Retention and Audit Riohts. Recipient shall, and shall cause each of its service
providers under the WCG initiative to, maintain accurate books, records, documents
and other evidence concerning costs, expenses, provision of equipment and services
and receipt and expenditure of funds disbursed hereunder (collectively, "Records") for
three (3) years following the termination or expiration of this MOU. Accounting
procedures and practices shall conform to generally accepted accounting principles
("GAAP") and all expenditures associated with the disbursement of funds under this
MOU shall be readily ascertainable therefrom. GT A or its representative shall have the
right, exercisable at any reasonable time during normal business hours, to inspect and
audit any Records.
2. Milestones and Scope of Work. Recipient agrees to manage the project and its selected
vendors toward an efficient and effective implementation in accordance with the milestones
_ described in the scope of work proposed in Recipient's application and Project Scope as
outlined in Exhibit B.
3. Reportino and Prooress Reviews. Recipient shall provide timely quarterly reports to GT A as
required in the Application Packet. In addition, Recipient agrees to cooperate with GTA in
its reporting to the Governor's office as may be requested by GT A from time to time, and to
participate in regular conference calls and meetings to assess progress and resolve
outstanding issues. Upon completion of the project, Recipient agrees to provide GT A a
document consisting of a close-out analysis of the project's activities and lessons learned
throughout the project.
4. Term. The "Term" of this MOU shall begin on the Effective Date and end twenty four (24)
months thereafter, or upon completion of the project close-out documentation, whichever
occurs first. The Term may be renewed by mutual written agreement of the parties on a
month-to-month basis. Recipient agrees to make a written request to GT A of its desire to
extend the Term no less than ninety (90) days prior to the expiration of the Term.
5. Termination. Either party may terminate this MOU for cause. "Cause" shall mean a breach
or default of any material obligation hereunder which default is incapable of cure, or which,
being capable of cure, has not been cured within thirty (30) days after receipt of notice of
such default (or such additional cure period as the non-defaulting party may authorize). No
disbursements of funds shall be made after the termination or expiration of the Term.
6. Notices. All notices, requests, or other communications hereunder shall be in writing and
either transmitted via overnight courier, hand delivery or certified or registered mail, postage
prepaid and return receipt requested to the parties at the following addresses. Notices will
be deemed to have been given when received.
To GTA To Recipient
Georgia Technology Authority Information Technology
The City of Augusta, GA
100 Peachtree Street, Suite 2300 530 Greene Street, A-101
Atlanta, GA 30303 AUi!usta, GA 30911
404-463-2300 706-821-2522
GTA and the City of Augusta, GA - MOU Version 1.0 -Created on 12/19/2006 12:14:00 PM Page 3 of 10
Attn: Office of General Counsel Attn: Office of Information
Technology
7. LIMITATION OF LIABILITY. GTA'S TOTAL LIABILITY TO RECIPIENT IS LIMITED TO
THE DISBURSEMENT AMOUNT. GTA SHALL NOT HAVE ANY LIABILITY OR
OBLIGATION TO RECIPIENT IF RECIPIENT EXPERIENCES COST OVERRUNS FOR
THE PROJECT. GTA SHALL NOT BE LIABLE TO RECIPIENT FOR ANY INDIRECT,
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES,
INCLUDING WITHOUT LIMITATION LOSS OF USE OR LOST BUSINESS, REVENUE,
PROFITS, OR GOODWILL, ARISING IN CONNECTION WITH THIS MOU, UNDER ANY
THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE,
EVEN IF GTA KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES. THE TOTAL LIABILITY OF GTA TO RECIPIENT IN CONNECTION WITH
THIS MOU, FOR ANY AND ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING,
WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY,
NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS,
SHALL BE LIMITED TO THE LESSER OF: (A) DIRECT DAMAGES PROVEN BY
RECIPIENT; OR (B) THE PORTION OF THE DISBURSEMENT AMOUNT ACTUALLY
DISBURSED BY GTA TO RECIPIENT PRIOR TO THE DATE THE CAUSE OF ACTION
AROSE. NOTHING IN THIS SECTION SHALL LIMIT GTA'S LIABILITY: (A) IN TORT FOR
ITS WILLFUL OR INTENTIONAL MISCONDUCT; OR (B) FOR BODILY INJURY OR
DEATH PROXIMATELY CAUSED BY GTA'S GROSS NEGLIGENCE; OR (C) LOSS OR
DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY PROXIMATELY
CAUSED BY GTA'S GROSS NEGLIGENCE.
8. Waiver and Severabilitv. The waiver by either party of any breach of any provision of this
MOU shall not be deemed to be a waiver of such provision on any subsequent breach of
the same or any other provision of this MOU. Any such waiver must be in writing in order to
be effective, and no such waiver shall establish a course of performance between the
parties contradictory to the terms hereof. All provisions of this MOU are severable, and the
unenforceability or invalidity of any of the provisions will not affect the validity or
enforceability of the remaining provisions. The remaining provisions will be construed so as
to carry out the full intention of the parties.
9. Governino Law. This MOU shall be governed by and interpreted in accordance with the.
laws of the State of Georgia.
10. Assionment and Deleoation. Recipient shall not assign any of its rights or delegate the
performance of any of its duties under this MOU without GT A's prior written consent. Any
purported assignment or delegation shall be null and void.
11. Fundino. The parties acknowledge that institutions of the State of Georgia are prohibited
from pledging the credit of the State. If the source of payment for the charges payable
hereunder no longer exist or are determined to be insufficient, this MOU shall terminate
without further obligation of GT A or the Recipient as of that moment.
12. Order of Precedence. The contractual relationship between GT A and Recipient shall be
governed by the following order of precedence: (a) the provisions of this MOU; (b) the
Application Packet; and (c) the Recipient's application.
GT A and the City of Augusta, GA - MOU Version 1.0 -Created on 12/19/2006 12: 14:00 PM Page 4 of 10
13. Entire AQreement. This MOU, including all Exhibits and documents incorporated
hereunder, constitutes the entire agreement between the parties with respect to the subject
matter and supersedes any and all other prior and contemporaneous agreements and
understandings between the parties, whether oral or written. No amendment to this MOU
shall be valid unless made in writing and signed by both parties.
IN WITNESS WHEREOF the parties have executed this MOU on the date first written
above.
GEORGIA TECHNOLOGY AUTHORITY
By y~?
RECIPIENT: ~/4) IA 5~.1 0A
By CJ!y.>fye-- Uf57
Name: 'V~cr.YP ). Ci'/-tfxlt--lAvg~
Name7CLi-r 7 c...-k. mDO<e.
b)leCv--+0IC Dye.e-for-
Title: Vv1k-O,z
Title:
Date:
Lr-c -C:;7
Date:
"3 !-z-~ !V'-1
GTA and the City of Augusta, GA - MOU Version 1.0 -Created on 12/19/2006 12:14:00 PM Page 5 of 10
EXHIBIT A
Project Schedule
GTA will reimburse Recipient for up to 75% of Recipient's actual permitted expenses for
the project, based on successful completion and verification of specific milestones as
described in the Recipient's application for each of the following phases of the project
and subject to the completion of all of the activities listed for each phase below. The
payment schedule shall be based on the expected completion dates set forth below. The
terms and conditions of the MOU shall apply to all disbursements.
Project Startup
Activities to be completed during this phase:
o MOU Complete (Project Manager, Org Structure, Business Model, Intended Coverage Area, Project Plan)
o Community outreach and concept validation complete
o Market demand assessment complete
o Financial model complete
o Functional roles defined and allocated
o Vendors / Operators / Consultants selected
o Conceptual network design complete including network elements, authentication, and security
o Vertical and communications assets catalogued and rights of way planned
o Revised schedule complete
6/1/2007
$168,750
$84,375
Infrastructure Build out and Verification
Activities to be completed during this phase:
o Rights of way acquired and vertical asset installations pennitted
o Existing communications infrastructure, if used, adapted for the new network
o Physical network deployed and schematic provided to GTA
o Network is powered
o Communication verified between components of the network
2/7/2008
$168,750
$84,375
Network Services Deployment and Verification
Activities to be completed during this phase:
o Minimum WCG requirements verified (3.1)
o Expected capacity of the network verified
o Latency of the network measured
o Expected reliability of the network verified
o Answers to WCG Additional Considerations (3.3) catalogued and evaluated
o Economic, educational, and government services and applications launched
o Internet service provisioned for the network
9/8/2008
$168,750
$84,375
Project Closeout and Project Verification
Activities to be completed during this phase:
GTA and the City of Augusta, GA - MOU Version 1.0 -Created on 12/19/2006 12:14:00 PM
Page 6 of 10
0 Metrics on use of customer applications
0 Complete network design schematic
0 Network Security Audit Results
0 Income statement
0 Network reliability assessment
0 Project Closeout report complete with measurement of economic, educational, and government benefits achieved
and outlook for additional benefits in the future. Measures of economic sustainability and growth provided.
10/15/2008 $56,250 $28,125
Total $562,500 $281,250
GTA and the City of Augusta, GA - MOU Version 1.0 -Created on 12/19/200612:14:00 PM
Page 7 of 10
EXHIBIT B
Scope of Work
The following summarizes the scope of work of the Recipient. Recipient pledges to fulfill
the overall program as stated in the Recipient's WCG Application and any exceptions
are noted below.
In cases of conflict, this Scope of Work document takes precedence over the Recipient's
WCG Application.
ITEM AGREEMENT
I Name Of Central Point Of GT A Central Point of Contact:
Contact And Key Members Mr. Gary Hewett
Of Project Team
Assistant Director, Information Technology
City of Augusta
hewett@augustaga.gov
Contact: (706) 821-2525
Project Team
Name Project Responsibilities
Gary Hewett Primary Project Contact
T ameka Allen Secondary Project Contact
Kevin luce Tertiary Project Contact
Currently Vacant Wireless Project leader
Billy Yates Geographical Analysis
Russ Burden Network Engineering
Paul lagasse' Network Administration
Tim Whisnant Network Administration
Kristal Singletary Financial Reporting
Karen Nixon Marketing & Community
Relations
II. Network RF Footprint 4 square miles
III. Minimum Community Match $281,250
IV. Minimum Community $50,000.00
Reserve Funds
GTA and the City of Augusta, GA - MOU Version 1.0 -Created on 12/19/2006 12:14:00 PM Page 8 of 10
V. Business Case Model Description:
City of Augusta
Wireless Communities Georgia
Business Model Description
Augusta evaluated three (3) business models during the process of submitting Augusta's Wireless
Grant Application to the Wireless Communities Georgia evaluation team. Augusta has since added the
model of a Private Non-Profit and a Community Based Ownership to our evaluation criteria. Below is
an oudine of the business rationale behind our preliminary selection of Full Vendor/Service Provider
Owned System with Government as Anchor Tenant as the current business model of preference.
As stated in our verbal presentation, Augusta will be hiring a consultant to evaluate our selection of
Full Vendor/Service Provider Owned System with Government as Anchor Tenant as the business
model of preference. The consultant will also assist in the creation of a Request for Qualifications
(RFQ) to facilitate the selection of a partner to build, own, and operate the wireless network.
The business objectives for the network will remain the same regardless of the model selected. The
fundamental objective is to provide reliable wireless access to all customers within the footprint for
daily use. In addition to daily use, Augusta is intending to provide wireless access on a daily basis for
the visiting customer that has no need for long term access.
Augusta will also overlay a portal that will be leveraged to produce revenue. This portal will provide
news, event information, and locate services for the customer. This portal will be marketed once
Augusta has established an attractive customer base. Since Augusta has decided to take a conservative
approach to revenue forecasting these anticipated revenues are not factored.
GTA and the City of Augusta, GA - MOU Version 1.0 -Created on 12/19/2006 12:14:00 PM
Page 9 of 10
VI. Exceptions to Recipient's Wireless Communities Georgia Application:
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