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HomeMy WebLinkAboutCelluar One Augusta Richmond GA DOCUMENT NAME: l2t..1 \ Vl \ Qf 0 0 [ DOCUMENTTYPE:~~r~~~ YEAR:(j \ BOX NUMBER: ) Li ' FILE NUMBER: 101531 NUMBER OF PAGES: 3 ~ (' '" I ; CONTRACT /' "] This Contract is entered into on and as of "~t~M.' , 2001, by and between AUGUSTA, GEORGIA, a political subdivision of the S ate of Georgia, acting by and through the Augusta-Richmond County Commission and CellularONE@, a corporation organized and existing under the laws of Augusta, Georgia. 1. DEFINITIONS As used in this Contract the terms below are defined as follows: a. ," Augusta" shall mean the political subdivision created by the consolidation of Richmond County, Georgia and the City Council of Augusta, acting by and through the Augusta-Richmond County Commission. b. "Using Depci.rtment" shall mean the Augusta-Richmond County Commission, c, "Contract Administrator" shall mean the individual and/or department assigned to administer this Contract, to wit: the Augusta-Richmond County Department ofInformation Technology d. "Contractor" shall mean CellularONE@, whose authorized representative is Mike Brewerton, General Manager, which representative is responsIble for the performance obligation of the Contractor under the Contract. e. "Commission" shall mean the Augusta-Richmond County Commission. 2. CONTRACT PERIOD , ' The-term of this Contract shall be two (2) years from the date of adoption. This Contract may'be renewed for such additional periods as the parties hereto may mutually agree upon. 3. PROVISION OF SERVICES Contractor hereby agrees to provide to Augusta the servi<?es described below, on an as-needed and as-requested basis: A. Each cellular number shall be assigned to the individual user, identified by name; . Contractor will provide this service within 90 calendar days of effective date of contract . 1 .. .., r B, The invoice for each cellular number shall list all related charges. Detail billing will provide a call record, associated roaming and toll charges, access, features, overages, local airtime, roaming and long distance charges. ' C. A page break will be provided to separate each new cellular number; D. Each cellular number service will be assigned a department code. All cellular numbers assigned the same department code will be listed together on the monthly bill. E. Two copies of the monthly bill shall be provided; F. Replacement charges for standard issue cellular phones under the fair wear and tear clause will be as quoted for each style phone listed on the pricing sheet ofthe bid (See Attachment A -Section 6 Pricing information) ; G, Fair wear and tear shall involve any damage to a phone reducing the quality of the service other than abuse, loss, theft or water damage; H. Repair of any piece'of equipment is at no cost to Augusta-Richmond County if, repairs are due to damage resulting from fair wear and tear. All equipment that is in service at the signing of this contract shall be covered for the duration of the contract. 1. Upon deeming the equipment damage has resulted from abuse, loss, theft or water damage, Augusta will be billed the repair costs or replacement price listed on ' the pricing sheet of the bid (See Attachment A- Section 6, Pricing information; The repair costs or replacement price will be assessed to the department code of the assigned user Billing for repair costs or replacement will be included in the monthly bill and identified as repairs. Contractor shall submit all billing to the Accounting Department, 530 Greene Street, Augusta, Georgia 30911, 4. CONTRACT AMOUNT' In consideration of the services identified above, and subject to the "Non- Appropriation of Funds" clause herein, Augusta certifies that sufficient funds are budgeted and appropriated and shall compensate the Contractor. 07 per minute for local access, .25 per minute for roaming within Georgia and South Carolina, .99 per minute for roaming outside Georgia and South Carolina and $1.95 for Network Access. Contractor agrees that it shall not invoice, or receive any payments in excess of this amount. Contractor specifically acknowledges and agrees that it shall not receive payment or reimbursement for expenses, including those relating to travel, purchase of supplies or related items. 2 ~ i' 5. TIME OF ESSENCE AND COMPLETION Time shall be of the essence to this Contract, except where it is herein specifically provided to the contrary. 6. KEY PERSONNEL Contractor shall provide personnel that are adequately trained to provide all services under (Section 3. PROVISION OF SERVICES of this agreement). 7. INSPECTION AND ACCEPTANCE All tasks and reports shall be conducted- and completed in accordance with recognized and customarily accepted industry practices, and shall be considered complete when the Contract Administrator in writing approves the products as acceptable, In the event of rejection of any report or deliverable, Contractor shall be notified in wr}ting and shall have ten (10) working days from date of issuance of notification to correct the deficiencies and re-submit the report/deliverable. Failure to submit acceptable work within said ten-day period shall constitute a breach of this contract for which the Contractor may be held in default. 8. ASSIGNABlLITY OF CONTRACT Augusta hereby consents to assignment of this contract to Verizon Wireless. In the event Contractor or Verizon Wireless seek to assign thi.s Contract, or any part of this Contract to any other party, Contractor or Verizon wirel,ess must obtain the prior written consent of Augusta. Granting of such consent shall be in the sole discretion of Augusta. . 9. MODIFICATIONS OR CHANGES TO THIS CONTRACT All modifications and changes to this Contract shall be in writing and signed by both parties. The Contract Administrator, subject to the approval of the Commission, shall have the authority to order changes in this Contract, which affect the cost or time of performance. Such changes shall be ordered in writing specifically designated to be a "Change Order." Such change orders shall be limited to reasonable c~anges in the services to be provided or the.time of delivery; provided that the Contractor shall not be excused from performance under the changed Contract by failure to agree to such changes, and it is the express purpose of this provision to permit unilateral changes in the Contract now subjett to the conditions and limitations herein. Contractor is not required to perform any work described in any Change Order unless Contractor ,has received a written certification from Augusta that ,states there are sufficient funds budgeted and appropriated, to cover the cost of such change order.. Contractor shall make a demand for payment for completed changed work within thirty (30) days of 3 ": " . completion of Change Order, unless 1) such time period is extended in writing, or 2) the Director of Purchasing requires submission of a cost proposal prior to the initiation offor any changed work or services Augusta may elect to honor any claim- or demand not submitted in compliance with this provision, unless Augusta was unduly prejudice by the non-compliance. No claim for changes ordered hereunder shall be considered if made after final payment in accordance with the Contract. 10. EMPLOYMENT DISCRIlVIINATION During the performance of this Contract, Contractor agrees as follows: a. Contractor will not discriminate against- any employee qr applicant for employment because of race, religion, color, sex, disability, or national origin, except where religion, sex, or nation origin is a bona fide occupational qualification reasonably necessary to the normal operation of Contractor. Contractor agn;es to post, in conspicuous places, notices setting forth the provisions of this nondiscrimination clause. - b. Contractor, in all solicitations or advertisements for employees placed by or on behalf of' Contractor, will state that such Contractor is an equal opportunity employer, c. Notices, advertisements, and solicitations placed in accordance with Federal law, rule, or regulation shall be deemed sufficient for the purpose of meeting the requirements of this section. Contractor will include the provisions of the foregoirig paragraphs a, b, and c in every subcontract or purchase orders so that the provisions will be binding upon each subcontractor or vendor. 11. TERMINATION FOR CONVENIENCE OF AUGUSTA; TERMINATION BY CONTRACTOR The parties agree that Augusta may terminate this Contract or any work or delivery required hereunder, from time to time, either in whole or in part, whenever the Commission, on recommendation from the Contract Administrator, shall determine tliat such termination is in th~ best interest of Augusta. Termination, in whole or in part, by Augusta shall be effected by delivery ofaNotice of Termination signed by the Mayor, mailed or delivered to Contractor, and specifically setting forth the effective date of termination, which date shall not be sooner than sixty (60) days from the date of the Notice. Upon receipt of such Notice, Contractor shall: 4 ~ t"" . -; .' a. Cease any further work due under this Contract, on the date, and to the extent, which may be specified in the Notice; and b. Use its best efforts to mitigate any damages that may be sustained by him as a consequence of termination under this clause. In the event this Contract is terminated as provided above, the contract amount set forth herein shall be prorated on a monthly basis and Contractor shaLl be paid for all work performed up to the date of termination. Termination by Contractor shall be effected by delivery of a Notice of Termination signed by Mike Brewerton as its General Manager, mailed or delivered to the Augusta-Richmond County Administrator, providing the effective date of termination, which date shall not be sooner than sixty (60) days from the date of the Notice, 12. TERMINATION FOR DEFAULT Either party may terminate this Contract, without further obligation, for the default of the other party or its agents or employees with respect to any agreement: or provision contained herein. ' 13. EXAMINATION OF RECORDS Contractor agrees that Augusta or any duly authorized representative shall, until the expiration of three (3) years after final payment hereunder, have access to and the right to examine and copy any directly pertinent books, documents, papers, and records of Contractor involving transactions related to this Contract. For purposes of this provision, the right to examine and copy books, documents, papers and records 9f Contractor specifically includes the right of Augusta to conduct a financial audit of such records for purposes of confirming Contractor's compliance with the .terms and conditions' of this Contract. 'Contractor further agrees to include in any subcontract entered into as a result of this contract, a provision to the effect that the subcontractor agrees that Augusta or any duly authorized representative shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine and copy any directly pertinent books, documents, papers, and records of such Contractor involved in transactions related to such subcontract, or this Contract. The term subcontract as used herein shall" exclude subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general' public. The period of access provided in the paragraphs above for records, books, documents, and papers which may be related to any arbitration, litigation, or the, settlement of claims arising out of the performance of this contract or any subcontract shall continue until any ~ppeals, arbitration, 5 " ~ .~ . litigation, or claims shall have been finally disposed of. 14. D][SPUTES The Contract Administrator shall decide disputes with the Contractor. The contract Administrator shall reduce his decision to writing, and with in- ten (10) days, by mail or other acceptable means, provide Contractor with copy of that decision. Contractor may appeal the Administrator's decision to the Augusta-Richmond County Commission. Decisions by the Commission shall be final and binding unless set aside by a court of competent jurisdiction as fraudulent, capricious, arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not be supported by any evidence. Pending a final determination of a properly appealed decision of the Administrator, Contractor shall proceed diligently with the performance ofthe Contract in-accordance with that decision. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, U.S.A. All claims, disputes and other matters in question between Augusta and Contractor arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond Cou.nty, Georgia. Contractor, 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. INDEMNIFICA TION; INSURANCE Contractor agrees to indemnify and hold harmless Augusta from any and all claims in any way related to or arising out of any failure of Contractor to perform its obligations hereunder or related to or arising out of any damage or injury to property or persons, occurring or allegedly occurring as a result of Contractor's activities pursuant to this Contract, including reasonable attorney's fees and expenses oflitigation incurred by Augusta in connection therewith. For purposes of this provision, "Augusta" includes Augusta and Richmond County, Georgia, the Augusta- , Richmond County Commission and its individual members, and all employees, agents, representatives, elected officials, and officers of Augusta ~d Richmond County, Georgia. Without limiting the foregoing, Contractor further agrees to maintain at all times d~ring said period, at Contractor's expense, comprehensive and general public liability insurance coverage against claims for personal injury, death and/or property damage occurring in connection with Contractor's performance of its duties and obligations under this Contract, with limits of coverage of not less than $500,000.00 for personal injury (including death) per person and $LOOO,ooO.OO per occurrence. Contractor shall pay the cost of premiums for all policies of insurance required by this Contract. All policies providing insurance coverage required to be maintained by Contractor hereunder shall list Augusta, Georgia, the Augusta-Richmond County Commission and its officials, officers, agents, members, employees and successors as named insured, as their interests may appear, and shall be issued by an insurance carrier or carriers licensed to do business in the State of Georgia and 6 ~ " , . ; reasonably acceptable to Augusta. All such policies shall provide that no act or omission of Contractor or its agents, servants, or employees shall in any way invalidate any insurance coverage for the other named insured. No insurance policy providing any insurance coverage required to be provided by Contractor hereunder shall be cancelable without at least 15 days advance written notice to Augusta. Contractor shall provide all insurance policies required hereunder, or copies thereof, to Augusta. 16. INTEGRATION CLAUSE This Contract, and any and all exhibits thereto, and/or documents incorporated by reference into this Contract, shall, constitute the whole agreement between the parties, The bid specification entitled and the bid offer of Contractor are herein incorporated in'this agreement. There are no promises, terms, condition, or obligations other than those contained herein, and this Contract shall supersede all previous communications, representations, or agreements, written or verbal, between the parties hereto related to the Provision for Services described herein. [SIGNATURES ON NEXT PAGE] 7 1[' "' .f . 'j IN WIThTESS WHEREOF, the parties have set their hands and seals as of the date first written above. By: Bob Young As its Mayor '" [S~] ~/ , , , , ........-,---- , , CellularONE@ D~"7"'\' By: By: Mi e Brewerton As its General Manager ATTEST: Corporate Secretary [SEAL] 8