Contract Terms for Pager Services
A. EQUIPMENT/SERVICE
Vendor agrees to lease, 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"), digital and alpha-numeric pagers, alpha paging terminals, and local and wide area/statewide Paging Base Station ("air time") paging services. These services shall include, but not be limited to, furnishing the necessary telephone interconnected base station services needed to activate the pagers. In addition, the same paging "air time" services must be available, and provided, for any compatible pagers that may presently be owned or later acquired by the State or other eligible agencies.
Technical and Operational Requirements:
Vendor will supply pagers for use, and in conjunction, with an automatic telephone dial interconnect paging terminal having its own associated base station which can and will permit pages to be initiated from any public telephone. Vendors will assign each pager its own individual seven digit telephone number, permitting it to be individually paged from any telephone in the public switched network. Vendor will also make available a group call feature provided by a second seven digit telephone number.
Vendor will make individual pagers available in the following types:
DIGITAL - Numeric Display Pager with Tone and Vibrator having memory capable of storing a minimum of five 12 digit numbers whereby the display scrolls accepting numbers longer than 12 digits. Pagers must be capable of recognizing a duplicate call and not record the duplicate as a second individual page. Display must be lighted to view page message in dark or low lighted areas. Pager shall have automatic reset.
Numeric Pager must alert user via VIBRATOR or TONE. Pager will be supplied having one address but capable of having multiple addresses assigned by programming additional phone numbers into pager.
ALPHA NUMERIC - Alpha Numeric Display Pager with Tone and Vibrator capable of storing and displaying at least twenty, eighty character messages. Pager shall be offered with a recommended PC software or alpha/numeric character input terminal with its own built in modem.
Areas of Coverage:
Vendor agrees that it will provide the dial page coverage indicated in their most current coverage map(s).
Paging Codes:
The Vendor agrees to furnish the proper cap codes and frequency for any pagers now in operation, or later leased, which eligible agencies may wish to have placed in service on Vendor's system. Should this be done, the monthly rate for service only as indicated on the Schedule of Rates will apply to each of the pagers owned by the eligible agencies and placed in service.
Additions/Deletions:
Additions and/or deletions of pagers and/or "air time" services may be made at any time during the period of this contract at the prices indicated in the Schedule of Rates or at such lower rate as the Vendor may offer.
B. SERVICE/COVERAGE EVALUATION
Vendor agrees to provide pagers for service and coverage evaluation without charge for periods up to seven (7) days.
C. SERVICE, PARTS, AND MANUALS
Vendors shall provide any necessary maintenance, repair or replacement of pagers as part of the monthly cost per unit for the duration of the contract or, an extension thereof, including but not limited to:
Maintain and service pagers leased at no charge and furnish additional pagers as needed;
Stock replacement pagers to be available within 24 hours for use should a leased unit fail and need to be returned for service;
Provide adequate after sales support, sales consultation and recommendations for usage;
Provide one replacement battery per pager per month at no additional charge if requested. Batteries must be requested by agencies for use in pagers on contract only;
Maintain a minimum of one (1) full time representative in South Carolina;
Provide instruction, both prerecorded and printed, on the use of its service;
Maintain service levels and quality to the industry's standards, so as to minimize impaired service, low transmission, transmission interference, and similar deficiencies.
D. DELIVERY
Vendor shall pay all costs for the delivery and pickup of pagers from customers purchasing services pursuant to this agreement.
E. TERM AND RENEWAL OF THIS AGREEMENT
Vendor agrees to provide pagers and paging services, at rates not to exceed those shown above, upon the execution of a standard equipment lease agreement with an eligible agency, at anytime after the execution of this agreement, for an initial period expiring June 30, 2002; and the State reserves the option to renew this agreement, at OIR's 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 Vendor shall not extend beyond June 30, 2002, for service to be provided and paid for on a month to month basis, or, at the agency's option, annually.
G. STANDARD EQUIPMENT AGREEMENT
The Standard Equipment Agreement (Form 80-SC-EL-1) is the acceptable form for use in this transaction; provided, however, that the terms of the agreement will supersede any inconsistent terms of any document(s) Vendor executes with any State or local government purchaser of services.
H. COOPERATIVE PURCHASING AGREEMENT
Vendor 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. Vendor and OIR 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.
I. INVOICES
Vendor agrees to provide detailed invoices listing each pager's telephone number, to provide centralized invoicing for all pagers and locations of any one agency, and, on a pager by pager basis, itemize invoices by departments, users and telephone numbers if requested.
J. ADVERTISING USE AND REPRESENTATION
Vendor 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 Vendor's services under this contract is referenced. Such review shall be timely and approval shall not be unreasonably withheld.
K. DUTY TO PROVIDE DRUG-FREE WORK PLACE
The Vendor, 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.
L. COMPLIANCE WITH CODES, ORDINANCES, AND INDUSTRY STANDARDS
During the term of the contract, it shall be Vendor'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 Vendor more, rather than less, stringent.
M. VENDOR SOLELY RESPONSIBLE FOR PERFORMANCE
1. Vendor will be solely responsible for performance under this Agreement. The State will rely upon the Vendor 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 Vendor or which may be entered against the Vendor in any litigation which may arise under this Agreement or the relationship between the parties.
2. If the Vendor's services provided for hereunder include services, equipment, or materials supplied by a subcontractor, the Vendor must act as the prime Vendor for these items and assume full responsibility for performance hereunder. Thus, the Vendor 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.
N. NO MINIMUM TRAFFIC VOLUME GUARANTEE
The Vendor 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 Vendor in any category of service, or overall, hereunder.
O. INTERRUPTION OF SERVICE
If a material failure of the services provided for herein remains in effect for a period in excess of four (4) hours, the contracting agency(s) may immediately terminate the agency(s) standard equipment lease, and OIR may immediately terminate this Agreement.
P. BREACH/WAIVER
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.
Q. SUCCESSORSHIP
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. Vendor may not assign this contract, nor the duties or responsibilities hereunder, without prior written consent of the State.
R. 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 as contract controversies pursuant to South Caroline Code Section 11-35-4230, and, if appealed to circuit court, in Richland County, South Carolina.
S. 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 standard equipment lease agreement, purchase order or other contract executed by Vendor and any eligible agency.
T. QUARTERLY REPORTS
The Vendor agrees to provide, on a quarterly basis, a report that depicts the volume of usage by type of pagers and paging services by individual. A copy of this report shall be provided to both OIR and the Information Technology Management Office.
U. 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.