HomeMy WebLinkAboutMoblie Data
Augusta Richmond GA
DOCUMENT NAME:JVl~b i If b~
DOCUMENT TYPE: ~ Ye~mtl0-f
YEAR: tfJ;tii)
BOX NUMBER: t.D
FILE NUMBER: l4 q~ 1
NUMBER OF PAGES:
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MOBILE DATA AGREEMENT
TIDSMOBILE DATA SERVICE AGREEMENT ("User Agreement") effective July 20, 2000,
2000 is entered into by and benveen SCAi'iA Communications, Inc. (hereinafter "SCANA
Communications" or "SCI"), a South Carolina corporation, which serves as manager of the Mobile Data
Nenvork (as. hereinafter "Mobile Data Nenvork" or "Nenvork"); Augusta, Georgia, a political
subdivision of the State of Georgia (hereinafter "User"), which will utilize the Mobile Data Nenvork; and
SCI and User (referred to as the "Licensees"), which hold the licenses on the Mobile Data Nenvork
which User wiil utilize. This User Agreement is subject to acceptance by SCI. No additions or
subtractions by User to this User Agreement are acceptable unless and until expressly agreed upon by
SCI.
WHEREAS, SCI and the Office of Information Resources of the South Carolina Budget and
Control Board for and on behalf of the State of South Carolina ("State") entered into an "800 MHz
Trunking Agreement" dated November 15, 1995 ("State Contract");
WHEREAS, the South Carolina State Contract provides that SCI will operate and manage a non-
profit, cost sharing, wide-area 800 :MHz trunked voice radio system throughout portions of South
Carolina and Georgia; SCI will operate and manage the Mobile Data Nenvork as a nonprofit, cost shared
system.
WHEREAS, SCI as the Licensee has entered into this Agreement In accordance with the
requirements of Federal Communications Commission Rule 90.179(d).
WHEREAS, User desires construction and service on the Mobile Data Nenvork pursuant to the
terms of this User Agreement
NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, SCI and the User hereby covenant and agree as follows:
1. ACCEPTANCE
This document, is an offer to the User which will become a contract when accepted in writing by
an officer of SCI. The banking, negotiation or other use of any payment by SCI shall not constitute an
. acceptance hereof by SCI. It is agreed that service will be provided only on the terms and conditions
herein. SCI shall not be bound by the terms and conditions in User's purchase order or elsewhere unless
expressly agreed to in writing. Acceptance of services hereunder shall constitute an acceptance of these
terms and conditions.
2. MOBILE DATA SERVICES
2.1 User agrees to pay for the services provided, on a non-profit, cost-shared basis in
accordance with Section 90.179 of the rules of the Federal Communications Commission ("FCC"), 47
C.F.R. 9 90.179 (1995). Billing will commence on the first day of the calendar month after construction
of the four (4) mobile data sites is complete and service is available to the User. Any partial month or
partial service or coverage will.be prorated. The User and SCI understand and agree that User may load
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Mobile Data units on the system as it desires for a flat monthly fee as is indicated below.' The User shall
be responsible to coordinate all system loading with SCI. Network unit loading will be limited to the
equipment resources pr~vided in this agreement.
Date to Activate
Number of Mobile Data Units
. Monthly Service Charges Due
Four (4) months for 1 st site, SIX
(6) months for completion
No minimum
Requirement
$7,500.00 per month for four (4)
site coverage.
2.3 User understands and agrees that any and all programming of User equipment or other
related expenses associated with the service provided to User under this Agreement shall be the
responsibility of and paid for by User.
2.4 The User understands and agrees that NCIC (National Crime Information Center) and
GCrC (Georgia Crime Information Center) access, CAD (Computer Aided Dispatch), RMS (Records
Management System), access to information, security, maintenance of Users equipment, installation and
software for the Mobile Data system will be the responsibilitY of the User.
2.5 SCI and the User agree that SCI shall install a Motorola DataTACTM wireless mobile data
network with data rates as high a 19.2 Kbps with a wireless data protocol (RD-LAP). The wireless
network will support a wide variety of User provided applications including mobile data and A VL. The
User understands that the unit capacity at each site may vary and change based on the number and type of
applications selected by the User.
2.6 The User understands that SCI has included in the quoted monthly service charge, single
T-l service from the PalmettoNet fiber POP located in Augusta, GA, to the mobile data RNC switch in
Columbia. The User agrees to provide the connection from the PalmettoNet location to the Augusta-
Richmond network equipment. The User shall be responsible for the connection and maintenance of the
User's fiberlT-1 connection from the PalmettoNet POP location to the User's equipment. If additional
bandwidth beyond one T-l is required the User and SCI shall negotiate a separate agreement for the
additional bandwidth.
2.7 scr and the User understand and agree that scr shall provide four (4) mobile data
transmitter sites (Augusta, North Augusta, McBean and Blythe) and associated Network maintenance.
The Network equipment shall be . located adjacent to the SCT 800 MHz voice network equipment. Each
site shall be equipped with one (1) mobile data transmitter for the service charge quoted. SCI will utilize
capacity within the existing T -l's of the voice system to connect the transmitter sites to the mobile data
. RNC switch located in Columbia, SC. The User shall be responsible for all field equipment (mobile data
units & mobile transmitters) its maintenance, installation and software.
2.8 SCI and User agree that the User shall be responsible for the programming cost of SCI'S
RNC switch, network reconfiguration, design and hardware necessary to provide for the transport on the
T -1 to the User. SCI will utilize Motorola's technical services for the programming of the RNC and pass
those costs through to the User without any mark-up or administrative costs. Depending on the
application software utilized by the User and number of applications selected by the User, Motorola's
estimated cost is between $15,000 to $25,000.
2.9 SCI and User jointly agree to provide FCC licensed frequencies for the Network. SCI
intends to provide one (1) licensed frequency at the Augusta and North Augusta sites for the Network.
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The User agrees to provide (1) one licensed frequency at the McBean and Blythe sites for the Network.
Initial plans are to utilize one (1) of.!he unused frequencies already licensed by the Users at the McBean
and Blythe sites. Both ~CI and the User agree and understand that frequency availability and changes in
FCC rules and regulations may alter the availability, distribution and location of SCI and User licensed
frequencies.
3. REGULATORY ISSUES
3.1 It shall be the responsibility and obligation of User to seek all approvals including
federal, state, county, municipal or other governmental authority having jurisdiction over User in order to
enter into this Agreement.
3.2 SCI and the State. of South Carolina have secured a joint waiver from the FCC, which
grants a waiver of the FCC's eligibility rules to allow Power Radio and Public Safety/Special Emergency
eligibles to share certain radio stations. The obligations of SCI hereunder are contingent upon approval
of any additional regulatory action required of SCI by the FCC.
3.3 User understands that pursuant to the FCC's rules, only certain entities are qualified to
utilize the Network. User represents and warrants that it will meet all FCC eligibility requirements to
utilize the Network during the term of this User Agreement.
3.4 User understands and acknowledges that some or all of the licenses pursuant to which the
Network operates are held by SCI. The User further understands that they will be operated in accordance
with Section 90.179(d) of the FCC's rules. The method of operation for the Network is as set forth in the
800 MHz USER AGREEMENT dated Janllary 6, 1998 ("800 MHz User Agreement"), and the SYSTEM
MANAGEMENT AGREEMENT dated January 6, 1998 ("System Management Agre'ement"). The
components of the Network are the licenses, stations, T -1 's and associated equipment belonging to or
leased to SCI. User acknowledges that all shared transmitters use must be subject to the Licensee's
control.
3.5 User understands that SCI can discontinue service, remove one or more licenses from the
Network, or take any other steps that they reasonably believe are in the best interests of the Network or is
necessary to comply with any federal, state, or local law, order, or directive. Any such action shall not
give rise to any claim on the part of User.
4. TERlVI
This Agreement will remain in full force and effect from the date same is executed by both
parties and shall expire ("Termination Date") upon the earliest to occur of (a) six: (6) years from the date
of execution; or (b) the last day of any Renewal Period (defined below); or (c) the termination of the 800
MHz User Agreement. Unless User notices SCI in writing of its intent not to renew this Agreement,
and/or the 800 MHz User Agreement, at least 180 days prior to any potential Termination Date, this
Agreement shall renew automatically ("Automatic Renewal") on the same terms and conditions set forth
herein (unless otherwise amended by the parties) for two (2) year term ("Renewal Period") on (i) the
Termination Date and/or (ii) the last day of each Renewal Period. Thereafter, this Agreement shall
automatically extend for successive one (1) year periods provided that either SCI or User may terminate
this agreement on written notice to the other party one-hundred eighty (180) days prior to the end of any
such extension period sent by certified mail to the address indicated herein and, provided further, that this
Agreement shall terminate automatically if the frequency authorizations under which service is provided
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are revoked by the FCC.
If terminated by' User other than for a breach by SCI, the User shall be responsible for a lump
sum payment of 75% the outstanding monthly service charge payments remaining in the six (6) year
service agreement. SCI at its sole option may agree to negotiate the lump sum payment and/or sale of the
Network equipment, lease agreements and associated equipment to the User.
If terminated by SCI, SCI shaIl allow the User the option to purchase the Network equipment,
lease agreements and associated equipment where permissible by law or contract agreement. At any time,
at SCI's sole option, this Agreement may be terminated immediately and without notice if the frequency
authorization(s) (which may be h~ld by User or SCI) under which the Network operates is (are) revoked
by the FCC.
5. ASSIGNMENT; SUBCONTRACT
This Agreement is a privilege for the personal benefit of User and may not be assigned in whole
or in part by User to any other person or entity. SCI reserves the right to assign this Agreement or
subcontract any of its obligations hereunder. No Licensee will transfer a license associated with the
Network unless the proposed transferee agrees to be bound by this Agreement.
6. ADDITIONAL EQUIPMENT
If User is not in default, then at any time during the term of this Agreement or any renewal period
hereof, additional service, transmitters or sites may be negotiated for an additional monthly fee if SCI
determines that such additional service is technicaIly feasible. The amount of contributions required of
User wiIl increase accordingly.
7. COVENANTS OF USER
User agrees (a) to observe and abide by all applicable statutes, laws, ordinances, rules and
regulations, including but not limited to those of the FCC, and (b) to operate its radios and any related
equipment so as .not to cause undue interference.with users of the Wide-Area Voice Network operated by
SCI. User recognizes that applicable FCC rules and other statutes, laws, ordinances, rules and regulations
may change from time to time and that, accordingly, SeI in its sole discretion has the right without
liability to modify this Agreement to comply with any such changes.
8. COVERAGE
8.1 System coverage prediction is based on the knowledge of the propagation of radio
signals, and the ways in which they are attenuated as they travel through the atmosphere, over terrain,
through trees, around buildings; and around various obstacles. Predicted coverage is dependent on many
factors including the foIlowing: (1) transmitter power; (2) receiver sensitivity; (3) antenna gains; (4)
transmission line loss; (5) antenna height; (6) noise; (7) tree density; (8) buildings; (9) terrain variations;
(10) atmospheric conditions, (11) interference from other stations and mobiles, (12) data type and (13)
length of
data stream. Coverage is also dependent on the User factors including: (1) antenna type and location; (2)
radio programming; (3) battery condition; (4) maintenance of the radio and (5) firmware version.
8.2 User acknowledges that the predicted coverage is based on mobile coverage and one
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hundred percent (100%) coverage of any area at all times is improbable. Testing and .experience with
actual field conditions indicate adverse propagation conditions, such as short-term unpredictable
meteorological effects ,!nd sky wave interference from distant stations, can interrupt service at any time.
Such events are beyond the reasonable control of SCI and the Licensees. Other causes beyond the
reasonable control of SCI include but are not limited to motor ignition and other electrical noise that
could be minimized by corrective devices at User's expense.
8.3 SCI shall provide the User with a predicted coverage maps of the Network. The User
shall be provided thirty (30) days to test the coverage of the Network upon its completion. The User shall
provide SCI a letter confirming the acceptance of the Network coverage within thirty (30) days of
completion of the Network. SCI and the User agree that in absence of a Network coverage acceptance
letter within the sixty (60) days period implies acceptance. Coverage shall be tested as provided in the
800 MHz User Agreement.
9. DEFAULT A1~ REMEDIES
9.1 If User fails to make any payment of any sum due or fails to perform as required by any
other provision hereunder, and continues in such failure for thirty (30) days after written notice has been
sent by SCI to User, the User shall be deemed in default under this User Agreement.
9.2 Either party may terminate this Agreement for a material breach of the Agreement by the
other party after giving written notice of breach and allowing the other party thirty (30) days to correct
the breach. Neither party shall terminate this Agreement in the event of default without giving the other
party thirty (30) days written notice of intent to terminate after failure of the other party to correct the
breach within thirty (30) days.
In the event of default, SCIhas the right, at its option, to terminate this User Agreement, retain all
payments made hereunder, collect a lump sum payment of 75% of the remaining monthly payments
under the agreement, deny User any service provided by the Network or systems identified herein, and
impose a separate charge for disconnect and a separate charge for reconnect expenses, each in the same
amount stated as the initial activation charge on the Service Activation. If disconnect takes place, User
may also be subjected to additional costs for reprogramming its equipment. Each and all of the rights and
remedies of SCI and User hereunder are cumulative to, and not in lieu of, each and every other such right
and remedy and every other right and remedy afforded by law and equity
9.3 No action or inaction taken at any time pursuant to this Agreement, including the failure
. to require performance of any obligation provided for in this Agreement or any investigation by or on
behalf of either Party, shall in any way affect the right to require such performance at any time thereafter
or be deemed to constitute a waiver by the Party taking or not taking such action of compliance with any
representation, warranty, covenant or agreement contained herein. The waiver by either Party hereto of
any default, misrepresentation or breach of any provision of this Agreement shall not operate or be
construed as a waiver of any prior or subsequent breach of the same or any other such provision or
constitute a waiver of the responsibility or obligation itself.
10. DISCLAIMER OF WARRANTIES A1~ LIMITATIONS OF REMEDIES
10.1 USER ACKNOWLEDGES AND AGREES THAT SCI IS NOT THE
MANUFACTURER OF ANY RADIO FREQUENCY EQUIPMENT OR ANY OTHER EQUIPMENT
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USED BY SCI TO PROVIDE RADIO SERVICE. SCI HEREBY DISCLAIMS ALL
REPRESENTATIONS AND WARRANTIES, DIRECT OR INDIRECT, EXPRESS OR IMPLIED,
WRITTEN OR ORAL, IN CONNECTION WITH THE EQUIPMENT OR SERVICE (WHETHER
. . .
PURCHASED OR LEASED BY USER FROM SCI OR ANOTHER), INCLUDING BUT NOT
LIMITED TO, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES OF SUITABILITY,
DURABILITY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. SCI TO
THE EXTENT PERMITTED BY LAW ASSIGNS TO USER ANY AND ALL MANUFACTURERS'
WARRANTIES RELATING TO EQUIPMENT PURCHASED BY USER, IF ANY, AND USER
ACKNOWLEDGES RECEIPT OF ANY AND ALL SUCH MANUFACTURERS' WARRANTIES.
10.2 USER ACKNOWLEDGES AND AGREES THAT ITS SOLE Ai'ID EXCLUSIVE
REMEDY IN CONNECTION WITH ANY DEFECTS IN ANY EQUIPMENT, INCLUDING
MANUFACTURE OR DESIGN, SHALL BE AGAINST THE MANUFACTURER OF THE
EQUIPMENT UNDER THE MANUF ACTURERS' WARRANTIES Ai~D THAT SCI SHALL HAVE
NO LIABILITY TO USER IN ANY EVENT FOR ANY LOSS, DAMAGE, INJURY, OR EXPENSE
OF Ai'N KIND OR NATURE RELATED DIRECTLY OR INDIRECTLY TO ANY EQUIPMENT OR
SERVICE PROVIDED HEREUNDER. WITHOUT LIMITING THE ABOVE, SCI SHALL HAVE NO
LIABILITY OR OBLIGATION TO USER, IN EITHER CONTRACT OR TORT, FOR SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCURRED BY USER, SUCH
AS, BUT NOT LIMITED TO, CLAIMS OR DAl\1AGES FOR PERSONAL INJURY, WRONGFUL
DEATH, LOSS OF USE, LOSS OF At'\fTICIPATED PROFITS, OR OTHER INCIDENTAL OR
CONSEQUENTIAL DAtYfAGES OR ECONOMIC LOSSES OF ANY KIND RELATED TO At'\fY
EQUIPMENT OR RADIO SERVICE DESCRIBED HEREIN, WHETHER OR NOT CAUSED BY SCT'
NEGLIGENCE, TO THE FULL EXTENT SAME MAYBE DISCLAIMED BY LAW. ANY
REFERENCES TO EQUIPMENT IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO ALL
EQUIPMENT PURCHASED BY USER OR LEASED BY USER FROM SCI, IF At'\fY, OR At'J"OTHER
LESSOR.
11. INTERRUPTION OF SERVlCE; FORCE MAJEURE
Notwithstanding any other provision of this Agreement, SCI shall not be liable to User or any
other person for any loss or damage, regardless of cause, for interruption or loss of radio service except
as described in Section 14 hereof. SCI does not assume and shall have no liability under this Agreement
for failure to provide, or delay in providing, service due directly or indirectly to causes beyond the control
of SCI and/or their subcontractors, including but not restricted to, acts of God, or governmental entities,
or of the public enemy, strikes, or unusually severe weather conditions. In the event of any failure or
delay attributable to the fault of SCI, the Licensees or their subcontractors, User's sole remedy shall be
_ limited as is more fully described in Section 12 below.
12. LIMITATIONS OF LIABILITY; INDEMNIFICATION
12.1 USER UNDERSTANDS AND ACKNOWLEDGES THAT (A) ALTERNATIVE
MEANS OF COMMUNICATION ARE AVAILABLE TO USER; (B) OCCASIONAL
INTERRUPTION OR IRREGULARlTIES IN THE SERVICE MAY OCCUR; AND (C) ANY
POTENTIAL HARM FROM INTERRUPTIONS OR IRREGULARlTIES IN THE SERVICE IS
SPECULATIVE IN NATURE. THE NETWORK CANNOT PROVIDE MOBILE DATA SERVICE AT
RATES WHICH REFLECT ITS VALUE TO THE USER, AND SCI ASSUMES NO
RESPONSIBILITY OTHER THAN THAT CONTAINED IN THIS AGREEMENT. ACCORDINGLY,
USER AGREES TI:IAT EXCEPT AS LJ1.IfITED BY LAW, SCI'S SOLE LIABILITY FOR LOSS OR
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DAMAGE ARISING OUT OF MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS,
OR DEFECTS IN THE SERVICE OR TRANSMISSION OF SERVICE PROVIDED BY THE
NETWORK AND/OR ~CI OR ANY CARRIER, FOR LOSSES OR DAMAGES SHALL BE AS SET
FORTH IN THE STATE CONTRACT.
12.2 SCI shall not be liable for service or equipment interruptions or delays in transmission,
errors or defects in service or equipment when caused by acts of God, fire, war, riots, government
authorities, default of supplier, User equipment or other causes beyond their or any carrier's control.
12.3 User aclmowledges that the radio service provided hereunder uses radio channels to
transmit data communications and that the service may not be completely private. SCI shall not be liable
to User for any claims, loss, damages or cost which may result from lack of privacy on the system.
12.4 To the extent allowed by law, User hereby agrees to save SCI harmless against claims
for libel, slander, infringement or copyright from the material, in any form, transmitted over the radio
system by User or those using User's equipment; against claims for infringement of patents arising from,
combining or using apparatus or systems of the User with the facilities of SCI and/or the Licensees or any
carrier; and against all other claims arising out of any act or omission of User in connection with the
facilities or service provided by SCI.
12.5 SCI shall not be liable for any damage, accident, injury or the like occasioned by the use
of the radio service or the presence of equipment, including 800 MHz radios and other devices, facsimile
units, and ancillary equipment of User and/or SCI except as provided herein.
12.6 SCI shall not be liable for any defacement or damage to User's motor vehicle(s) or any
personal or real property resulting from the presence of 800 MHz radio and ancillary equipment.
12.7 THE LIABILITY OF SCI IN CONNECTION WITH THE SERVICE PROVIDED IS
SUBJECT TO THE FOREGOING LIMITATIONS AND SCI AND THE LICENSEES MAKE NO
WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, AS TO THE PROVISION OF SUCH
SERVICE.
13. NOTICES
All notices, requests, demands, communications or information which are required to be or may
be given under or in connection with this Agreement shall be in writing and shall be deemed given when
delivered personally or by facsimile copy (with transmission confirmed), or upon receipt (or on the date
. rejected or returned if not accepted) after dispatch by certified or registered first class mail, postage
prepaid, return receipt requested, directed to the Party to whom the same is so given or made at the
address or facsimile number of stich Party as hereinafter set forth or such other address or facsimile
number as the Parties may hereinafter designate:
To SCI:
SCANA Communications
Attn: Stephen C. Blackwell
440 Knox Abbott Drive, Suite 240
Cayce, SC 29033
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To User:
Augusta, Georgia
C/o Charles R. Oliver, Administrator
801 Municipal Building
Augusta, Georgia 30911
With additional copy to:
Clifford Rushton
Contract Administrator
Information Technology Department
530 Greene Street, Room A-I0l
Augusta, Georgia 30911-3999
14. WAIVER
Failure or delay on the part of any party to exercise any right, remedy, power or privilege
hereunder shall not operate as a waiver thereof. A waiver, to be effective, must be in writing and signed
by the party making the waiver. A written waiver of a default shall not operate as a waiver of any other
default or of the same type default on a future occasion.
15. GENERAL
No revision of this Agreement shall be valid unless made in writing and signed by an officer of
SCI, as system manager, and an authorized agent of User. This Agreement constitutes the entire
agreement of the parties and shall supersede all prior offers, negotiations and agreements. If any
provision of this Agreement or the application thereof to any person or circumstance shall, at any time or
to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby.
This Agreement is exclusively for the benefit of the parties hereto and shall, under no circumstances, be
deemed to benefit any other party whatsoever. This Agreement shall be construed in accordance with
and governed by the lawsofthe State-of Georgia.
16. ADDITION OF NEW LICENSEES
Each party understands that SCI or User may make their licenses available to the Network. The
parties agree that such licensees, upon making their licenses available to the Network, shall automatically
. be included within the term "Licensees" for purposes of this Agreement.
17. SPECIAL STIPULATIONS
17.1 All claims, disputes and other matters in question between the User and Network arising
out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of
Richmond County, Georgia. The Network, by executing this Agreement, specifically consents to venue
in Richmond County and waives any right to contest the venue in the Superior Court 'of Richmond
County, Georgia.
17.2 Network acknowledges that all records relating to the Agreement and the services to be
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provided under the contract may be a public record subject to Georgia's Open -Records Act (O.C.G.A. 9
50-18-70, et seq.). Network shall cooperate fully in responding to such request and making all records,
not exempt, available f~r inspection and copying as provided by law.
OFFER Mad~
AUGUSTA,G
By:
Att"tdM#~
Title: Ma or
qt,j
CJ>>>
Title: Clerk
Date: ckL.Vj de) ~'
Address:
530 Greene Street
_Augusta, Georgia 30911
OFFER Accepted by:
//
SCANA COMMUNICATIONS, INC., a South Carolina corporation
By.A;jJP~
~ent of SCANA Communication, Inc.
Date: - ~J~' -
APPROVED
AS TO
LEG,4,L1TY
AND FORM.
Gel}'
Address:440 Knox Abbott Drive, Suite 240
Cayce, SC 29033
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