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HomeMy WebLinkAbout311 SERVICE LEVEL AGREEMENT COOPERATIVE AGREEMENT BETWEEN CITY OF AUGUSTA GA AND T-MOBILE SOUTH LLC. D/B/A T-MOBILEThis Cooperative Agreement dated November 27, 2012, shall constitute the terms and conditions under which T- Mobile South LLC, d/b /a T- Mobile, (hereinafter "T- Mobile "), a Delaware limited liability company, having its principal place of business at 12920 SE 38 Street, Bellevue, WA 98006, shall provide 311 dialing service to Augusta, Georgia a political subdivision of the State of Georgia, having its principal place of business at: 530 Greene Street, Suite 801 Augusta, Georgia 30901. (hereinafter "Augusta, Georgia "). This Cooperative Agreement governs the relationship between Augusta, Georgia and T- Mobile regarding 311 dialing service (the "Agreement "). The following shall constitute the terms and conditions of this Agreement: Terms and Conditions 1. 311 SERVICE LEVEL AGREEMENT COOPERATIVE AGREEMENT BETWEEN CITY OF AUGUSTA, GEORGIA AND T- MOBILE SOUTH LLC, DB /A T- MOBILE General Information. a. 311 Service Description. 311 service is a three digit dialing arrangement available in specified areas for delivery of non - emergency police and other government agency information and assistance via voice grade facilities. b. Certification of Augusta, Georgia. Augusta, Georgia certifies that it provides access to non - emergency police and other government agency information and assistance via voice grade facilities within the areas defined by Augusta, Georgia, that it has received any requisite state approval to designated 311 dialing service, and that it is qualified to request the use of 311 Service. 2. Augusta, Georgia's Obligations. Provision of Termination Number. Augusta, Georgia will provide, where technically feasible, T- Mobile with a single local number to which all 311 calls should be translated ( "(706) 821- 2300"). Augusta, Georgia certifies that the Termination Number will allow callers from within the county boundaries to complete calls on a local basis. If Augusta, Georgia fails to provide T- Mobile with the Termination Number within (sixty) 60 days from the date of this Agreement, T- Mobile' s offer to provide 311 service to Augusta, Georgia shall be deemed withdrawn and the terms and conditions of the Agreement shall be null and void. a. Change of Termination Number(s). Augusta, Georgia may change the Termination Number(s), provided, however, that it must give T- Mobile at least thirty (30) days notice of the change of such number(s) so that T- Mobile can make the necessary Page 1 changes in its network to ensure proper routing. Augusta, Georgia must also give T- Mobile thirty (30) days notice of a change in the carrier's providing the toll free Termination Number, as this will affect our routing. b. Provision of Non - emergency Police and Other Government Agency Information and Assistance. No later than six (6) months from the date of request (or upon another mutually agreed upon date) Augusta, Georgia shall provide non - emergency police and other government agency information and assistance to customers who dial 311. Augusta, Georgia agrees to have procured sufficient telecommunications facilities and services and to have adequate staffing levels and hours of service to handle its expected volume of calls. c. Testing. Augusta, Georgia shall participate fully in all testing deemed necessary or appropriate by T- Mobile for implementation of 311 service. 3. T- Mobile's Obligations. a. Implementation. T- Mobile will translate 311 to the Termination Number(s) and will use its best efforts to route 311 calls it receives from its subscribers and others using the T- Mobile network within the City of Augusta, Georgia and within the designated boundaries to those numbers. Normal airtime charges apply to T- Mobile customers. b. Timing of Implementation. T- Mobile will provision Augusta, Georgia's order within a reasonable time to be mutually agreed upon by the parties, no sooner than six (6) weeks nor later than six (6) months after receiving a request. c. Availability. T- Mobile will use its best efforts to make the 311 dialing code (as translated to the Termination Number(s)) available to its subscribers in City of Augusta, Georgia within the designated boundaries where T- Mobile owns facilities and provides its wireless mobility services. In those cases where T- Mobile's service area extends beyond the designated boundaries, T- Mobile will use its best efforts to correlate its 311 translations within those boundaries. However due the nature of the radio -based service it provides, exact correlation is not possible. Access to the 311 dialing code may be available in locations in City of Augusta, Georgia outside of T- Mobile' s service area. T- Mobile shall have no obligation to make the 311 dialing code available to any person or entity within City of Augusta, Georgia and designated boundaries but outside T- Mobile's service area or to non -T- Mobile subscribers. 4. General Provisions. a. Term. Subject to section 4.b., the term of this Agreement shall commence on the date of execution of the Agreement by the parties and shall continue for a period Page 2 of one (1) year. After the conclusion of the one -year term, the Agreement will continue until terminated by either party with thirty (30) days advance written notice. b. Termination. Augusta, Georgia acknowledges that a final decision has not been reached by the FCC as to whether commercial mobile radio service ( "CMRS ") providers such as T- Mobile are required to provide 311 service. Motions for Reconsideration are currently pending in CC Docket No. 92 -105 regarding CMRS carrier participation in certain abbreviated dialing services. Accordingly, T- Mobile may elect to terminate this Agreement upon sixty (60) days notice to Augusta, Georgia, if the FCC determines by a final and non - appeallable order that (i) CMRS carriers, such as T- Mobile, are not required to provide 311 service; or (ii) the 311 dialing code should no longer be assigned to non emergency police and other governmental agency information and assistance. Either party may terminate this Agreement upon sixty (60) days notice in the event of any emergency or other event outside the reasonable control of the party that impairs or prevents the part from performing its obligations herein. Either party may terminate this Agreement in whole or in part in the event of a default by the other party; provided however, that the non - defaulting party notifies the defaulting party in writing of the alleged default and that the defaulting party does not cure the alleged default within sixty (60) days of receipt of written notice thereof. Default is defined to include (i) a party's insolvency or the initiation of bankruptcy or receivership proceeding by or against the party; or (ii) a party's refusal or failure in any material respect to properly perform its material obligations under this Agreement, or the violation of any of the material terms or conditions of this Agreement. c. Transfer. Augusta, Georgia may not sell or otherwise transfer the 311 number (or the provision of the non - emergency police and other governmental agency information and assistance) to any person or entity not affiliated with Augusta, Georgia. d. Indemnification. (i) To the extent permitted by Georgia law, Augusta, Georgia shall defend, indemnify, protect and hold T- Mobile harmless against all suits, actions, claims, demands and judgments, and all of the costs, expenses (including reasonable attorneys' fees and costs) arising out of, or in connection with (directly or indirectly) (a) any breach or default in the performance of any obligation on the Requesting Party's part to be performed under this Agreement, and, (b) with Augusta, Georgia's provision of non - emergency police and other governmental agency information and assistance via voice grade facilities. (ii) T- Mobile shall defend, indemnify, protect and hold Augusta, Georgia harmless against all suits, actions, claims, demands and judgments, and all of the costs, expenses (including reasonable attorneys' fees and costs) Page 3 e. Limitation of Liability. In no event shall T- Mobile be liable for any losses or damages of any kind resulting from the unavailability of its equipment or facilities or for any act, omission or failure of performance by Augusta, Georgia, its employees, or agents, in connection with the service requested by Augusta, Georgia. T- Mobile shall not be responsible to Augusta, Georgia for calls that cannot be completed as a result of repair or maintenance difficulties on T- Mobile facilities and equipment nor on equipment owned or leased by Augusta, Georgia. Except as otherwise provided in this Agreement, each party agrees that the other party shall in no event be liable for, and each party expressly waives its right to claim, any indirect, special, collateral, exemplary, incidental or consequential damages (including, but not limited to, lost profits) directly or indirectly arising out of or in connection with performance or nonperformance of the services to be provided under this Agreement. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER T- MOBILE NOR AUGUSTA, GEORGIA ASSUMES ANY LIABILITY FOR ANY ACTOR OMISSION OF THE OTHER, BY VIRTUE OF ENTERING INTO THIS AGREEMENT. f. Disclaimer of Warranties. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES AGREE THAT NO PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE FOR ANY SERVICE (OR GOOD) PROVIDED UNDER THIS AGREEMENT. T- MOBILE PROVIDES A SERVICE UNDER THIS AGREEMENT AND NOT "GOODS" AS DEFINED IN THE UNIFORM COMMERCIAL CODE. g. arising out of, or in connection with (directly or indirectly) any breach or default in the performance of any obligation on T- Mobile's part to be performed under this Agreement. E- Verify. To the extent T- Mobile receives a fee for services applicable to this Cooperative Agreement, it agrees to abide by the terms of the provision. As currently defined under this Cooperative Agreement and until such time this amended in accordance with Section 4(i), T- Mobile is not a contractor receiving a fee for the delivery of the 311 service; and therefore not subject to the requirements of O.C.G.A. § 13 -10 -91 and corresponding laws. At such time as T- Mobile receives a fee for the delivery of 311 service, all contractors and subcontractors entering into contracts with Augusta, Georgia for the physical performance of services shall be required to execute an Affidavit verifying its compliance with O.C.G.A. § 13- 10 -91, stating affirmatively that the individual, firm, or corporation which is contracting with Augusta, Georgia has registered with and is participating in a federal work authorization program. All contractors and subcontractors must provide their E- Verify number and must be in compliance with the electronic verification of work authorized programs Page 4 operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99 -603, in accordance with the applicability provisions and deadlines established in O.C.G.A. § 13 -10 -91 and shall continue to use the federal authorization program throughout the contract term. All contractors shall further agree that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to its contract with Augusta, Georgia the contractor will secure from such subcontractor(s) each subcontractor' s E- Verify number as evidence of verification of compliance with O.C.G.A. § 13 -10 -91 on the subcontractor affidavit provided in Rule 300- 10 -01- .08 or a substantially similar form. All contractors shall further agree to maintain records of such compliance and provide a copy of each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform such physical services. h. Governing Law. This Agreement shall be interpreted according to the laws of the State of Georgia. All claims, disputes and other matters in question between Augusta, Georgia and T- Mobile arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County Georgia. T- Mobile, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia. The laws of the State of Georgia shall govern this Agreement, except for matters within the exclusive jurisdiction of the FCC or federal law, rules or regulations. Amendment/Modification. Amendments may be made to this Agreement but only after the mutual approval in writing by Augusta, Georgia and T- Mobile. T- Mobile acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authority of the Board of Commissioners and approval of the Mayor. T- Mobile may also modify this Agreement upon thirty (30) days written notice to Augusta, Georgia if there is a change in applicable law, rules or regulations or the FCC Order. Page 5 J• Contact Information. All notices and other communications required or permitted under this Agreement to Augusta, Georgia must be in writing and delivered via United States mail, postage prepaid, or by courier with confirmation receipt to the persons and addresses as follows: Notices will be deemed effective upon receipt. Augusta, Georgia Attn: City Administrator 530 Greene Street, 8th Floor Augusta, Georgia 306901 All contacts regarding this Agreement shall be provided to T- Mobile in writing (by fax or overnight courier), as follows: T- Mobile 1137 Lavender Drive Brentwood, CA 94513 Attn: 311 Coordinator Fax: 925- 634 -8097 Page 6 In WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Cooperative Agreement and to affix their respective corporate seals, all on the date and year first above written. ATTEST: ATTEST: Name Title AUGUSTA, GEORGIA By S a n �E X Cui U ib��9rt Page 7 Deke S. Copenhaver, Mayor T- MOBILE SOUTH LLC, d/b /a T- MOBILE C L%' a,...�� Z(5i /3 Bentley Alexander Vice President - Engineering T- Mobile