Contract Terms for Wireless Services
The CONTRACTOR agrees to provide to State agencies and institutions and others eligible to procure from state-wide term contracts/cooperative purchasing agreements (hereinafter collectively referred to as "eligible agencies") wireless services and equipment as more clearly specified herein. These services shall include, but are not limited to, furnishing all necessary central interconnect equipment necessary to complete wireless calls on a local, statewide, national and international basis.
1. Technical and Operational Requirements
The CONTRACTOR agrees to provide eligible agencies with the use of a wireless telephone access number according to the terms and conditions set forth herein, and as may be governed by the laws, rules and regulations of the Federal Communications Commission or other regulatory authorities which may from time to time have jurisdiction over such services. The CONTRACTOR further agrees to assign each wireless user an individual and unique seven (7) digit telephone number, permitting it to be individually called from any other wireless telephone or telephone number in the public switched network.
2. Areas of Coverage
The CONTRACTOR agrees that it will provide the wireless coverage indicated in the CONTRACTOR's wireless rate plans.
The CONTRACTOR agrees to extend to DTO any sales promotions, special rates, or like advantages extended to CONTRACTOR’S like customers or potential customers which are better than the terms and conditions hereunder, at any time after the execution of this Agreement, and before its expiration. Any such additional items will automatically become a part of this relationship between the Parties and shall stay in force and effect until such items are no longer made available and/or provided to any of the CONTRACTOR’S like customers, or the expiration of this Agreement, whichever is earlier. Additionally, additions and/or deletions of wireless services and equipment may be made at any time during the period of this contract at the prices indicated in Section D, Rates, or at prices that may be mutually agreed to by DTO and the CONTRACTOR. All wireless equipment, purchased in conjunction with a wireless service plan, will be returned to the CONTRACTOR, upon the CONTRACTOR'S request, in the event the customer cancels service during the first six (6) months of the plan. After six (6) months, the customer may keep the equipment at no additional cost.
B. SERVICE/COVERAGE EVALUATION
The CONTRACTOR agrees to provide wireless services and equipment to State agencies and institutions for evaluation without charge for a period up to seven (7) days. Service and equipment will be provided for evaluation up to a limit of ten (10) lines at any given time, that for the purposes of testing, calls will be limited to CONTRACTOR’S network.
C. SERVICE, PARTS, AND MANUALS
The CONTRACTOR shall provide any necessary services, maintenance, repairs and/or replacement of wireless telephones and adapters for the duration of the Agreement or, any extension thereof, including but not limited to:
1. Maintaining a stock of wireless equipment necessary to support the requirements of this contract such that all orders for service and equipment can be filled within twenty-four (24) business hours of receipt of an order.
2. Providing adequate after sales support and consultation staff to make recommendations on equipment, rate plans, usage, etc. as necessary to support the requirements of this contract.
3. Maintaining a minimum of one (1) full-time representative in South Carolina assigned to support the needs of eligible agencies hereunder. This representative(s) shall be the CONTRACTOR’S sole representative(s) for purposes of binding the CONTRACTOR to the terms and conditions of this Agreement.
4. Providing instruction, both prerecorded and printed, on the use of its service.
5. Maintaining service levels and quality, to industry standards, so as to minimize impaired service, low transmission, transmission interference, and similar deficiencies.
6. Maintenance, repair or service of equipment damaged by causes other than ordinary wear and tear shall be at additional cost to the State of South Carolina.
The CONTRACTOR shall provide wireless services and equipment at the "not to exceed" rates indicated in the State contracted rate plans.
Equipment and Accessories
_____ off MSRP
May take advantage of local promotions if the savings are greater.
E. TERM AND RENEWAL OF THIS AGREEMENT
The CONTRACTOR agrees to provide wireless equipment and services, at rates not to exceed those shown above for an initial period expiring June 30, 2003. The State reserves the right to renew this Agreement, at its sole option and discretion, for up to four (4) additional one-year periods.
F. TERM OF INDIVIDUAL AGENCY CONTRACT
The term(s) of individual agencies' contracts with the CONTRACTOR shall not extend beyond June 30, 2004, for service to be provided and paid for on a month-to-month basis, or, at the agency's option, annually.
G. COOPERATIVE PURCHASING AGREEMENT
The CONTRACTOR agrees to extend the terms and conditions herein to political subdivisions of the State of South Carolina. Participation by each political subdivision shall be at its sole discretion. The CONTRACTOR and DTO agree that they may advise, and otherwise make political subdivisions aware, of this Agreement and its terms and conditions, but will not actively market this Agreement to political subdivisions.
The CONTRACTOR agrees to provide detailed invoices listing each wireless's telephone number, to provide centralized invoicing for all wireless services and locations of any one agency, and, on a telephone-by-telephone basis, itemize invoices by departments, users and telephone numbers, if requested by an agency.
I. UNIVERSAL SERVICE FUND
The CONTRACTOR warrants that it is qualified under applicable Federal Communications Commission and South Carolina Public Service Commission rules to apply for and receive Universal Service Fund allocations/disbursements for services provided pursuant to this Agreement to schools, libraries, rural health care providers, agencies, institutions and consortia thereof, and other entities which are eligible for those allocations/disbursements on behalf, and for the benefit, of those entities, agencies and institutions. The CONTRACTOR also agrees to maintain those qualifications, and to provide reasonable assistance to agencies, institutions and entities in applying for and receiving these allocations/disbursements and applying these to any billing that they would receive from the CONTRACTOR for services.
J. EMERGENCY TELEPHONES
The CONTRACTOR agrees to provide, at no additional cost to the State, a minimum of fifty (50) active wireless telephones for use by various eligible agencies during natural disasters and/or periods of emergency, as declared by State and local emergency preparedness agencies. The telephones provide hereunder shall be returned to CONTRACTOR at termination of the emergency period in good working condition, ordinary wear and tear excepted. Lost or damaged telephones phones shall be billed to the State of South Carolina, at full replacement value.
K. ADVERTISING USE AND REPRESENTATION
CONTRACTOR agrees not to refer to this Agreement in commercial advertising in such a manner as to state or imply that the service provided is endorsed or preferred by the State and is considered by the State as superior to other services. The State reserves the right to review and approve any commercial advertising wherein the State's use of CONTRACTOR’S services under this contract is referenced. Such review shall be timely and approval shall not be unreasonably withheld.
L. DUTY TO PROVIDE DRUG-FREE WORK PLACE
The CONTRACTOR, pursuant to South Carolina Code Section 44-107-30, certifies that it provides a drug-free work place and will do so throughout the duration of this contract.
M. COMPLIANCE WITH CODES, ORDINANCES AND INDUSTRY STANDARDS
During the term of the contract, it shall be CONTRACTOR’s responsibility to ensure compliance with all applicable provisions of laws, codes, ordinances, rules and regulations, tariffs, and industry standards. To the extent that any requirements of this Agreement are less stringent than any such applicable laws, codes, ordinances, rules and regulations, tariffs, and/or industry standards, then said non-Agreement sources will apply so as to make the requirements imposed upon the CONTRACTOR more, rather than less, stringent.
N. CONTRACTOR SOLELY RESPONSIBLE FOR PERFORMANCE
1. The CONTRACTOR will be solely responsible for performance under this Agreement. The State will rely upon the CONTRACTOR for full, complete, and satisfactory performance under the terms and conditions of this Agreement and for any relief, or judgement, which may be requested by the State of the CONTRACTOR or which may be entered against the CONTRACTOR in any litigation which may arise under this Agreement or the relationship between the parties.
2. Except where services are provided by other telecommunications companies, if the CONTRACTOR’S services provided for hereunder include services, equipment, or materials supplied by a subcontractor, the CONTRACTOR must act as the prime CONTRACTOR for these items and assume full responsibility for performance hereunder. Thus, the CONTRACTOR will be considered the sole point of contact with regard to all situations, including payment of all charges and the meeting of all other requirements.
O. NO MINIMUM TRAFFIC VOLUME GUARANTEE
The CONTRACTOR hereby acknowledges and agrees that this is a non-exclusive Agreement and that, consequently, and in any case, no minimum volume of traffic will be guaranteed by the State to the CONTRACTOR in any category of service, or overall, hereunder.
P. INTERRUPTION OF SERVICE
If a material failure of the services provided for herein remains in effect for a period in excess of twenty-four (24) consecutive hours, DTO may immediately terminate this Agreement unless due to equipment failure, acts of God, strikes, equipment or facility shortage or other causes beyond reasonable control of the CONTRACTOR.
CONTRACTOR agrees to provide to the State, at no charge, quarterly report of current State government users, any additions or deletions during the preceding quarter within that group of users by user name and access number, total minutes of use for all users, and total cost for all users. If non-State entities are extended services under this Agreement, the CONTRACTOR agrees to provide to DTO monthly listing of those non-State entities.
The State of South Carolina is exempt from federal excise taxes and such taxes shall not be added to CONTRACTOR's prices. To the extent that any other tax of any kind is charged to the CONTRACTOR as the result of providing services under this Agreement, then and in that event such tax shall be billed to the appropriate eligible agency. CONTRACTOR will take no action which interferes with the State's tax exempt status.
No item or provision hereof shall be deemed waived unless breach thereof is waived in writing and signed by the party claimed to have waived and consented. No consent by any party to, or waiver of, breach by the other, whether expressed or implied, shall constitute a consent to, waiver of, or excuse for any different or subsequent breach.
This Agreement shall be for the benefit of, and be binding upon, the respective successors and assigns, if any, of the parties hereto, except that nothing contained herein shall be construed to permit any attempted assignment which would be unauthorized. CONTRACTOR may not assign this contract, nor the duties or responsibilities hereunder, without prior written consent of the State except to its parent, as affiliate or affiliates of CONTRACTOR or to a partnership or partnerships in which CONTRACTOR, its parent or its affiliates has an interest, or to a third party not mentioned above, provided such assignee has the financial and operational capabilities to perform this Agreement and agrees to assume and fully discharge all of the duties and further obligations of the CONTRACTOR arising under this Agreement.
U. APPLICABLE LAW
This relationship shall be governed in all respects, whether as to validity, construction, capacity, performance or otherwise by the laws of the State of South Carolina. In the event of any dispute between the parties hereunder, all such disputes shall be pursued under the Contract Controversy provisions of the South Carolina Procurement Code, Section 11-35-4230.
V. WHOLE AGREEMENT
This document, together with all subordinate and other documents incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter contained herein supersedes any prior agreement, proposal, or understanding either written or oral, and may only be modified by an amendment executed in writing by both parties. The terms and conditions of this Agreement shall prevail notwithstanding any variance from the terms and conditions of any purchase order or other contract executed by CONTRACTOR and any eligible agency.