HomeMy WebLinkAboutMOU GEORGIA TECHNOLOGY AUTHORITY
Memorandum of Understanding
For Wireless Communities Georgia
by and between
Georgia Technology Authority
, and
City of Augusta, GA
t
This Memorandum of Understanding (hereinafter referred to as "MOU") 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, GT A is a public corporation and instrumentality created pursuant to
O.C.G.A. 950-25-1 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.
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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.
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, GT A 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 GT A's selection of Recipient, GT A 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:
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100 Peachtree Street, Suite 2300
Information Technology
The City of Augusta, GA
530 Greene Street, A-101
e. Record Retention and Audit Riahts. 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
("GMP") 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. ReportinQ and ProQress 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
Atlanta, GA 30303
404-463-2300
Au usta, GA 30911
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 GT A'S GROSS NEGLIGENCE; OR (C) LOSS OR
DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY PROXIMATELY
CAUSED BY GT A'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. Governina Law. This MOU shall be governed by and interpreted in accordance with the
laws of the State of Georgia.
10. Assianment and Deleaation. 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. Fundina. 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.
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Date:
~-C.-[)7
Date:
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13. Entire Aareement. 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:~
RECIPIENT:.A J U f Ie, / 6-, A
By J;tJ.r 71~
Name~c...-K (hoorG
Title: [""ec.~+Ne., IJ.Y~c.Aor-
Name: 'YtPlj.1) ~. CDit"~ Hfiu.71.-
Title: p'vit4c -y ovC
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EXHIBIT A
Project Schedule
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 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.
Gity ()f.Au9usta,G.A;,;;p~()jel:tSc;l}edu!e
')i
Wireless Communities GA,
tMI\'il.<~':1;,p., '~, ".:. . '- ili&
Major Phases
'if' \'
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
Infrastructure Build out and Verification
Activities to be completed during this phase:
o Rights of way acquired and vertical asset installations permitted
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
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
Project Closeout and Project Verification
Activities to be completed during this phase:
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Match
$84,375
$84,375
$84,375
1 0/15/2008
$56,250
$562,500
$28,125
$281,250
o Metrics on use of customer applications
o Complete network design schematic
o Network Security Audit Results
o Income statement
o Network reliability assessment
o Project Closeout report complete with measurement of economic, educational, and government benefits achieved
and outlook for additional benefits in the future. Measures of economic sustain ability and growth provided.
Total
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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
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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 outline 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 fadlitate 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.
..
.
VI. Exceptions to Recipient's Wireless Communities Georgia Application:
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