1. 04/19/2001 Agreement
Cleft( of 1IIe
Circuh coun
Danny L Kolhage
Phone: 292-3550 Fax: 295-3668
Memnrandlon
To:
Lynda Stuart, Offzee Manager
Tourist Development Council
Attn:
Maxine Pacini
From:
Isabel C. DeSantis, A-
Deputy Clerk '-SJ. f2. t....r:
Date:
Thursday, May 03, 2001
At the BOCC meeting on April 19, 2001, the Board approved the following item:
1. Three (3) year Non-Disclosure Agreement between Monroe County and AT&T
to provide Long Distance Telephone Service to the Monroe County Tourist Development
Council.
Enclosed are five (5) duplicate originals of the subject document executed by
Monroe County only. It is my understanding that your office will forward them to
AT&T in order to obtain their signature. Please be sure that I receive the copy marked
Clerk's Original as well as the other two (2) others so that they can be forwarded to the
County Attorney and Finance.
Should you have any questions concerning the above, please do not hesitate to
contact this office.
cc: File
MAY-03-01 14,16 FROM,MCTOC
10,3052960788
PAGE
1/2
THf [W!~~~~~1Will
April 19, 2001
."ro ~et2- ~ )ook ~ ~
# 10
Mr. Danny KCJlhage
Clerk of the Circuit Court
500 Whitehead Street
Key West, Florida 33040
i ;6t'V\ ~?C' ("JL-
c.... 9-'~?
".." ;/p.. l\
t.- (i
Dear Mr. Kolhage:
. . .
The Board of County Commissioners approved the fc,llowing at their meeting cf April
19,2001;
1. Approval of an Agreement with I~~y West Tourist D~velopment Association for
the production of Fantasy Fest ,mOctober 19-28, 2001 in an amoun1 not to
exceed $85,000, DAC I and $f,OOO, OAC II, FY 2001, Third Penny. Five
enclosed. '
2. Approval of an Amendment to I\greement with Stuart Newman ASsociates to
exercise option to extend currei1t Agreement f()r one additional year. Five
enclosed.
3. Approval of an Amendment to eX1endAgreement with Friends of Mallory Equare
to temlinate on September 30, 2( .02 for the imp lementation of bricks at the Key
West Sculpture Garden. Five enclosed.
4. Approval of an Amendment to A.greement with [)olphin Research Cerlter to
extend Agreement through to September 30, 2002 for installation of a
composting ~oilet with privacy structure.
5. Approval of an Agreement with tile Key West Business Guild to provide visitor
Information Services which prom<)te gay and lesbictn tourism oommencirl! I April
1, 2001 flOd terminating on Seplember 30, 2002, in an amount not to exceed
$20,000 per yearj DAC I, Third PE~nny. Five enCIO$EKi.
6. Approval of a resolution transfernng funds from District I Third Penny Prol notion
and Advertising to District I ThIrd Penny Ga)l & Lesbian Visitor Infon nation
Services, Two tmclosed.
P.O. Box 866, Key West, Florida 33041 U.S.A. Ci05) 296-1 :,52 Fax: (305) 29,). 071Hl
http://www.fla-keys.ccmKey:;S..les@aol.com
MAY-03-01 14,17 FROM,MCTOC
10,3052860788
PAGE 2/2
7. Appmval of an Agreement with the Florida Keys Land & Sea Trust for the Tidal
Lagoon/Marine Habitat Restorati'>n Project in all arnount not to exceed $: ~2.500,
DAC '". Capital Resources. Five enclosed.
8. Approval of an Agreement with Keys Communication Group, Inc. tor the
production of the 10111 Annual Ke~ West Theatre Fe~itival on June 28-July E;, 2001
in an amount not to exceed $~~5,OOO, DAC " FY 2001, Third Penny, Event
Resources. Five enclosed.
9. Approval of an assignment of fl.greement and revised Exhibit A betwedn the
Holiday Inn and Sunny Keys FistJng Tournaments, Inc:. for the production of the
Key LiUQO Dolphin Tournament 0,1 April 27-29,2001. Five enclosed.
10. Approval of a three (3) year Ag:eement with AT&T to provide Long Ohtance
/. (J ~JJ Telephone Service to the Monrot~ County Tour,st [)evelopment CouncU.This
:1 ~J (p r Agreement is their agreem(~nt. They require that we sign first, so
\) v< ~~Uianne Hutton said that although this is not typical we ~:ould
\ vi"" \, 0 it in this case. f have marked the places that need a
~J Signature. There are six Aureements which need to be sign.td. If
you will send me them bac:k, I will send to AT&T and then they
~\)'O \ will sign them and send thE.m back. Sony for the inconveninnce.
If you should have any questions, please do not hesitatf:> to call.
Yours sincerely,
Maxine Pacini
Administrative Assistant
TU{ [LQRIDA KHS & KH W{ST
Come a~ .!JOU au'"
RECEIVED MAY 1 4 2001
OA TE:
May 14, 2001
TO:
Isabel DeSantis, Deputy Clerk
FROM:
Maxine Pacini, Administrative Assistant
RE:
Toe AGREEMENT WITH AT&T
Enclosed are three (3) originals of the agreement with AT&T. The
Agreement has now been signed by both parties. One (1) copy is for the
Clerk's office and the two (2) others are for the County Attorney office and
Finance.
If you should have any questions concerning the above, please do not
hesitate to call.
P.O. Box 866, Key West, Florida 33041 U.S.A. (305) 296-1552 FllX: (305) 296-0788
http://w\vw.Aa-keys.comKeysSJles@llol.com
CLERK'S ORIGINAL
AT&T MA Reference No. 55- 967
AT&T Service Order Attachment-Voice/Data Services
Cover Page
Name:
Title:
Telephone: 305-296-1552
Fax:
Email:
Master Agreement Support Team
Email: mast@att.com
url: http://ma.kweb.att.coml
Fax: 908-658-2562
Telephone: +1 954938-4636
Fax: 8949MC
Email: kmcgowan@att.com
Branch Manager: Frank Erbiti
Sales Strata: Middle
Sales R. Hubbard
1201 White Street STE 102
Key West
FL USA
33040
Master Customer Number (MCN):
Plan 10 No.
This Service Order Attachment (including its addenda, if any) is an Attachment to the Master Agreement between Customer and AT&T
dated and is an integral part of that Agreement.
The Attachment and the underlying Applicable Tariffs, as amended from time to time, apply to the AT&T domestic interstate and international Services
ordered under this Attachment. The Master Agreement also applies to the domestic interstate Services. When the AT&T international Services are
deta riffed , they will also be covered by the Master Agreement.
The order of priority in the event of inconsistency among terms shall be the Attachment, then the Master Agreement, and then the Applicable Tariffs.
In the event this Attachment is executed after detariffing of services provided herein, references to "Applicable Tariffs. will be construed as references to
the non-tariffed successor to the Applicable Tariffs known as the AT&T Service Guide at http://www.att.com/serviceguidelbusiness
.Customer hereby places an order for:
o New Attachment
o Existing Attachment No.
o Amendment of Existing Attachment No.
Existing Pricing Plan Replacement/Discontinuance:
o Check here and identify any AT&T CT, Attachment, or other AT&T pricing plan being discontinued in conjunction with this order. Also specify the
CT NoJAttachment No., Plan 10 No. or Main Billed Account No. (Note: Charges may apply as specified in the plan being discontinued.)
CT NoJAttachment No. Plan 10 No. Main Billed Account No.
CUSTOMER HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS
SERVICE ORDER ATTACHMENT AND AGREES TO BE BOUND BY THEM.
.~ ;~, ')..lNnOJ JO(j"'OI.'
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02/05/2001
AT&T PROPRIETARY
ma-vii-ct-uniplan-acc-nosig. doc
AT&T SERVICE ORDER ATTACHMENT-VOICE/DATA SERVICES TERMS AND CONDITIONS
1. For purposes of this Agreement, the alternative communication capabilities designated by AT&T in accordance with Section 3,A of the Attachment
is as follows:
(Check only those seNice(s) for which SeNice Order Attachments are currently included in this offer)
o AT&T Asynchronous Transfer Mode
o AT&T Managed Internet Service
o AT&T Virtual Private Network Service
o AT&T Business Dial Service
o AT&T Teleconference Service Options - Multi-Location BillinglMemo Billing Services
o AT&TConcertVNS
o AT&T Concert Inbound Service
o AT&T North American Voice Services
2. For the purposes of this Agreement, the alternative data communication capabilities designated by AT&T pursuant to Section 3.A of the
Attachment, if applicable, is as follows:
(Check only those seNice(s) for which SeNice Order Attachments are currently included in this offer)
o AT&T Asynchronous Transfer Mode (excluding Switched Virtual Circuits)
3. For the purposes of this Agreement, the alternative international voice communications capabilities designated by AT&T pursuant to Section 3 of
the Attachment, if applicable, is as follows: (Check only those seNice(s) for which SeNice Order Attachments are currently included in this offer)
o AT&T Concert VNS
o AT&T Concert Inbound Service
o AT&T North American Voice Services
02/05/2001
AT&T PROPRIETARY
ma-vii-ct-uniplan-acc-nosig.doc
~AT.T
~
"'="' .
NON-DISCLOSURE AGREEMENT
Customer Name Monroe County TOC ("Customer")
Address 1201 White Street STE 102
Key West,FL,33040
AT&T
Address 460 NE 215th Street
Miami,FL,33149
AT&T and you, the Customer, anticipate the need to dIscuss
unannounced products, features and services In order to assist you In
makIng business decisions concerning your needs for these products,
features and services. In consideration of the mutual promises contained
herein, and as condition to the disclosure of Information, AT&T and you
agree as follows:
1. This agreement shall become effective when accepted In writIng by
AT&T and shall continue for a period of two (2) years unless sooner
terminated In writing by either party. You agree all your obligations
undertaken herein with respect to Confidential Information received
pursuant to this Agreement shall survive and contInue after any expiration
or termination of thIs Agreement
2. AT&T may, during the course of discussions, reveal to you certain
confidential, proprietary and/or trade secret Information concerning
products, features and services some of which may not have been
announced and are generally not available. Such Information may
Include, wIthout limitation, certain specIfications, designs, plans, drawing,
hardware, software, data, prototypes, or other business and technical
information which relate In whole or In part to processors, office
automation products, communications products or services and all
related enhancements ("Confidential Information"). All Confidential
Information, In whatever form provided, shall remain the property of
AT&T.
3. For a period of three(3) years following the date of receipt of
Confidential Information, you shall:
A. Only disclose such Confidential Information to those of your
employees with a need to know and not disclose to third parties except
with the prior written approval of AT&T;
B. advise employees who receive the Confidential Information of the
existence and terms of this Agreement and of the obligations of
confidentiality herein;
C. use and require your employees to use at least the same degree of
care to protect the Confidential Information as In used with your
proprIetary Information, with the degree of care, In no event, to be less
that holding the Confidential Information In confidence; and
D. use the Confidential Information only for the purpose of assisting you
In making business decisions concerning your needs for products,
features and services covered by the Confidential InformatIon.
4. Notwithstanding anything to the contrary herein, you shall have no
obligation to preserve the confidentiality of any Confidential Information
which:
A. prior to any disclosure by AT&T was known to you free of any
obligation to keep It confidential as evidenced by documentation In your
possession;
B. Is or becomes publicly available by other than unauthorized disclosure
you;
C. Is developed by or on behalf of you Independent of any ConfidentIal
Information; or
D. Is received from a third party whose disclosure does not violate any
confidentiality obligation.
5. Neither this Agreement nor the dIsclosure of receipt of Confidential
Information shall constitute or Imply any promise or Intention by you to
make any purchase of products, features or services, or constitute or
Imply any promise, Intention or commitment by AT&T with respect to the
present of future marketing, sale or pricing of the products, features or
services. In addition, AT&T has no obligation to furnish you with any
Confidential Information.
6. Confidential Information furnished In written, pictorial, magnetic and/or
other tangible form shall not be duplicated by you except as necessary for
the purposes of thIs Agreement. You shall return all tangible Confidential
Information (IncludIng copies, reproductions or otherwise containIng
Confidential Information) within ten (10) business days of AT&T's written
request.
7. You agree that you shall not transmit, directly or Indirectly, the
Confidential Information received from AT&T hereunder, or any portion
thereof, to any country outside of the United States.
8. Nothing contained In this Agreement shall be construed as granting or
conferring any rights by license or otherwise In any disclosed
Confidential Information or under trademark, patent, copyright (except as
provided In Paragraph 6), mask work or any other Intellectual property
right of AT&T.
9. You agree not to announce or disclose to any third party of your
participation In dIscussions with AT&T concernIng any unannounced
products, features or servIces or the nature of any such dIscussions
without first securing the prior written approval of AT&T.
YOUR SIGNATURE ACKNOWlEDGES THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH ABOVE
ATH..... ._ '~
Accepted 'B'Y~, .
{Authorized Custo Signature)
~~~~
N~~ LN r-
(Typed or Printed Name)
(Title)
M!H !) 7C.,
u /Ier! ~/
(Date)
n"-TE
"frank Erbiti
(Typed or Printed Name)
Sales Vice President
351'1~
(City' I
~ 10 l?/
.
(Date)
(Zip Code)
LHAGE, QERK
~,.OQ.~~
DEPUTY CLERK
AT&T MA Reference No.
Attachment No.
AT&T Service Order Attachment-Voice/Data Services
GENERAL PROVISIONS
. Except as otherwise provided in this Attachment, the
provisions, rates and regulations that apply to the
Services Provided specified in Section 1., following, are
as set forth in AT&T Tariff F.C.C. No.1, 2 and 14, as
amended from time to time (the "Applicable Tariffs").
1. SERVICES PROVIDED
. AT&T UNIPLAN Service OneRate Pricing Option IV (ORPO
IV) and Associated Optional Domestic AT&T 800 Services
2. ATTACHMENT TERM, RENEWAL OPTIONS
The term of this Attachment is 3 Years. The term, discounts and
rates commence beginning with the first full billing cycle following
the Effective Date of this Attachment (EDA). The EDA is upon
signature by both parties. No renewal option is available for this
Attachment.
3. MINIMUM COMMITMENTS/CHARGES
The Minimum Annual Revenue Commitments (MARC) for the
AT&T UNIPLAN Service ORPO IV and Associated Optional AT&T
800 Services provided under this Attachment is $24,000 for each
year of the Attachment Term.
The MARC will be satisfied by the Customer's total Gross
Monthly Usage Charges (GMUC) for the Services Provided under
this Attachment. If, on any anniversary of the EDA, the Customer
has failed to satisfy the MARC for the preceding year, the
Customer will be billed a shortfall charge in an amount equal to
the difference between the MARC and the total of the actual
GMUCs for that year.
The Customer may, upon written notice to AT&T at least 30 days
prior to any anniversary of the EDA, commit to satisfy 10% or
20% of the MARC under this Attachment with AT&T UNIPLAN
Service OR PO IV international GMUCs, for each year remaining
in the Term. If, on any anniversary of the EDA following the
Customer's election, the Customer has failed to satisfy the
international commitment for the preceding year, the Customer
will be billed a shortfall charge in an amount equal to the
difference between the committed amount and the total of the
actual international GMUCs for that year.
4. A 1T ACHMEN1 PRICE
AT&T reserves the right to increase rates for the Services
Provided as a result of expenses incurred by AT&T relating to
regulatory assessments stemming from an order, rule or
regulation of the Federal Communications Commission or other
regulatory authority or court having competent jurisdiction
(including but not limited to payphone, PICC and USF related
expenses), regardless of any stabilization or rates that may
appear in this Attachment.
If the Customer has elected to satisfy 10% of the MARC with
AT&T UNIPLAN Service ORPO IV International usage charges,
the Customer will receive the International Intense Rates
specified in AT&T Tariff F.C.C. No.1; or
If the Customer has elected to satisfy 20% of the MARC with
AT&T UNIPLAN Service ORPO IV International usage charges,
the Customer will receive the Global Option International Rates
specified in AT&T Tariff F,C.C. No.1.
5. DISCOUNTS
All discounts are applied in the same manner as specified in the
AT&T Tariffs listed in Section 1., and no other discounts will
apply.
AT&T UNIPLAN Service ORPO IV and Associated Optional
AT&T 800 Services
Discount
55%
Applied to the total monthly On Amounts up to
Domestic Interstate AT&T $1,200,000
UNIPLAN Service ORPO IV and
Associated Optional Domestic
Interstate AT&T 800 Services
International AT&T UNIPLAN $1,200,000
Service OR PO IV and
Associated Optional
international AT&T 800 Services
Other Qualified AT&T UNIPLAN
Service ORPO IV and $1,200,000
Associated Optional AT&T 800
Services
43%
33%
6. CLASSIFICATIONS, PRACTICES AND REGULATIONS
6.1 PROMOTIONS
The Customer is ineligible for any promotions, credits or waivers
for the filed in AT&T tariffs, except for the promotion(s) specified
below, which even though such promotion(s) may be due to
expire or have expired, remain available to any Customer who
orders this Attachment during the Availability Period.
AT&T Tariff F.C.C. No.
1
AT&T Tariff F.C.C. No.
1
Section Number
8.1.1.2183
Section Number
8.1.1.2189
Expiration Date
March 31, 2001
Expiration Date
June 8, 2001
6.2 DISCONTINUANCE
The Customer may discontinue this Attachment prior to the end of
the Attachment Term, provided the Customer replaces this
Attachment with another AT&T Attachment for other AT&T
Services having an equal or greater new annualized MARC or a
combined annualized revenue commitment for Voice and Data
Services provided the value of the new term and commitment is
equal to or greater than the value of the remaining term and
commitment. However, the Customer will be billed a Shortfall
Charge equal to the difference between: (1) the prorated MARC
for the year in which the Customer discontinues, and (2) the total
of the actual GMUCs under this Attachment for that year,
provided the amount in (2) is less than the amount in (1).
AT&T PROPRIETARY
Page 1 of 2
AT&T MA Reference No.
Attachment No.
A T& T Service Order Attachment-Voice/Data Services
If the Customer discontinues this Attachment for any reason other
than specified above, prior to the expiration of the Attachment
Term, a Termination Charge will apply. The Termination Charge
will be an amount equal to 100% of the unsatisfied MARC for the
year in which the Customer discontinues this Attachment and
100% of the MARC for each year remaining in the Attachment
Term. Additionally, the Customer cannot discontinue this
Attachment without liability under the AT&T UNIPLAN Service
Term Plan Satisfaction Guarantee.
6.3 AVAILABILITY
This Attachment is available only to Customers who:
(1) will order this Attachment only once, either by the Customer
or any Affiliate of the Customer, which is any entity that
owns a controlling interest in either the Customer or an
Affiliate of the Customer, or any entity in which a controlling
interest is owned by either the Customer or an Affiliate of
the Customer;
(2) are current in payment to AT&T for its existing tariffed
telecommunications services;
(3) have received an offer for substantially similar services from
another provider at an equal or lower price; and
(4) request initial installation of the Services Provided under
this Attachment within 30 days after the date ordered.
7. RATES
. The following rates apply in lieu of the corresponding rates
set forth in the Applicable Tariffs.
. Will be increased or decreased by the same percentage as
any increase or decrease for the corresponding rates in
AT&T Tariff F.C.C. NO.1. AT&T will automatically make
rate adjus~ments under this proviSion as necessary.
Outboundllnbound Calls
Switched Access
Dedicated Access
Peak
Per Minute
$.1500
$.0960
Off-Peak
Per Minute
$.1320
$.0840
AT&T PROPRIETARY
Page 2 of 2
by the breach, or (ii) where the failure is a non-payment by You
of any charge when due, AT&T may, at its option, terminate or
suspend Service or require a deposit under affected
Attathments.
10.2 An Attachment may be terminated immediately upon
written notice by: (i) either party if the other party has violated
the other party's Marks, becomes insolvent or involved in a
liquidation or termination of its business, files a bankruptcy
petition, has an involuntary bankruptcy petition filed against it (if
not dismissed within thirty (3D) days of filing), becomes
adjudicated bankrupt, or becomes involved in an assignment for
the benefit of its creditors; or (ii) either party due to a material
breach of any provision of Article 4.
10.3 You shall be responsible for payment of all charges under
a terminated Attachment incurred as of the effective date of
termination, You shall also be liable to AT&T for Termination
Charges, if specified in a terminated Attachment, in the event
that AT&T terminates under Section 10.1 or 10.2, or You
terminate without cause.
10.4 Termination by either party of an Attachment does not
waive any other rights or remedies it may have under this
Agreement. Termination or suspension of an Attachment shall
not affect the rights and obligations of the parties under any
other Attachment.
11.0 FURTHER RESPONSIBILITIES
11.1 AT&T agrees to defend or settle any claim against You
and to pay all Damages that a court may award against You in
any suit, that alleges a Service infringes any patent, trademark,
copyright or trade secret, except where the claim or suit arises
out of or results from: Your or User's Content; modifications to
the Service or combinations of the Service with non-AT&T
services or products, by You or others; AT&T's adherence to
Your written requirements; or, use of the Service in violation of
this Agreement. You agree to defend or settle, at Your own
expense and without prejudice to AT&T or AT&T's continued
provisioning of the Service to You or others, all claims or suits
against AT&T covered by the exceptions in the preceding
sentence and shall immediately cease any activity which gives
rise to the alleged infringement. The indemnifying party will also
pay all Damages and costs that by final judgment may be
assessed against the indemnified party due to infringement by
the indemnifying party.
11.2 Whenever AT&T is responsible under Section 11.1, AT&T
may at its option either procure the right for You to continue
using, or may replace or modify the alleged infringing Service so
that the Service becomes noninfringing, but if those alternatives
are not reasonably achievable, AT&T may terminate the affected
Attachment without liability other than as stated in Section 11.1.
11.3 AT&T grants to You the right to permit Users to access
and use the Services, provided that You shall remain solely
responsible for the access and use by any User of the Services.
You shall defend, indemnify and hold harmless AT&T from and
against all Damages arising out of third party claims relating to
Your or Users' use of the Service or Content or performance of
the Service.
11.4 The indemnified party under this Article 11: (i) must notify
the other party in writing promptly upon learning of any claim or
suit for which indemnification may be sought, provided that
failure to do so shall have no effect except to the extent the
other party is prejudiced thereby; (ii) shall have the right to
participate in such defense or settlement with its own counsel
and at its sole expense, but acknowledges that the other party
shall have control of the defense or settlement; and (iii) shall
reasonably cooperate with the defense.
Page 3of3
12.0 GENERAL PROVISIONS
12.1 Any supplement, modification or waiver of any provision of
this Agreement must be in writing and signed by authorized
representatives of both parties. A waiver by either party of any
breach of this Agreement shall not operate as a waiver of any
other breach of this Agreement.
12.2 This Agreement may not be assigned by either party
without the prior written consent of the other, except that either
party may, without the other party's consent, assign this
Agreement or any Attachment to a present or future Affiliate or
successor, provided that any such assignment by You shall be
contingent upon AT&T determining the assignee to be
creditworthy and in compliance with any eligibility criteria for the
Services. AT&T may subcontract work to be performed under
this Agreement, but shall retain responsibility for all such work.
12.3 If any portion of this Agreement is found to be invalid or
unenforceable, the remaining provisions shall remain in effect
and the parties shall promptly negotiate to replace invalid or
unenforceable portions that are essential parts of this
Agreement.
12.4 Any legal action arising in connection with this Agreement
must begin within two (2) years after the cause of action arises.
12.5 All notices under this Agreement shall be in writing and
either mailed by certified or registered mail, postage prepaid
return receipt requested, sent by express courier or hand
delivered and addressed to each party at the address set forth
on the cover page of this Agreement or, if the notice relates to a
specific Attachment, the address set forth in such Attachment, or
such other address that a party indicates in writing.
12.6 State law issues concerning construction, interpretation
and performance of this Agreement shall be governed by the
substantive law of the State of New York, excluding its choice of
law rules. The United Nations Convention on Contracts for
International Sale of Goods shall not apply.
12.7 This Agreement does not provide any third party (including
Users) with any remedy, claim, liability, reimbursement, cause of
action or other right or privilege.
12.8 The respective obligations of You and AT&T, which by
their nature would continue beyond the termination or expiration
of any Attachment or this Agreement, including, without
limitation, the obligations regarding confidentiality, publicity and
Marks, and limitations of liability, shall survive termination or
expiration.
12.9 THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO
THE SERVICES.. THIS AGREEMENT SUPERSEDES ALL
PRIOR AGREEMENTS, PROPOSALS, REPRESENTATIONS,
STATEMENTS OR UNDERSTANDINGS, WHETHER WRITTEN
OR ORAL, OR THE RIGHTS AND OBLIGATIONS RELATING
TO THE SERVICES, THIS AGREEMENT SHALL NOT BE
CONTRADICTED, OR SUPPLEMENTED BY ANY WRITTEN
OR ORAL STATEMENTS, PROPOSALS,
REPRESENT A TrONS, ADVERTISEMENTS, SERVICE
DESCRIPTIONS OR YOUR PURCHASE ORDER FORMS NOT
EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN
ATTACHMENT.
AT&T PROPRIETARY
070100 MA_VER_VII.DOC
AT&T UniPlan Service
JlARrT
CUSTOMER: Monroe County TDC
AT&T
Full Address (include Country & Zip Code)
1201 White Street STE 102
Key West, FL 33040
Full Address (include Country &
Zip Code)
460 NE 215th Street
Miami, FL 33149
AT&T Contact Kelly Mcgowan-
Petti
Phone No: +1 954 938-4636
Customer Contact Jean Brohaugh
Phone No. 305-296-1552
Type of Sale: Retention
If existing give account information:
Account #:
Contract Tariff No. :
Main Billed Number:
Tax Exempt: No
Customer hereby places an order for the following AT&T UniPlan Service. Additional requirements
may apply, including but not limited to, monitoring conditions, in place requirements, tennination
charges, and shortfall charges.
MCN#:
CID#:
AT&T UNIPLAN OneRate Option
IV-Retention
IN07509~80266
Tenn Plan: 36 mos.
CT Number: Illustrative
attached
Annual Revenue: $24,000.00
Discounts: Interstate: 55%
International: 43%
Intrastate: 33%
AT&T Proprietary Use Pursuant to Company Instructions
AT&T Retention: 3 Years After Termination of Agreement
A T& T MASTER AGREEMENT
MA Reference No. 55- 967
Name: Jean Brohaugh
Master Agreement Support Team
Email: mast@att.com
url: http://ma.kweb.att.coml
Fax: 908-658-2562
Title:
Telephone: 305-296-1552
Fax:
Email:
This Agreement consists of the attached General Terms and Conditions and all service attachments ("Attachments")
attached hereto or subsequently signed by the parties and that reference this Agreement (collectively, this
"Agreement"). In the event of a conflict between the General Terms and Conditions and any Attachment, the
Attachment shall take precedence.
This Agreement shall become effective when signed by both parties and shall continue in effect for as long as any
Attachment remains in effect, unless earlier terminated in accordance with the provisions of the Agreement. The term
of each Attachment is stated in the Attachment.
SIGNATURE BELOW BY YOUR AUTHORIZED REPRESENTATIVE IS YOUR CONSENT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT
(Title)
G, t f) I2J::.. t
(Typed or Printed Name)
MfJ- 'f () 12
,
4/;~~(
rJ
(Date)
070100
AT&T PROPRIETARY
MA_VER_VII.DOC
GENERAL TERMS AND CONDITIONS
AT&T MA Reference No.
6.0 SOFTWARE
6.1 AT&T grants You a personal, non-transferable and non-
exclusive license (without the right to sublicense) to use, in
object code form, all software and associated written and
electronic documentation and data furnished pursuant to the
Attachments (collectively, the "Software"), solely in connection
with the Services and solely in accordance with applicable
written and electronic documentation. You will refrain from
taking any steps to reverse assemble, reverse compile or
otherwise derive a source code version of the Software. The
Software shall at all times remain the sole and exclusive
property of AT&T or its suppliers. "Third-Party Software" means
Software that bears a copyright notice of a third party. "AT&T
Software" means all Software other than Third-Party Software.
6.2 You shall not copy or download the Software, except to the
extent expressly provided otherwise in the applicable
documentation for the Service or in a writing signed by AT&T.
Any copy must contain the same copyright notices and
proprietary markings as the original Software.
6.3 You shall assure that Your Users comply with the terms
and conditions of this Article 6.
6.4 The term of the license granted hereunder shall be
coterminous with the Attachment which covers the Software.
AT&T PROPRIETARY 070100 MA_VER_VII.DOC
The following terms and conditions shall apply to the provision
and use of the products and services ("Service" or "Services")
provided by AT&T pursuant to this Agreement.
1.0 DEFINITIONS
1.1 "Affiliate" of a party means any entity that controls, is
controlled by or is under common control with such party, and, in
the case of AT&T, it also means any entity which AT&T has
authorized to offer any Service or part of any Service.
1.2 "Content" means information made available, displayed or
transmitted in connection with a Service (including, without
limitation, information made available by means of an HTML "hot
link", a third party posting or similar means) including all
trademarks, service marks and domain names contained therein
as well as the contents of any bulletin boards or chat forums,
and, all updates, upgrades, modifications and other versions of
any of the foregoing.
1.3 "User" means anyone who uses or accesses any Service
purchased by You under this Agreement.
2.0 CHARGES AND BILLING
2.1 You shall pay AT&T for Your and Users' use of the
Services at the rates and charges specified in the Attachments,
without deduction, setoff or delay for any reason. Charges set
forth in the Attachments are exclusive of any applicable taxes.
You may be required at any time to pay a deposit if AT&T
determines that You are not creditworthy.
2.2 You shall pay all shipping charges, taxes (excluding those
on AT&T's net income) and other similar charges (and any
related interest and penalties) relating to the sale, transfer of
ownership, installation, license, use or provision of the Services,
except to the extent a valid tax exemption certificate is provided
by You to AT&T prior to the delivery of Services.
2.3 Payment in U,S. currency is due within thirty (30) days
after the date of the invoice and shall refer to the invoice
number. Restrictive endorsements or other statements on
checks accepted by AT&T will not apply. You shall reimburse
AT&T for all costs (including reasonable attorney fees)
associated with collecting delinquent or dishonored payments.
At AT&T's option, interest charges may be added to any past
due amounts at the lower of 1.5% per month or the maximum
rate allowed by law.
3.0 RESPONSIBILITIES OF THE PARTIES
3.1 AT&T agrees to provide Services to You, subject to the
availability of the Services, in accordance with the terms and
conditions, and at the charges specified in this Agreement,
consistent with all applicable laws and regulations.
3.2 You shall assure that Your and Users' use of the Services
and Content will at all times comply with all applicable laws,
regulations and written and electronic instructions for use.
AT&T reserves the right to terminate affected Attachments,
suspend affected Services, and/or remove Your or Users'
Content from the Services, if AT&T determines that such use or
Content does not conform with the requirements set forth in this
Agreement or interferes with AT&T's ability to provide Services
to You or others or receives notice from anyone that Your or
Users' use or Content may violate any laws or regulations.
AT&T's actions or inaction under this Section shall not constitute
review or approval of Your or Users' use or Content. AT&T will
use reasonable efforts to provide notice to You before taking
action under this Section.
Page 10f 3
4.0 USE OF INFORMATION
4,1 All documentation, technical information, Software,
business information, or other materials that are disclosed by
either party to the other in the course of performing this
Agreement shall be considered proprietary information
("INFORMATION") of the disclosing party, provided such
information is in written or other tangible form that is clearly
marked as "proprietary" or "confidential". This Agreement shall
be deemed to be AT&T and Your INFORMATION, Your Content
shall be deemed to be Your INFORMATION.
4.2 Each party's INFORMATION shall, for a period of three (3)
years following its disclosure (except in the case of Software, for
an indefinite period): (i) be held in confidence; (ii) be used only
for purposes of performing this Agreement (including in the case
of AT&T, the ability to monitor and record Your transmissions in
order to detect fraud, check quality, and to operate, maintain
and repair the Services) and using the Services; and (iii) not be
disclosed except to the receiving party's employees, agents and
contractors having a need-to-know (provided that such agents
and contractors are not direct competitors of either party and
agree in writing to use and disclosure restrictions as restrictive
as this Article 4), or to the extent required by law (provided that
prompt advance notice is provided to the disclosing party to the
extent practicable).
4.3 The restrictions in this Article shall not apply to any
information that: (i) is independently developed by the receiving
party; or (ii) is lawfully received by the receiving party free of any
obligation to keep it confidential; or (iii) becomes generally
available to the public other than by breach of this Agreement.
5.0 PUBLICITY AND MARKS
5.1 No public statements or announcements relating to this
Agreement shall be issued by either party without the prior
written consent of the other party.
5.2 Each party agrees not to display or use, in advertising or
otherwise, any of the other party's trade names, logos,
trademarks, service marks or other indicia of origin (collectively
"Marks") without the other party's prior written consent, provided
that such consent may be revoked at any time.
6.5 You agree to comply with any additional restrictions that
are provided with any Third-Party Software,
6.6 AT&T warrants that all AT&T Software will perform
substantially in accordance with its applicable published
specifications during a warranty period of ninety (90) days
beginning on the date of delivery of the AT&T Software to You.
If You return to AT&T, within the ninety (90) day warranty period,
any AT&T Software that does not comply with this warranty,
then AT&T, at its option, will either repair or replace the portion
of the AT&T Software that does not comply or refund the amount
paid by You for such failed or defective AT&T Software. This
warranty will apply only if the AT&T Software is used in
accordance with the terms of this Agreement and is not altered,
modified or tampered with by You or Users.
7.0 ADJUSTMENTS TO MINIMUM PURCHASE
COMMITMENTS
In the event of a business downturn beyond Your control, or a
corporate divestiture, merger, acquisition or significant
restructuring or reorganization of your business, or network
optimization using other AT&T Services, or reduction of the
rates and charges, or chronic Service failures, or force majeure
events, any of which significantly impairs your ability to meet
Your minimum purchase commitments under an Attachment,
AT&T will offer to adjust the affected commitments so as to
reflect Your reduced traffic volumes, after taking into account the
effect of such a reduction on AT&Ts costs and the AT&T prices
that would otherwise be available at the revised commitment
levels. If we reach mutual agreement on revised purchase
commitments, we will amend or replace the affected Attachment,
as applicable. This provision shall not apply to a change
resulting from a decision by You to transfer portions of Your
traffic or projected growth to service providers other than AT&T.
You must give AT&T written notice of the conditions You believe
will require the application of this provision. This provision does
not constitute a waiver of any charges, including shortfall
charges, incurred by You prior to amendment or replacement of
the affected Attachment.
8.0 FORCE MAJEURE
Neither AT&T nor You shall be liable for any delay, failure in
performance, loss or damage due to: fire, explosion, power
blackout, earthquake, flood, the elements, strike, embargo, labor
disputes, acts of civil or military authority, war, acts of God, acts
or omissions of carriers or suppliers, acts of regulatory or
governmental agencies, or other causes beyond such party's
reasonable control, whether or not similar to the foregoing,
except that Your obligation to pay for charges incurred for
Services received by You shall not be excused,
9.0 LIMITATIONS OF LIABILITY
9.1 For purposes of all exclusive remedies and limitations of
liability set forth in this Agreement or any Attachment, "AT&T"
shall be defined as AT&T, its Affiliates, and its and their
employees, directors, officers, agents, representatives,
subcontractors, interconnection service providers and suppliers;
and "You" shall be defined as You, Your Affiliates, and Your and
their employees, directors, officers, agents, and representatives;
and "Damages" will refer collectively to all injury, damage,
liability, loss, penalty, interest and expense incurred.
9.2 EITHER PARTY'S ENTIRE LIABILITY AND THE OTHER
PARTY'S EXCLUSIVE REMEDIES, FOR ANY DAMAGES
CAUSED BY ANY SERVICE DEFECT OR FAILURE, OR FOR
OTHER CLAIMS ARISING IN CONNECTION WITH ANY
Page 3of3
SERVICE OR OBLIGATIONS UNDER THIS AGREEMENT
SHALL BE:
(i) FOR BODILY INJURY OR DEATH TO ANY PERSON, OR
REAL OR TANGIBLE PROPERTY DAMAGE, NEGLIGENTLY
CAUSED BY A PARTY, OR DAMAGES ARISING FROM THE
WILLFUL MISCONDUCT OF A PARTY OR ANY BREACH OF
ARTICLES 4 OR 5, THE OTHER PARTY'S RIGHT TO PROVEN
DIRECT DAMAGES;
(ii) FOR DEFECTS OR FAILURES OF SOFTWARE, THE
REMEDIES SET FORTH IN SECTION 6.6;
(iii) FOR INTELLECTUAL PROPERTY INFRINGEMENT, THE
REMEDIES SET FORTH IN ARTICLE 11;
(iv) FOR DAMAGES OTHER THAN THOSE SET FORTH
ABOVE AND NOT EXCLUDED UNDER THIS AGREEMENT,
EACH PARTY'S LIABILITY SHALL BE LIMITED TO PROVEN
DIRECT DAMAGES NOT TO EXCEED PER CLAIM (OR IN THE
AGGREGATE DURING ANY TWELVE (12) MONTH PERIOD)
AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS MADE
BY YOU FOR THE AFFECTED SERVICE DURING THE
THREE (3) MONTHS PRECEDING THE MONTH IN WHICH
THE DAMAGE OCCURRED. THIS SHALL NOT LIMIT YOUR
RESPONSIBILITY FOR THE PAYMENT OF ALL PROPERLY
DUE CHARGES UNDER THIS AGREEMENT.
9.3 EXCEPT FOR THE PARTIES' ARTICLE 11
OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL
DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES
FOR LOST PROFITS, ADVANTAGE, SAVINGS OR
REVENUES OF ANY KIND OR INCREASED COST OF
OPERATIONS.
9.4 AT&T ALSO SHALL NOT BE LIABLE FOR ANY
DAMAGES ARISING OUT OF OR RELATING TO:
INTEROPERABILlTY, ACCESS OR INTERCONNECTION OF
THE SERVICES WITH APPLICATIONS, EQUIPMENT,
SERVICES, CONTENT OR NETWORKS PROVIDED BY YOU
OR THIRD PARTIES; SERVICE INTERRUPTIONS OR LOST
OR ALTERED MESSAGES OR TRANSMISSIONS); OR,
UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION,
LOSS OR DESTRUCTION OF YOUR, USERS' OR THIRD
PARTIES' APPLICATIONS, CONTENT, DATA, PROGRAMS,
INFORMATION, NETWORK OR SYSTEMS.
9.5 EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, AT&T MAKES NO WARRANTIES, EXPRESS
OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR
ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE
OF DEALING OR COURSE OF PERFORMANCE.
EQUIPMENT PROVIDED BY AT&T IN CONJUNCTION WITH A
SERVICE IS PROVIDED ON AN "AS IS" BASIS.
9.6 THE LIMITATIONS OF LIABILITY SET FORTH IN THIS
AGREEMENT SHALL APPLY: (i) REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT,
STRICT LIABILITY OR OTHERWISE; AND (ii) WHETHER OR
NOT DAMAGES WERE FORESEEABLE. THESE
LIMITATIONS OF LIABILITY SHALL SURVIVE FAILURE OF
ANY EXCLUSIVE REMEDIES PROVIDED IN THIS
AGREEMENT.
10.0 TERMINATION
10.1 If a party fails to perform or observe any material term or
condition of this Agreement and the failure continues
unremedied for thirty (30) days after receipt of written notice, (i)
the other party may terminate for cause any Attachment affected
AT&T PROPRIETARY
070100 MA_VER_VII.DOC
AT&T MA Reference No.
ADDENDUM TO
MASTER AGREEMENT
This is the Addendum to the Master Agreement by and between Monroe County Board of County
Commissioners("Customer", "You" or "Your"), a political sub division of the State of Florida doing
business through the Monroe County Tourist Development Council having a place of business at 1201
White Street, Suite 102, Key West, FL, 33040, and AT&T Corp., a New York corporation ("AT&T"), with
offices at 55 Corporate Drive, Bridgewater, NJ 08807, on behalf of itself and its affiliates.
CUSTOMER and AT&T hereby agree to the following modifications to the General Terms and Conditions
of the Master Agreement:
1. Article 9.0 - LIMITATIONS OF LIABILITY
Section 9.6 is modified by adding: "(ii) Customer's liability is limited by Florida Statutes, Section 768.28
and nothing in this Agreement shall be construed to waive that limitation.
2. Article 11.0 - FURTHER RESPONSIBILITIES
Section 11.3 is modified by adding "subject to the limitations of Florida Statutes section 768.28." after the
word "Service" in the second sentence.
3. Article 12.0 - GENERAL PROVISIONS
Section 12.6 is modified by deleting "New York," and replacing it with "Florida," before the word
"excluding",
Except as modified herein, the terms of the Master Agreement remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, AT&T and You have caused this Addendum to be executed by their duly
authorized representatives.
s:F-~:.:::::s~ ~,
(Authorized Signature)
_~ tr<-b; +, ,
(Typed or Printed Name)
. S0~S ~'~ rraSI~
(TItle) ~ }
:J f 0 0
(Date)
CUSTOMERMonroe County Board of County
Co issionsers
~
C
ture)
c; W~ €
{Typed or Printed Name)
/V t.-V6f/Vr
AT&T PROPRIETARY
l) ATE
f0
ANN~ A. ~TTON
t1/15 1/
AT&T CORP.
Custom/MonroeCounty/GS/3-15-01
ATTACHMENT 1
AT&T Communications. Inc. (" AT &T") and the Board of County Commissioners for
Monroe County, Florida ("Custol)'lern) hereby agree to modify Agreement by adding the
following to the sectioned titled:
"Charl!el for Service...l.eyenye Comp!ltm~tlt"
NON-APPR.OPRIATION OF FUNDS
A. Customer WlUTlmts that it has funds available to pay all amounts due horeunder
tbrolJgh the eod of its CWTcnt appropriation period and warrants tlu1:hcr that it will
request funds to make payments in ea~h appropriation period from now until the
end of the Agreement term.
B. In the event that (i) funds are not appropriated and arc not otherwise available for
any fiscal period of the customer following its current fiscal year ("subsequent
fiscal period'") for the acquisition of services and functions which IU'e the same as
or similar to those provided under the Agreement, (ij) such nonappropriation has
not resulted from any act or failure to act of the Customer, and (iil) the Customer
has eJl1austcd all funds legally available for payment under Agreement and no
other legal procedwe shall exist whereby payment thereunder can be made to
AT&T. then the Customer may tennin4te the Agreement as of the last day for
which funds were approprillted or otherwise made available by giving sixty (60)
days prior wriUen notice of termination to AT&T.
C. Tcnnination of this Agreement purluWlt to this Pawagr"pb is'not" defal.llt by the
Customer. Upon such termination. the Customer shall be released from its
obliption to make all future paymonts amd sb"ll not be liable for CQD.cellauon or
tennination emges.
SCOPE OF SERVICES:
1, Provider shall supply long distance telephone service to the five (5) Monroe County Chambers of
Commerce located in Key Largo, Islamorada, Marathon, Big Pine and Key West and to the office of the
Tourist Development Councillocated at 1201 White Street, Suite 102, Key West, FL 33040-3328.
2. Provider shall supply the special service features that would include basic routing, redirection,
announcements and other control features applicable.
3. Provider shall furnish all labor , materials, supervision and equipment to accomplish the Scope of
Services.
4.
Interstate
UniPlan OneRate Cost
Per Minute
Switched Outbound
0.0675**
Switched Inbound
0.0675**
Intrastate
Switched Outbound
0.0675**
Switched Inbound
0.0675**
5. Provider shall charge per month for each of the following features:
Control Features
Cost
$100/month
.07 per announcement played
.10 per minute of elapsed time
$ 120/month
~
~
A
Enhanced Announcement Features
C
Call Redirection features
$25/800 number, $500 maximum
~
.03 per redirected call ~
$10.00 minimum charge
B
Basic Routing Features
(call routing, time manager, emergency routing)
D
Detailed billing on Disc
No Charge
** PRICES QUOTED ARE BASED ON 24 MONTH, $2,000.00 PER MONTH AGREEMENT.
**Prices quoted are based on Tariff Rates less discount
CLudomer Nlm.: AT&T Cu8kl1lW Account #:
Monroe Cclul'Ity TOC
CUltom., Full Add,., .. Zip: A Tl T F~II Add,.., .. ZIp: Cu.tamw Conlllct: J..n i)rahl",uh
1201 White Stre,tSTE 10~ 480 HE 21511'1 SIJeet TEll. ':3015-288-1652
I FL 33040 M18IYl1. FL 33149 AT&T COntact
Tel. tt. -.1 954lJ3&"'~~:
EmIlIID: krnmawln Itt.earn
Mister CUllome, No.: AEPID:
1 I ,ppolllt "T6 T .. my "'10 hM4!e IIIl1r1nlltllllllll whh 1111 l.PcIIl:II;h..,.
Camp8f1V(a) (l.EC) rot '''11111''111\1 01' clIInglnQ "T&T LaI1lI ClWnaa 11/VlCI. 1.OCeI TOr
~I\IIC:t, I-oclll SaNk:a and In......ClNI seMCI, AT&T m.. afIIr _ ..rvIC11 b' all
lII.phone II... '11OG1IIod wtlll lha m-IrI q.d T.laphgn. "lumr*(IIIITN.) httlllllllNl
01 In 1/1. ...cIImant. and lCl I.... Inetnlc\lQtl, III 11M III IllNrwIA ... wIIh 111. LEe
II_lnll l1li 8TN.. If 11111 llIlII'l~ .. IltII IplGlfy 1111 1lIIGI~ ITH'. IhII
IppoIn~ ~. ~ III ... IIMGe lIQlQunII fgr llfIRh w.... app..-I II ""
IllIIIIOllWI of reClQ.
3, IT 1$ f'URTliEA UHOEA8TOOD ThAT DUlliNG THI! lHl'l'1No PAUUIICRIPTION I'PIOO FOIl'l.oeAl- T~l.' sQNlCli. ~ _lN~ IIY ~ arATE GOIIE""ltIIQ IlODV, THE PIC
CIiNIClE CHARGE UAV ... w~p FOR Il/IlINITIAL TIME PERIOD. HOWt:IlEII." 1$ ACtcNOW\.aIOiP THAT,. CHARGE PER ~NE MAV lIE APPLIED IV THE LOCAL TilUHONf!
COMP,,"V '011 $UliIUQU"Nr cttANOE&
2. II1I .....11_ "'II: Onfy lIll8 Glnr IllIY be dlllQrlllllcl tar l.ol1ll 1:1"",.,.
$trvICI, 0", one CIntar IIlIIr be .".... fOr'L.GcIl TOIl' SttfICle. CfllV onlllll'lllt
".., lit dlllglllllCl fllr I.CIGII allNlGl, Only GIlt Glrrilr IllN lie -.Ign...tur
I~ 8....... ..... _1I1'lMH IIIlIPIlOM llIII'l'llllt.ncl "-' l1li tIIIOIIOt\ 01
molllllln 0lIl eertItt lot eiltler lAIlG ~ liIenr~, '1.oc:l!I Tor ...., Local
SINtCI. Of 1/ItIm1llilnl8'MIlI ..1nvWIdI1I Inv cholc;a.
4. THII APPDlNT"PfT 18 FOil:
l.ONG OISTANCS (lNTEAl.ATAI seRVICE
LOCAL TOLL I~TA) 81!lMCE
I.DCAL SERVICE
Cal.ULAR
~n!:'!;!ONAL SERVIOE
V..
Yo
Yo
Y..
Yo
-.
BIlInkat Lo.t. B11~ \.OA
(Far ,a IacII1IDll. In IhI Un~ ~te.)
I..oGIIII9rt apeclftO \.OA B1en1c1t IA'
CSpoeIfv ~ lI~ecl TIllePhDll' NIM'lltln andIor WllIldng Telephone
Num.. II I_MIll
5. THII APPOINT",T 18
AfI'''LICAlLE TO THe POLL.OWINCi
~OC:ATION'
(CHOO6~ ONE)
Ii_ Thla Appalntmwll ,... IIW llf\CI' lP~nlmlnll far "',1If\IIClM lrMIlWd t- IIfId 11'1" be fMlIIlId It Ill, am..
ACCePTED IV AT'T:
:>
D. T1110)l
10- Oltll:
13. TIlII:SlIII VlcI Prellclent
14. D.18:
., . t.1n fan:e unr.H .net untll ,lIlIUk8d lilt llIJt r.
.c' . l. KOlHAGE, ClERK
c. E;)J
DEPUTY CLERK
("lATE
AT &T RESPONSE TO RFP
FOR
MONROE COUNTY
TOURIST DEVELOPMENT COUNCIL
FEBRUARY, 2001
ATTACHMENT II
February 16,2001
Monroe County Tourist Development Council &
Monroe County Board of County Commissioners
Key West, Florida 33040
AT&T is pleased to submit our response to your Request for Proposal as your long
distance carrier.
The attached documentation will further detail why AT&T believes we are the "Right
Choice" to continue meeting your long distance requirements. We maintain our
leadership in the telecommunications industry because of our service, reliability,
innovation and price.
Why AT&T?
Service
. AT&T has engineered and implemented the existing call routing system for the TDC.
This is an extremely complex and technical design. For the 1-800-FLA-KEYS
number we built 24 different "trees" to handle every possible caller scenario.
. We have developed a Disaster Recovery Plan and Alternate Call Allocation plan,
which can be and has been activated in five minutes.
. We have built an excellent working relationship with the TDC, and have
demonstrated our responsiveness to requests.
. We have provided the organization with work numbers of our personnel in case of
emergency.
. AT&T regards community involvement as highly as it does quality service.
Reliabilitv
. AT&T leads the industry in "uptime". The AT&T Worldwide Intelligent Network is
recognized by customers, the trade press and the industry as the largest, most
sophisticated and reliable network in the industry and in the world. The AT&T
network handles 250 million calls per day, completing 99.988% on the first attempt.
. AT&T's network center FASTAR in New Jersey has been duplicated in another
location for National Security.
. We have an Uninterrupted Service Guarantee.
Innovation
. AT&T Bell Laboratories initially developed 800 service, as well as elaborate features
to customize calls according to your needs.
· AT&T's long history in the implementation and use of the 800 Advanced Features
allow us to claim the industry's highest rating for customer satisfaction.
. We developed the 800 Toll Free Directory. Only AT&T customers enjoy the
additional advertising and marketing opportunities it affords.
Price
· We have negotiated a special price for our bid response that offers extremely
competitive pricing.
. There are no installation charges with AT&T since this is an existing service.
· We have demonstrated our commitment to the TDC as one of our premiere customers
in the Florida Keys.
· We have 100% hardware and software answer supervision, which guarantees that
your calls will be accurately timed, resulting in fewer minutes charged than our
competitors.
In summary, we submit the following documents for your review. We believe that our
response, our past performance and our competitive pricing demonstrate our commitment
to the TDC. We would like to retain your business.
Sincerely,
Yolanda Morgan
AT&T
GENERAL CONDITIONS OF PROPOSAL AND CONTRACT:
AT&T is in compliance with this section.
RESERVATIONS
We recognize the right of the Board of County Commissioners to reject any or all items
of this proposal.
AFFIDAVITS AND PROPOSAL DOCUMENT:
The required documents are signed and attached.
INDEMNIFICATION:
AT&T agrees to all articles in this section
FAIR COMPETITION:
AT&T acknowledges and accepts this section.
CHANGES TOIINOUIRIES REGARDING SPECIFICATIONS:
AT&T acknowledges and accepts this section.
WAIVER OF TECHNICALITIES AND SPECIFICATIONS:
AT&T acknowledges and accepts this section.
DELIVERY AND F.O.B. POINT:
AT&T acknowledges and accepts this section.
LABOR. WAGES. AND WORK SCHEDULE:
AT &T is in full compliance with this section.
INSURANCE:
Reference Exhibit A "Insurance Checklist" is completed and attached to the AT&T
response.
PERMITS:
AT&T acknowledges and is in compliance with this section.
TAXES:
AT&T has your tax exemption certificate on file, as evidenced by a copy in the
attachments to this proposal.
GOVERNING LA WNENUE:
AT&T acknowledges and accepts this section.
PERFORMANCE GUARANTY:
AT&T is in compliance as demonstrated by our Annual Report attached.
TERMINATION FOR DEFAULT/CONVENIENCE:
AT&T is in agreement with Paragraphs A and B of this section.
Section C-AT&T Public Tariff takes precedence over this section. It states that if funds
are not available, or the entity is dissolved there is no liability. FCC Tariff No. 1 & 2.
NON-DISCRIMINATION:
AT&T is in agreement and compliance with this section.
PAYMENTS:
AT&T acknowledges this section.
SUBLETTING OR ASSIGNMENT:
AT&T acknowledges and is in agreement with this section.
CONTRACTOR'S COOPERATION:
AT&T is in agreement with this section.
I
GENERAL RESPONSIBILITY OF CONTRACTOR:
A). AT&T agrees
B). Any change to the AT&T tariffs will be passed along to the TDC.
C). AT&T agrees to provide all information upon request.
D). AT&T agrees
E). AT&T agrees
CHANGES TO CONTRACT:
"
..i
AT&T is in agreement with this section.
ACCESS AND RETENTION OF RECORDS:
AT&T is in agreement with this section.
COORDINATION WITH COUNTY:
AT&T is in agreement with this section.
NON-AWARD:
AT&T is in agreement with this section.
CONFLICT OF INTEREST:
AT&T is in agreement with and will comply with this section.
TRADE SECRETS AND CONFIDENTIAL INFORMATION:
I
AT&T is in agreement with this section and will comply.
TERM OF CONTRACT:
AT&T is in agreement with this section.
CONTRACT REQUIREMENTS:
AT&T is in agreement and will comply with this section.
PERFORMANCE AND PAYMENT BONDS:
AT&T is in agreement with this section.
ORDER OF PRECEDENCE:
AT&T is in agreement with this section, except where the AT&T Tariff, which is part of
Federal Law, may conflict. The Tariff is public information on file with the Federal
Communications Commission.
INVOICES:
AT&T is in agreement with this section.
FAILURE OF PROPOSER TO EXECUTE CONTRACT:
AT&T is in agreement with this section.
COMMENCEMENT OF SERVICES:
AT&T is in agreement with this section.
QUALIFICATIONS:
AT&T is in compliance with Sections A through C.
D.) Names of AT&T Personnel involved with this Project:
Name
Title
'Telephone Number
800-708-2284 E::f-t-. 71, 5/
r~ \ ({~lb
954693-9994 e.-"f.t" 't
qo8' 6si-l~S S
Yolanda Morgan
Account Executive
Yvette Youngberg
Sales Manager
-( ~ V1\~
EVALUATION:
A.) AT&T is in compliance, as evidenced by attachments.
B.) AT&T is in compliance, as evidenced by attachments.
C.) AT&T is in compliance, as evidenced by attachments.
D.)
1. AT&T is in compliance, as evidenced by attachments
2. AT&T is in compliance, as evidenced by the fact that the TDC has been and is
currently an AT&T client. AT&T will be happy to provide additional client
information, upon request.
CONTRACT:
AT&T is in agreement with this section.
SCOPE OF SERVICES:
1. Provider shall supply long distance telephone service to the five (5) Monroe County Chambers of
Commerce located in Key Largo, Islamorada, Marathon, Big Pine and Key West and to the office of the
Tourist Development Council located at 1201 White Street, Suite 102, Key West, FL 33040-3328.
2. Provider shall supply the special service features that would include basic routing, redirection,
announcements and other control features applicable.
3. Provider shall furnish all labor , materials, supervision and equipment to accomplish the Scope of
Services.
r.~"".'.; :.-~_.'
UniPlan OneRate Cost
Per Minute
4.
Interstate
~~!~~Ei FER 7 1 2001
Switched Outbound
0.0675**
Switched Inbound
0.0675**
Intrastate
Switched Outbound
0.0675**
Switched Inbound
0.0675**
5. Provider shall charge per month for each of the following features:
Control Features
Cost
$100/month
.07 per announcement played if~
.10 per minute of elapsed time
$ 120/month
A
Enhanced Announcement Features
B
Basic Routing Features
(call routing, time manager, emergency routing)
$25/800 number, $500 maximum
C
Call Redirection features
.03 per redirected call
$10.00 minimum charge
~/I
D
Detailed billing on Disc
No Charge
** PRICES QUOTED ARE BASED ON 24 MONTH, $2,000.00 PER MONTH AGREEMENT.
**Prices quoted are based on Tariff Rates less discount
EXHIBIT l'.
RISK MANAGEMENT
POLICY AND PROCEDURES
CONTRACT ADMINISTRATION
MANUAL
General Insurance Requirements
for
Other Contractors and Subcontractors
As a pre-requisite of the work governed, or the goods supplied under this contract (including the
pre-staging of pe~sonn~l and material), the Contractor shall obtain, at his/her own expense,
insurance as specIfied In any attached schedules, which are made part of this contract. The
Contractor will ensure that the insurance obtained will extend protection to all Subcontractors
engaged by the .Contractor. As an alternative, the Contractor may require all Subcontractors to
obtain insurance consistent with the attached schedules. .
The Contractor will not be pennitted to commence work governed by this contract (including
pre-staging of personnel and material) until satisfactory evidence of the required insurance has
been furnished to the County as specified below. Delays in the commencement of work, .
resulting from the failure of the Contractor to provide satisfactory evidence of the required
. insurance, shall not extend deadlines specified in this contract and any penalties and failure to
perform assessments shall be imposed as if the work commenced on the specified date and time,
except for the Contractor's failure to provide satisfactory evidence.
The Contractor shall maintain the required insurance throughout the entire term of this contract
and any extensions specified in the attached schedules. Failure to comply with this provision
may result in the immediate suspension of all work until the required insurance has been
reinstated or replaced. Delays in the completion of work resulting from the failure of the
Contractor to maintain the required insurance shall not extend deadlines specified in this contract
and any penalties and failure to perform assessments shall be imposed as if the work had not
been suspended, except for the Contractor's failure. to maintain the required insurance:
The Contractor shall provide, to the County, as satisfactory evidence of the required insurance,
either:
· Certificate of Insurance
or
· A Certified copy of the actual insurance policy.
The County, at its sole option, has the right to request a certified copy of any or all insurance
policies required by this contract.
All insurance policies must specify that they are not subject to cancellation, non-renewal,
material change, or reduction in coverage unless a minimum of thirty (30) days prior notification
is given to the County by the insurer.
The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving
the Contractor from any liability or obligation assumed under this contract or imp,osed by law.
Administativc: Instruction
#4709.2
1
The Monr,oe County Bo...._ of County Commissioners, its employees and officials will be
included as "Additional Insured" on all policies, except for Workers' Compensation.
Any deviations from these General Insurance Requirements must be requested in writing on the
County prepared form entitled "Request for Waiver of Insurance Requirements" and
approved by Monroe County Risk Management.
Administative Instruction
#4709.2
2
GENERAL LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
AT-+T
Prior to the commencement of work governed by this contract, the Contractor shall obtain .
General Liability Insurance. Coverage shall be maintained throughout the life of the contrad and
include, as a minimum: .
. Premises Operations
· Products and Completed Operations
. Blanket Contractual Liability
· Personal Injury Liability
· Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
.
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract.'
In addition, the period for which claims may be reported should extend for a minimum oftwely.e
(12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
GLI
Administration Instruction
. #4709.2
3
WORKERS' COMPENSATIO.
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440.
In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less
than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$100,000 Bodily Injury by Disease~ each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorIzed to transact business in the
state of Florida.
If the Contractor has been approved by the Florida's Department of Labor, as an authorized self-
insurer, the County shall recognize and honor the Contractor's status. The Contractor may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
of Insurance, providing details on the Contractor's Excess Insurance Program. ." .
If the Contractor participates in a self-insurance fund', a Certificate of Insurance' will be required~
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
wel
Administration Instruction
#4709.2
4
~'...' .~
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~sued Pursuant to Chapter 212, Florid'atutes
Certificate Number
Issue Date
Expiration Date
06/29/2002
54-03-022505-53C
06/29/97
This Certifies That
MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS
500 WHITEHEAD ST
KEY WEST FL 33040-6581
111I~velllIICQle:l:S ....."-1..
Non-transferable. R.03/97
Type of Organization
COUNTY
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1UN 2 a 199f
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Is Exempt From the Payment of Sales and Use Tax on the Purchase or Lease of Tangible Personal Property, the
Lease of Transient Rental Accommodations or Real Property.
. ..', '-..~ ......~ I.,'i' ,... j .....#.. ".' ..... .... ..... .... ..
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5
L.H. Fuchs
Executive Director
NON-COLLUSION AFFIDA vir
I, A (\ () t:. I ~ } e( ofthe city
of 1="0 r ~ LQu...clQ."....d..cLl.e_ according to law on my oath, and under
penalty of perjury, depose and say that;
1) I am Q pe~cr..J1Qr\ s m.a:..n~ ( ,Cor AT...:T , the bidder making the
Proposal for the project described as follows:
.
R. t::"P. 0)00 roe e..eUf\~kJ 'IOUYl5t 'Deve)ap~+ toUJlcA J
Lv Y18 D l's \-an u?.-
2) The prices in this bid have been arrived at independently without collusion,
consultation, communication or agreement for the purpose of restricting competition, as
. to any matter relating to such prices with any other bidder or with any competitor;
3) Unless othelWlse required by law, the prices which have been quoted in this bid
have not been knowingly disclosed by the bidder and will not knowingly be disclosed by
the bidder prior to bid opening, directly or Indirectly, to any other bidder or to any
competitor; and
4) No attempt has been made or will be made by the bidder to Induce any other
person, partnership or corporation to submit, or not to submit, a bid for the purpose of
restricting competition;
5) The statements contained in this affidavit are true and correct, and made with
full knowledge that Monroe County relies upon the truth of the statements contained In
this affidavit in awarding contracts for said project.
STATEOF ~I()nd{l,
--, ~
ll/T\.A'> ~
(Signature of
;lll~ J 0 I
COUNTY OF J~)( D~
DATE
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
An n 1:, ~~er who, after first being sworn by me, (name of
individual sigm g) affixed his/her signature in the space prOVided above on this
I (p day of ~~bru.a..:j ,~ ~06J .
~ · AAJ -r1. .Ill., rn ~~ My commission expires:
~OTARY PUBLIC (j .:',t>".
OMB - MCP FORM #1
. CYNTHIA M. MCN!RN!Y
1101''' taiV 1IDOH '. ~5
.... EXPIReS JUN G:1.
.. 1ClM:8)....
ArNNllfN>> NOrMY
6
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
A'Tc(J
(Name of Business)
1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing,
possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that
will be taken against employees for violations of such prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of
maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance
programs, and the penalties that may be imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual services that are under bid a
copy of the statement specified in subsection (I).
4. In the statement specified in subsection (I), notify the employees that, as a condition of working on the
commodities or contractual services that are under bid, the employee will abide by the terms of the
statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any
violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any
state, for a violation occurring in the workplace no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation
program if such is available in the employee's community, or any employee who is so convicted.
6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this
section.
As the person authorized to sign the statement, I certify that this firm complies fully with the above
requirements.
O--~, '~
Bidder's Signature ~
c:2-IlD-OI
Date
OMB - MCP#5
7
I
NOTICE OF REQUEST FOR SIOS
\
NOTICE IS HEREBY GIVEN TO WHOM IT MAY CONCERN, that on February 20, 2001 at
3:00 P.M., at the Purchasing Office, a committee consisting of the Director of Management and Budget
and Purchasing, the County Administrator, the County Attorney, and the TDC Office Manager, or their
designees, will open sealed proposals for the following:
LONG DISTANCE SERVICES
All proposals must be received by the Office of Purchasing, 5100 College Road, Public Service
Building, Cross Wing, Room 002, Stock Island, Key West, FL 33040, on or before 3:00 P.M. on
February 20,2001
Copies of all responsible proposals shall be reviewed by the Tourist Development Council and
brought forward to the Monroe County Board of County Commissioners at its meeting of March 22, 2001.
The opening committee will automatically reject the proposal of any person or affiliate who
appears on the Convicted Vendor list prepared by the Department of General Service, State of Florida,
under Section 287. 133(3)(d), F.S. (1989).
This Request for bids is made in lieu of competitive sealed bidding because it is not practicable
for the County to determine all specifications without knowing the resources and technological capacity of
potential providers. All bidders must submit two (2) signed originals and twelve (12) complete copies of
each proposal in a sealed envelope marked on the outside, "Long Distance Services". All proposals
must remain valid for a period of ninety (90) days. Specifications may be obtained by contacting Monroe
County Purchasing Department @ (305) 292-4465 and questions should be directed to the Administrative
Office of the Tourist Development Council @ (305) 296-1552.
The Board reserves the right to reject any and all proposals, to waive informalities in any or all
proposals, and to readvertise for proposals. The Board also reserves the right to separately accept or
reject any item or items of proposal and to award and/or negotiate a contract in the best interest of the
County. .
DATED AT KEY WEST, FLORIDA, THIS
DAY OF
.2001.
PURCHASING DEPARTMENT
FOR MONROE COUNTY, FL
Long Distance Services
Request For Bid FY 2001
GENERAL CONDITIONS (,. t'ROPOSAL AND CONTRACT:
Sealed proposals with two (2) signed originals and twelve (12) copies, submitted on the attached
proposal forms shall be addressed to the Office of Purchasing, 5100 College Road, Public Service
Building, Cross Wing, Room 002, Stock Island, Key West, FL 33040, no later than 3:00 p.m. on
February 20, 2001.
Bids received after the above-stated time and date for opening shall be automatically disqualified.
Telegraphic proposals shall not be considered.
Envelopes should be sealed, addressed as stated above, with the envelope clearly marked "Long
Distance Services" as well as the name and address of the proposer.
RESERVATIONS:
The Board of County Commissioners reserves the right to reject any and all proposals, to waive
irregularities, formalities, and technical defects in any and all proposals; to readvertise for proposals; to
separately accept or reject any item or items of a proposal; to award and/or negotiate a contract in the
best interest of the County; and to retain all proposal documents, whether rejected or not.
AFFIDAVITS AND PROPOSAL DOCUMENT:
All proposals shall be complete and submitted with the required number of copies. Forms which
must be completed, executed and submitted with the proposal documents are attached hereto and are as
follows:
Non-Collusion Statement - Form MCP #1
Drug-Free Workplace - Form MCP #5
Additionally, the successful proposer will be required to sign an Ethics Clause, Form MCP #4,
prior to commencement of a Contract.
THE PROPOSAL AND AFFIDAVITS' SIGNATURE PAGES MUST BE SIGNED BY AN
AUTHORIZED PERSON. If proposal is submitted on behalf of any corporation, it must be signed in the
name of the corporation by the corporate president or such other officer as an attached resolution of the
corporations' board of directors authorizes to sign binding Contracts. (Attach resolution if applicable.)
FAILURE TO COMPLY SHALL BE CAUSE FOR REJECTION OF PROPOSAL.
INDEMNIFICATION:
The contractor covenants and agrees to indemnify and hold harmless Monroe County Board of
County Commissioners from any and all claims for bodily injury (including death), personal injury, and
property damage (including property owned by Monroe County) and any other losses, damages, and
expenses (including attorney's fees) which arise out of, in connection with, or by reason of services
provided by the contractor or any of its subcontractor(s) in any tier, occasioned by the negligence, errors,
or other wrongful act or omission of the contractor or its subcontractors in any tier, their employees, or
agents.
In the event the completion of the project (to include the work of others) is delayed or suspended as a
result of the contractor's failure to purchase or maintain the required insurance, the contractor shall be
indemnify the County from any and all increased expenses resulting from such delay.
The first ten dollars ($10.00) of remuneration paid to the contractor is for the indemnification provided for
above.
Long Distance Services
Request For Bid FY 2001
2
The extent of liability is ii, ..0 way limited to, reduced, or lessenea tJ'f the insurance requirements
contained elsewhere within this Contract.
FAIR COMPETITION:
A) Competition in proposing is encouraged, even though a particular brand, trademark, logo,
copyright, or license is specified to indicate the level of quality desired. Bids will be considered on equal
products/materials/services when the proposer indicates clearly the product/material/service which is
being offered. A sample or sufficient data in detail to enable a proper comparison to be made with the
particular product/material/service shall be included. The determination of the acceptability of an
equivalent product/material/service shall be made by the County.
B) No proposer will be allowed to offer more than one (1) price on each item, even though he
has two or more types that will meet specifications. If the proposer includes more than one price on any
item, the County may, in its discretion, treat the entire proposal as unresponsive.
C) To better insure fair competition and to permit a determination of the most responsive and
responsible proposer, proposals may be rejected if they show any irregularities, conditions,
nonconformity's, or proposals obviously unbalanced.
D) Samples, where required, shall be delivered to the Director of OMB, 5100 College Road,
Public Service Building, Cross Wing, Room 002, Stock Island, Key West, FL 33040, unless otherwise
stated in the specification. Packages shall be marked, .Samples for Director of OMB" with the name of
proposer, contract title (Long Distance Services) and item number. Failure of the proposer to furnish an
itemized packing list and clearly identified samples as indicated may be considered sufficient reason for
rejection of the proposal.
CHANGES TO/INQUIRIES REGARDING SPECIFICATIONS:
Any prospective bidder who requests a change in, or interpretation or clarification of the true
meaning of, the Request for Bids documents or any part thereof, MUST submit to the Administrative
Office of the Tourist Development Council (305-296-1552), a written request for such change or
interpretation. Said request, with any supporting documents, drawings, etc., must be received by the
Administrative Office of the Tourist Development Council on or before five (5) working days prior to the
day on which the proposals are scheduled to be opened. Any substantive change or interpretation of the
documents, if made, will be made only by written addendum duly issued. A copy of such addendum will
be furnished to each known person receiving a set of RFB documents. The County will not be
responsible for any other explanations, changes, or interpretations of the proposed documents made or
given prior to the award of the contract.
WAIVER OF TECHNICALITIES AND SPECIFICATIONS:
Minor differences in specifications may be waived at the discretion of the County.
DELIVERY AND F.O.B. POINT:
A) Each proposer shall guarantee that he will deliver documents, materials, equipment,
and/or perform services in accordance with the delivery schedule as outlined in the contract.
B) All documents, materials, equipment, and/or services shall be delivered F.O.B.
destination unless otherwise clearly specified by the County.
C) The County reserves the right to charge the contractor $50.00, unless otherwise specified
in contract, for every day that documents, materials, and/or services are not delivered in accordance with
the delivery schedule. The daily charge may be invoked at the discretion of the County. This sum of
liquidated damages shall be deducted from payment and/or charged back to the contractor for payment to
County.
Long Distance Services
Request For Bid FY 2001
3
1. Allowances for delays and waivers of liquidated damages
shall be effective only if granted in writing by SOCC. Contractors
shall apply to SOCC in writing within five (5) days after the occur-
rence for which such allowance is claimed.
2. The decision of the County Commissioners as to what delays shall
not be charged against the contractor and the length of time for
which he shall be required to pay liquidated damages as specified
in the contract shall be final, conclusive, and binding upon both
parties to the contract.
D) If delivery or execution of services under this contract shall be delayed or suspended and
if such failure arises out of causes beyond the control and without fault or negligence of the contractor, the
contractor shall notify the County, in writing, within fifteen (15) days after the cause of the delay. Such
causes may include, but are not restricted to: Acts of God, Acts of the Public Enemy, Acts of any
governmental entity in its sovereign or contractual capacity, fires, floods, epidemics, restrictions, strikes,
freights, embargoes, and unusually severe weather. The County shall ascertain the facts and extent of
such failure, and if they determine that failure was occasioned by excusable causes, may increase
delivery time by a period equal to the aggregate time lost due to such causes.
C) If the proposer does not comply with the above, the termination for default provisions
shall be invoked.
LABOR, WAGES, AND WORK SCHEDULE:
A) Services contractors shall comply with all federal, state and local laws governing
minimum wages, equal pay for equal work, and discrimination on the basis of race, color, religion, sex,
national origin, age, handicap, sexual orientation, marital status, or any other characteristic or aspect
which is not job-related. If contractor is a corporation incorporated in a state other than Florida, contractor
shall comply with the laws of the state of incorporation and the state of Florida.
INSURANCE:
Reference Exhibit A (attached hereto).
PERMITS:
Contractor shall be responsible for securing all federal, state, local and utility permits and licenses
necessary to complete the contract.
TAXES:
The County is exempt from federal, excise, and state of Florida sales tax and does not reimburse
contractor for any such taxes paid by contractor.
GOVERNING LAWNENUE: This Contract shall be governed and construed by and in accordance with
the laws of the State of Florida and constitutes the entire Contract between the COUNTY and
PROVIDER. Venue for any dispute shall be in Monroe County.
Long Distance Services
Request For Bid FY 2001
4
PERFORMANCE GUARAI. ..
A successful contractor shall warrant, by signing this proposal document, that contractor has the
financial capability to execute the contract as specified. Financial statements, including balance sheet or
statement of assets, liabilities and equity, profit and loss statement, or income statement, and statement
of cash flows for the prior fiscal year (past three, if available) are requested to be attached as exhibits to
the proposal documents. However, upon opening of the bid package all contents therein are considered
public records and the proposer may desire to submit alternative evidence of financial capability.
The contractor, by signing the proposal, certifies that contractor, its principals, and any previously
owned business is/are not and have never been in default to Monroe County under the terms of any
contract. (Default means failure to fulfill contractual obligations where County had to take legal action to
obtain remedy or where a bonding company had to make good for contractor.)
TERMINATION FOR DEFAUL T/CONVENIENCE:
A) The County reserves the right to terminate any contract and Contract if there shall be
failure by contractor at any time to promptly perform faithfully any of its stipulations or in case of any willful
attempt to impose upon the County materials, reports, products and/or services inferior to that required by
the contract. Any action taken pursuant to this stipulation shall not affect or impair any right or claims of
the County to damages for the contractor's breach of any requirements of the contract. Termination for
cause shall require written notice to the contractor, giving an effective date of termination which may be
immediate. County shall not be obligated for any services rendered after said termination date.
B) Any cost and/or expense incurred under (A) above shall be deducted from and paid by
the County out of such monies as may be due or become due to the contractor. In case such expenses
shall exceed the amount which would have been payable under the contract if the same had been
completed by the contractor, contractor or its surety shall pay the amount of such excess to the County.
In the event that any contractor fails to execute and perform any contract awarded to same, contractor
shall forfeit the right to proposal on any future County contract for a period of time determined by the
BOCC and the contractor shall be liable for any costs incurred by the County as a result of contractor's
default.
C) The performance of work under this contract may be terminated by the County with or
without cause whenever the County shall determine that such termination is in the best interest of the
County, including but not limited to the event that funding is reduced or becomes unavailable. Any such
termination shall be effected by delivery to contractor of a Notice of Termination specifying the extent to
and conditions under which performance of work under this contract is terminated, and the date upon
which such termination becomes effective. Contractor shall be entitled only to compensation for services
rendered through the effective date of termination, and County shall not be obligated to pay for any
services rendered thereafter. Termination without cause and/or due to reduction or nonavailability of
funding shall require at least sixty (60) days written notice. Termination with cause shall require at least
five working days written notice.
NON-DISCRIMINATION:
During the term of this Contract, contractor shall comply fully with all applicable federal, state and
local laws concerning non-discrimination and, does, by signing this proposal, further agree as follows:
A) Contractor will not discriminate against any employee, applicant for employment,
contractor or other person on the basis of race, color, religion, sex, national origin, sexual orientation, or
handicap where the handicap does not affect an individual's ability to perform in a contractual or
employment position.
B) Contractor shall include the provision of paragraph (A) above in any subcontracts entered
for purposes of fulfilling contractor's obligations under this contract.
Long Distance Services
Request For Bid FY 2001
5
C) Contractor ~.",,' ees to open its records concerning equal \..1"',Jortunity employment and non-
discrimination policies and procedures to County upon reasonable request for inspection during normal
working hours.
PAYMENTS:
Contractor shall submit all documentation required by the County Finance Department in
accordance with instructions from said Department prior to payment of any funds awarded. Any inquiries
regarding such documentation requirements shall be addressed initially to the Administrative Office of the
Tourist Development Council (305-296-1552), but a prospective proposer may be directed to contact the
County Finance Department for specific answers to specific inquiries.
SUBLETTING OR ASSIGNMENT:
The contractor shall give his full personal attention constantly to the faithful execution of the
contract and shall keep same under his control. Assignment or subletting any part after the award of the
contract shall require approval in writing of the County. The contractor shall not, either legally or
equitably, assign any of the monies payable under the contract, or its claims thereto, unless with the
written consent of the County. Nothing contained in the contract documents shall create any contractual
relationship between any subcontractor and the County.
CONTRACTOR'S COOPERATION:
The contractor shall actively cooperate in all matters pertaining to the proper completion of the
contract services and shall come to such meetings of the County whenever requested in connection with
the performance of the contract.
GENERAL RESPONSIBILITY OF CONTRACTOR:
A) All equipment, materials and/or services furnished under this contract shall be in
complete compliance with all current federal, state, city and local regulations, standards, laws/ordinances
and statutes in any matter affecting performance and pricing under the contract, and must meet or exceed
specification requirements.
B) Contractor shall advise the County of any reductions in prices or wages of any awarded
items covered under the contract which occur after the date of submission of proposals as a result of
government control actions. In the event reductions occur after award is made but prior to invoicing, then
these reductions shall be automatically computed and become the controlling prices of the contract. If
price reductions occur after delivery and invoicing, contractor shall resubmit any reductions to the County
in the form of a check made payable to Monroe County.
C) The contractor shall, prior to or at the time of executing the contract, exhibit to the County
all licenses and permits required for the performance of the work referred to herein.
D) The contractor shall further pay all royalties, charges and fees, and give all notices
necessary and incident to the due and lawful prosecution of the work, shall identify in his proposal such
amounts applicable to the foregoing, and upon request of the County, submit written evidence of
compliance with the provisions.
E) The Contractor shall inform the County of any and all circumstances which may impede
progress of the work or inhibit the performance of the contract including, but not limited to, bankruptcy,
dissolution or liquidation, merger, sale of business, assignment, etc.
Long Distance Services
Request For Bid FY 2001
6
CHANGES TO CONTRAC'..
After the contract award, if either party desires changes to the contract, it must be requested and
accepted, in a written Contract, signed by both parties. No variations from the contract price and/or
schedule, either by addition to or deduction, shall be made without this written Contract.
ACCESS AND RETENTION OF RECORDS:
For all negotiated contracts or changes to contracts, the County Clerk, State Auditor General, the
cognizant federal agency or the Comptroller General of the United States or any of their duly authorized
representatives shall have access to any books, documents, papers, and records of the contractor which
are directly related to the specific contract, for the purpose of making audit, examination, excerpts and
transcriptions. Contractors shall maintain all required records for at least three (3) years after the County
has made final payments and all other pending matters are closed.
COORDINATION WITH COUNTY:
The services and documents required under this contract are to be carried out in coordination with
the Administrative Office of the Tourist Development Council. The work and material shall be strictly of
the best quality of the kinds herein specified and should any work or materials other than those specified
or shown be introduced into the work process, the County shall have full power to reject them. Should the
contractor persist in utilizing improper work or rejected materials, which shall give rise to the necessity for
a superintendent to constantly monitor the activities of the contractor, the County shall have full power to
employ such a superintendent at the expense of the contractor. Said superintendent shall be paid from
time to time out of any money due or becoming due to the contractor. The County shall have the power to
continue the employment of such superintendent until the completion of all work under the contract.
NON-AWARD:
County shall incur no liability to any proposer should an award not be made pursuant to this
Request for Bids (RFB). Proposers are solely responsible for their own expenses incurred in preparing
proposals whether or not County awards a contract pursuant to this Request for Bids.
CONFLICT .OF INTEREST:
The contract awarded pursuant to this RFB shall not inure to the financial or other interest of any
officer, agent or employee of the County.
SPECIAL CONDITIONS OF PROPOSAL AND CONTRACT
LONG DISTANCE AND SPECIAL FEATURES:
The Monroe County Tourist Development Council through its advertising campaign encourages
prospective visitors to the Florida Keys and Key West to call via six (6) 800 numbers for information
and/or a fulfillment package. Provider must have the ability to provide a menu system allowing the caller
to specify a specific Chamber of Commerce. Visitors calling in on the main 800 (800-FLA-KEYS) number
and who do not specify a Chamber of Commerce, are directed through a routing feature to the various
Chambers of Commerce by percentage of calls received (example: Key West 54%; Big Pine 5%;
Marathon 11 %; Islamorada 13% and Key Largo 17%. Provider must have the capability of adjusting this
feature when required. The remaining five (5) 800 numbers go directly to the specific Chamber of
Commerce.
Provider must also have the capability of providing an announcement feature and re-routing of all calls to
another source in the event calls cannot be received by the Chambers of Commerce (natural disaster,
breakdown of communications within the Florida Keys, etc.).
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Request For Bid FY 2001
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SCOPE OF SERVICES:
1. Provider shall supply long distance telephone service to the five (5) Monroe County Chambers of
Commerce located in Key Largo, Islamorada, Marathon, Big Pine and Key West and to the office of the
Tourist Development Council located at 1201 White Street, Suite 102, Key West, FL 33040-3328.
2. Provider shall supply the special service features that would include basic routing, redirection,
announcements and other control features applicable.
3. Provider shall furnish all labor, materials, supervision and equipment to accomplish the Scope of
Services.
4. Provider shall charge the amount of $
included) long distance usage.
per minute for Domestic (Canada
5. Provider shall charge per month for each of the following features:
Cost
A. Enhanced Announcement features
B. Basic routing features
(call routing, time manager, emergency routing)
C. Call redirection features
D. Detailed billing on Disc
E. Other optional control Features
List
Long Distance Services
Request For Bid FY 2001
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TRADE SECRETS AND CL..rIDENTIAL INFORMATION:
Trade secrets and confidential information may be subject to public disclosure under the State
Government in the Sunshine Law and Public Records Law unless protected by preemptive federal law.
Mark clearly any items which you consider to be a trade secret or confidential, although state law will be
applied on a case-by-case basis to determine whether the content will be subject to public disclosure.
TERM OF CONTRACT:
This contract term shall commence after the award date and proper execution of contract
documents and insurance. Upon receipt of all contracts, insurance certificates and required executed
forms, the recordation by the Clerk of the County shall determine the starting date for the contract and,
thus, the ending date.
CONTRACT REQUIREMENTS:
Contractor shall furnish all labor, materials, supervision and equipment to accomplish the Scope
of Services.
PERFORMANCE AND PAYMENT BONDS:
Performance and payment bonds are not required under this contract, which involves professional
services as distinguished from construction contracts.
ORDER OF PRECEDENCE:
In any and all cases of conflict between the Contract, the Scope of Services, the General
Conditions and Special Conditions of the RFB, the following order of precedence will be given:
A) Contract language
B) Special Conditions of RFB
C} Specifications of Scope of Services
D) General Conditions of RFB
E) Bid
INVOICES:
Deliver original invoices with one copy and supporting data for each to the Administrative Office,
Monroe County Tourist Development Council, 1201 White Street, Suite 102, Key West, Florida 33040-
3328.
FAILURE OF PROPOSER TO EXECUTE CONTRACT:
Should the proposer to whom the contract is awarded fail or be unable to execute the contract for
any reason within fifteen (15) days after award of contract, then the contract may be awarded to the next
most responsive and responsible proposer.
COMMENCEMENT OF SERVICES:
After the contractor furnishes all insurance certificates required of this contract and the contract is
executed by both contractor and County, and the County Clerk has recorded same, contractor shall
commence operations and services in conformity with the technical requirements and pursuant to the
agreed schedule.
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Request For Bid FY 2001
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QUALlFICA TIONS:
The successful proposer must possess the following skills, equipment, expertise, etc. at the time
of the proposer's submittal:
A) All licenses necessary to provide said services;
B) Previous experience in providing each of the services required by this RFB;
C) Sufficient resources to perform the required services, including personnel and
equipment;
D) Documents specifying any individuals who are proposed as key staff to perform
significant productive time in implementing and overseeing the services required under
this contract.
EVALUATION:
Evaluation of the proposals received in response to this RFB shall include consideration of the
following:
A) All documentation required by the RFB are attached to the proposal.
B) Cost, total and by tasks, to County
C) Experience and technical qualifications:
1. Experience - evaluated on scope and quality of relevant experience and past
performance.
2. Technical - evaluated on evidence of technical capability of providing service as
outlined in RFB.
D) Financial stability and ability to perform for full contract term:
1. Past and present financial solvency as evidenced by financial statements, and
2. Evidence of existing consulting Contracts with other clients for similar
services.
CONTRACT:
The County plans to enter into a contractual Contract with the successful proposer.
Long Distance Services
Request For Bid FY 2001
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