02/17/2010 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
Februal}' 22, 2010
TO:
Lisa Druckemiller, Sr. Adnlinistrator
Technical Services
FROM:
Isabel C. DeSantis, D. C.
At the February 17, 2010, Board of County Commissioner's meeting the Board granted
approval of a 1 Year Extension of Term for Bellsouth Business Master Agreement as amended
for Regulated Services and Volume and Term Agreement #FL03-F871-12 from AT&T.
Enclosed is a duplicate original, of the above-mentioned, for your handling. Should you
have any questions, please do not hesitate to contact this office.
cc: County Attorney
Finance
File /
AT&T MA Reference No. FL03-F871-00
Regulated Services Agreement FL03-F871-12
BELLSOUTH BUSINESSsM MASTER AGREEMENT FOR
REGULATED SERVICES AND VOLUME & TERM AGREEMENT
Monroe County
This BellSouth BusinesssM Master Agreement for Regulated Services and Volume & Term Agreement ("Agreement") is between Monroe
County ("Customer") and BellSouth Telecommunications, Inc. ("BST') and applies to Orders for the purchase of telecommunications services
from BST, and reported as URegulated Services" by BST in accordance with the FCC's Part 32 IlUniform System of Accounts". This
Agreement is or may be, a Contract Service Arrangement ("CSA") with respect to BST Regulated Services.
REGULATED SERVICES
1. Regulatory and Other Contractual Considerations.
1.1 Customer recognizes and agrees that this Agreement is subject to and controlled by BST's tariffs including, but not limited to, the
General Subscriber Services Tariff and the Private Line Services Tariff and all such revisions to said tariffs as may be made from time to time,
and are not intended to replace or supersede existing tariffs. All Regulated Services included under this Agreement will be purchased in
accordance with such approved tariffs in effect in each state. The rates, charges and provisions of such tariffs applicable to the Regulated
Services will apply unless and except to the extent this Agreement contains express rates, charges and provisions specifically in conflict
therewith (in which case the express rates, charges, and provisions of this Agreement will control to the extent permitted by applicable law.)
BST agrees that for Regulated Services purchased at rates set forth in the tariffs, Customer will be provided any appropriate tariff decreases
for any rate element.
1.2 Customer acknowledges that BST may be required in certain states to file and obtain approval of this Agreement when used in
conjunction with a Contract Service Arrangement ("CSA") or Special Service Arrangement ("SSA") prior to the implementation of this
Agreement. BST agrees to begin any necessary filings within thirty (30) calendar days after the Effective Date of the Order Attachment for the
CSA or SSA. In the event the CSA or SSA is denied by a regulatory agency in any state or by another regulatory body with jurisdiction over
this matter, this Agreement and any CSA or SSA shall be null and void and of no effect in that state.
2. Order Attachment(s). Customer may order Regulated Services by using the BST Order Attachment ("Order Attachment") at the recurring
and non-recurring rates and charges agreed to by the Parties in accordance with the terms and conditions described in the applicable tariffs
and Order Attachment. Customer may order additional existing or new Regulated Services by submitting an appropriate Order Attachment
properly authorized and submitted in accordance with BST's procedures. Rates for additional and/or new Regulated Services will be in
accordance with the applicable tariff rates in effect at the time the Order Attachment is accepted by BST or as otherwise stated in the
appropriate Order Attachment. Customer agrees to pay for the Regulated Services included in all Order Attachments.
3. Cancellation.
If Customer cancels a Regulated Service ordered pursuant to an Order Attachment prior to the completed installation of the Regulated
Service, but after the execution of the Order Attachment, Customer will pay all reasonable costs incurred in the implementation of the
cancelled Regulated Service, not to exceed all costs that could apply if the work in the implementation of the Order Attachment had been
completed.
4. Termination.
4.1 If Customer cancels a Regulated Service ordered pursuant to an Order Attachment at any time prior to the expiration of the Service
Period set forth in the appropriate Order Attachments(s), Customer shall be responsible for all termination charges unless otherwise specified.
Termination charges are defined as all reasonable charges due or remaining as a result of the minimum Service Period agreed to by BST and
Customer as set forth in the Order Attachment(s).
4.2. Customer acknowledges it has options for its telecommunications services from service providers other than BST, and it has chosen
BST to provide the Regulated Services specified in each Order Attachment. Customer, therefore, agrees that in the event it terminates
Regulated Services provided pursuant to an Order Attachment of any kind whether it is a CSA or SSA, at any time prior to the minimum
service period set forth in the Order Attachment, Customer will pay Termination Charges, except where a certified reseller of BST local service
resells this Agreement to Customer and agrees in writing to assume all of Customer's obligations to BST under this Agreement.
5. Service Period.
5.1. The IIService Period" for Regulated Services ordered under an Order Attachment shall be as specified in the applicable Order
Attachment and shall commence on the date installation is completed.
5.2. At the expiration of the Service Period for any Regulated Service available pursuant to the tariff, Customer may continue the
Regulated Service according to renewal options provided under the tariff. If Customer does not elect an additional Service Period, or does not
request discontinuance of service, the Regulated Service will be provided at the month-to-month rate currently in effect. At the expiration of
the Service Period for any CSA or SSA, Customer may convert to an available tariff offering for the specific Regulated Service or may request
a new CSA or SSA.
VOLUME AND TERM PROVISIONS
6. Definitions. As used in this Agreement, the following words or phrases have the following meanings. If not otherwise defined herein, all
capitalized words and phrases have the meaning set forth elsewhere in the Agreement.
6.1 uAnnual Revenue Commitment" - the agreed-upon amount of billing each year to Customer for BST Regulated Services that Customer
agrees to achieve for purposes of this Agreement.
6.2 IIBaseline" - in Contract Year 1, the annualized monthly billing to Customer for BST Regulated Services during each year that is used
to calculate the Annual Revenue Commitment. Baseline in subsequent years is the aggregate billing for the previous twelve (12)-month
period without regard to any Rewards under this Agreement.
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6.3 "Contract Year" - the twelve (12)-month period during the Term of this Agreement beginning on the first day of the month in which both
Parties have signed this Agreement ("Effective Date"), or any subsequent twelve (12)-month period that begins on the anniversary of the
Effective Date.
6.4 uReward" or "Reward Level" - the percentage applied to the monthly billed revenue for the BST Regulated Services, exclusive of taxes
and fees, that are Reward Eligible and for which billing has occurred or will occur during the current billing period.
6.5 "Reward Eligible Services" - all BST local and intraLATA services purchased by Customer that are appropriate for the application of the
Reward based on the existing monthly billed revenue, exclusive of taxes and fees, as mutually agreed to by Customer and BST. The Reward
Eligible Services are listed in Appendix 1 to this Agreement.
6.6 "Expiration Date" - the date on which the Term of this Agreement expires.
6.7 uTerm" - the number of Contract Years or the number of months the Volume and Term provisions of this Agreement are effective. The
Term of this Agreement is 1 Year.
6.8 ''V& T Eligible Services" - all Regulated Services purchased by Customer whose billing is used to calculate Baseline. Non-recurring
charges, taxes, and publicly imposed surcharges are not used to calculate the Baseline and are not considered V&T Eligible.
7. Annual Revenue Commitment
7.1 Customer and BST agree to an Annual Revenue Commitment in the first Contract Year of this Agreement of $667,781.00. The Annual
Revenue Commitment represents one hundred percent (100.00%) of Customer's Baseline billing.
7.2 Customer and BST agree that all recurring charges for V& T Eligible Services billed by BST to Customer during each year of this
Agreement will be applied toward the Annual Revenue Commitment. Customer's progress toward meeting the Annual Revenue Commitment
will be tracked by BST and measured in pre-Reward billed dollars.
7.3 Customer and BST agree to determine Customer's Annual Revenue Commitment at the beginning of each Contract Year. The Annual
Revenue Commitment for each Contract Year will be expressed as one hundred percent (100.00%) of the Baseline billing for the Contract
Year.
7.4 In the event the Annual Revenue Commitment is adjusted due to a Business Change, Higher Order of Service, or Tariff Change, as
defined herein, Customer will be permitted to reduce its Annual Revenue Commitment levels by an amount equal to the adjustment made
during the V&T Annual True-Up (as defined herein).
8. Reward Level
8.1 BST will apply a Reward in an amount equal to a percentage of the monthly billed revenue, exclusive of taxes and fees, for the total
billed revenue associated with the Reward Eligible Services at the beginning of the Contract Year. The Reward Level will be effective on the
first day of the month in which this Agreement was signed by both Parties. The Reward applicable to any given month will appear as a credit in
the "Other Charges and Credits" section of Customer's bill in a subsequent billing period.
8.2 Charges billed pursuant to the Federal or State Access Services tariffs, billing for taxes or publicly imposed surcharges, including but
not limited to, the surcharges for 911 or dual party relay services, Local Usage, CSAs, SSAs, WA TSSaver, and End User Common Line
Charges, are not eligible for the application of the Reward. Billing associated with certain Regulated Services may not be eligible for the
application of a Reward in order to comply with applicable regulatory and legal requirements.
8.3 Charges billed pursuant to other BST promotions or offers are not eligible for the application of the Reward.
8.4 Charges billed for V& T Eligible Services for which Customer has not paid will not be counted toward the Annual Revenue
Commitment, or toward the amounts set forth in Appendix 1, for purposes of determining a Reward Level attained by Customer.
8.5 Customer and BST will be jointly responsible for the identification of Customer accounts with V&T Eligible Services. Customer and
BST agree that BST will not be responsible for failure to apply a Reward to a V&T Eligible Service if such failure results from Customer's
failure to identify the relevant account. Additional V& T Eligible Service accounts may be added only by mutual agreement of the Parties.
9. Annual Growth Incentive Award ("AGIA"). If Customer exceeds its Baseline by more than 5.0 percent (5.00t'o) during any Contract
Year, Customer will receive an additional AGIA credit. The AGIA will equal 1 0.0 percent (10.0%) of the billed charges for V&T Eligible
Services less the current Contract Year's Baseline. The AGIA, not to exceed $30,000, will be calculated and applied at the time of the V&T
Annual True-Up. AGIA credits resulting from Annual True-Up will be applied towards Reward Eligible Services only and will be applied within
thirty (30) days of the completion of Annual True-Up.
10. Annual Revenue Commitment and Reward Level. The Customer's Reward Level and initial Annual Revenue Commitment are set
forth in Appendix 1. The Annual Revenue Commitment for future contract years will be determined in accordance with Section 7.
11. Commitment Shortfall. Customer agrees if it fails to meet its Annual Revenue Commitment during a given Contract Year, except as
provided in Sections 14, 15, and 16, to the extent permitted by applicable law and regulation, BST will bill and Customer agrees to pay the
difference between the actual billed revenue for the current Contract Year and its Annual Revenue Commitment ("Commitment Shortfall" or
"Shortfall").
12. Provision for Obtaining Rewards for Additional and New Regulated Services. For purposes of this Agreement an "Additional
Service" is an intraLATA service that is tariffed by BST on the Effective Date of this Agreement and is not considered an intraLATA Reward
Eligible Service. A "New Service" is an intraLATA service that has been tariffed by BST after the Effective Date of this Agreement. Customer
may submit a request to BST to obtain a Reward on an Additional or New Service under this Agreement.
13. Acquisition of New Businesses. In the event Customer acquires a new business or operation within the BST service area during the
Term of this Agreement, the Regulated Services at these locations may be included under this Agreement upon the mutual agreement of BST
and Customer. Should such an agreement be reached, BST and Customer will amend this Agreement, including the Annual Revenue
Commitment level in Appendix 1, as appropriate to include such Regulated Services. Any revisions due to acquisition will be made during the
V& T Annual True-Up at the end of the year in which the acquisition occurred, and will.affect the Annual Revenue Commitment for future years.
V& T Eligible Services included in this Agreement as the result of an acquisition will not be used in the calculation of an AGIA in the Contract
Year in which the acquisition occurred.
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14. Business Change. In the event of a divestiture of a significant part of Customer's business, a business downturn beyond Customer's
control, a decision by Customer to close or consolidate locations that is based on events beyond Customer's reasonable control, or a network
optimization using other BST Regulated Services, (collectively, "Business Change"), any of which significantly reduces the volume of network
Regulated Services required by Customer, with the result that Customer is unable to meet its Annual Revenue Commitment under this
Agreement (notwithstanding Customer's best efforts to avoid such a Shortfall), BST and Customer will cooperate to reduce Customefs Annual
Revenue Commitment to the extent of any Shortfall resulting from the Business Change. This provision does not apply to a change resulting
from a decision by Customer: (a) to reduce its overall use of telecommunications; or (b) to transfer portions of its traffic or projected growth to
providers other than BST. Customer must provide BST written notice of the conditions it believes will require the application of this provision
and will describe such conditions with particularity. This provision does not constitute a waiver of any charges, including Shortfall charges,
incurred by Customer prior to the time the Parties mutually agree to amend this Agreement. This provision does not affect the application of
termination charges pursuant to the tariff or other agreements.
15. Higher Order of Service. BST may offer Customer new technological features and capabilities that will provide additional value to
Customer with higher functionality and increased capacity ("Higher Order of Service"). In the event Customer elects to incorporate such a
Higher Order of Service into its network design, and the use of such Higher Order of Service results in Customer's being unable to meet its
Annual Revenue Commitment under this Agreement, then, subject to all applicable regulatory requirements, BST agrees to reduce
Customefs Annual Revenue Commitment to the extent of any Shortfall resulting from the migration to a Higher Order of Service.
16. Tariff Changes. If during the Term of this Agreement, BST requests and receives regulatory approval for price reductions on tariff
services purchased by Customer and such price reductions cause Customer to be unable to meet its Annual Revenue Commitment under this
Agreement, then subject to applicable regulatory requirements, BST agrees to reduce Customer's Annual Revenue Commitment to the extent
of the Shortfall resulting from the price reduction(s).
17. Annual True-Up.
17.1 Within 90 days of the end of each Contract Year, BST will conduct a review of Customer's revenue to determine if Customer
achieved its Annual Revenue Commitment ("Annual True-Up"). During the Annual True-Up, BST will calculate any Commitment Shortfall in
accordance with Section 11 and determine Customer's Baseline billing for the following year in accordance with Section 6.2. During the
Annual True-Up, BST can also propose any adjustments to the Annual Revenue Commitment. Finally, during the Annual True-Up, BST and
Customer will determine the Annual Revenue Commitment for the new Contract Year in accordance with Section 7.
17.2 Customer and BST agree that any credit resulting from the Annual True-Up will be applied as a credit on the BST bill for local and
intraLATA services. Further, any debit resulting from the Annual True-Up for failure to meet the Annual Revenue Commitment or Termination
Liability will be billed directly to Customer and Customer agrees to assume responsibility for all outstanding amounts.
18. Taxes. Applicable taxes and fees will be based on full tariffed prices for all BST Regulated Services, and no taxes or fees will be added
to the amount of any Reward or AGIA given to Customer under this Agreement.
19. Termination Liability.
19.1 If Customer desires to terminate the Volume and Term Provisions prior to their expiration, Customer must provide written notice of
such termination 60 days prior to the effective date of termination. BST will bill Customer the following termination charges:
(a) The amount of Rewards, including any AGIA credits, received for the life of this Agreement or for the previous 12 months,
whichever is less and
(b) Liquidated damages equal to the prorated portion of the Agreement implementation and tracking costs, calculated as follows:
Prorated Implementation and Tracking Costs = $4,758.00 times the
(Contract Months Remaining divided by the Total Contract Months).
19.2 The application of termination charges pursuant to this section shall not affect the application of termination charges pursuant to the
tariff or any other agreement.
20. Miscellaneous Provisions
20.1 Offer Expiration. This offer shall expire on February 26, 2010.
20.2 This Agreement shall be interpreted in accordance with the laws of the State of Georgia without regard to its choice of law provisions.
20.3 Except as otherwise provided in this Agreement, notices required to be given pursuant to this Agreement shall be effective when
received and shall be sufficient if given in writing, delivered by hand, facsimile, overnight mail delivery, or United States Mail, postage prepaid,
addressed to the appropriate party at the address set forth below. Either party hereto may change the name and address to whom all notices
or other documents required under this Agreement must be sent at any time by giving written notice to the other party.
Current addresses are:
BellSouth
Customer
Monroe County
1200 Truman Avenue
Key West, FL 33040
BellSouth Telecommunications, Inc.
Attn: Director of Contract Management
2180 Lake Blvd., 7th Floor
Atlanta, GA 30319
20.4 In the event that one or more of the provisions of this Agreement shall be invalid, illegal, or unenforceable in any respect under any
statute, regulatory requirement, or rule of law, then such provisions shall be considered inoperative to the extent of such invalidity, illegality, or
unenfo~ceability, and the remainder of this Agreement shall continue in full force and effect.
20.5 Each Party agrees to submit to the other Party, all advertising, sales promotion, press release, and other publicity matters relating to
this Agreement or to the Regulated Services provided under this Agreement wherein corporate or trade names, logos, trademarks, or service
marks of the other company or any of its affiliated companies are mentioned or wherein there is language from which a connection to said
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names or marks may be inferred. Each Party further agrees not to publish or use such advertising, sales promotions, press releases, or
publicity matters without the other Party's written approval.
20.6 Customer may not assign its rights or obligations under this Agreement without the express prior written consent of BST. Such
consent shall not be unreasonably withheld.
20.7 Extension of Term. The Term of this Agreement may be extended for two additional one-year periods upon the mutual agreement
of the Parties. Customer shall provide BST written notice of its intent to renew at least 60 days before the beginning of each one-year renewal
period.
20.8 Customer and BST acknowledge and agree that, to the extent the Services provided under this Agreement in a given state or states
constitute a 11bundled offering" or a "contract offering", as those terms are defined in any such state or states, or are otherwise deregulated or
detariffed in such state or states, such Services shall be provided according to the terms set forth in this Agreement and those contained in the
Service Descriptions and Price lists for each such state or states and the BellSouth Service Agreement under the link found at
http://cpr.bellsouth.com/bstlproduct_line.htm, all incorporated herein by reference as if included fully herein. All references in this Agreement
to "BellSouth's General Subscriber Services Tariff," "BellSouth tariffs," IlBellSouth's lawfully filed tariffs" or any other reference to BellSouth's
tariffs on file with the public service commission{s) of the applicable state or states shall be deemed references to agreed contract terms and
conditions identical to those set forth in the applicable tariff{s) for such deregulated or detariffed Services, as such tariffs existed in the
applicable state or states as of the date such services were deregulated or detariffed in such state or states, which tariff(s) are on file with the
public service commission(s) of the pertinent state or states. To the extent there exist any discrepancies or inconsistencies between the terms
set forth in the body of this Agreement and those incorporated by reference, the terms and conditions set forth in the body of this Agreement
shall govern. This offer contains telecommunications services that are available separately on a standalone basis.
Customer acknowledges that Customer has read and understands this Agreement and agrees to be bound by its terms and
conditions. Customer further agrees that this Agreement, and any Orders, constitute the complete and exclusive statement of the
agreement between the Parties, superseding all proposals, representations, and/or prior agreements, oral or written, between the
Parties relating to the subject matter of the Agreement. Acceptance of any Order by eST is subject to BST credit and other
approvals. This Agreement is not binding upon BST until executed by an authorized employee, partner, or agent of Customer and
BST. The undersigned warrant and represent that they have the authority to bind Customer and BST to this Agreement. This
Agreement may not be modified, amended, or superseded other than by a written instrument executed by both Parties.
Customer has requested that AT&T sign this Agreement first, and AT&T has agreed to do so. This Agreement as signed by AT&T
shall be binding upon Customer from the time of Customer's signature, and AT&T will begin implementing the agreement when a
fully signed copy is returned by Customer, provided such fully signed copy is returned to AT&T not more than thirty (30) days after
AT&T delivered a signed copy to Customer. Further, any and all changes made to the Agreement after signature by AT&T shall be
void and of no effect, unless and until incorporated into a written amendment to this Agreement signed by both Parties, except for
changes expressly authorized by the terms of this Agreement.
CUSTOMER: Monroe County
Date:
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Appendix 1 to Regulated Services Agreement
1. Customer: Monroe County
2. Term: 12 months
Volume and Term Provisions
A. Annual Revenue Commitment:
(100.00% of Baseline)
B. Baseline (First Year):
C. Reward Level 0/0
A
O. Growth Percentage
E. Annual Growth Incentive Award:
F. Reward Eligible Services
$667,781.00
$667,781.00
11.0%
5.00%
10.0% (not to exceed $30,000)
A OIR. WHITE PAGE SVCS
A BUS PLUS/BUS CHOICE
A CUSTOM CALLING
A MSG/MEAS RATE BUS
A VOICE GO NON-DATA
A REMOTE CALL FWD
A NON LIST/NON PUBLISHED SVCS
A FLAT RATE BUSINESS
A FLAT RATE PBX TRUNKS/NARS
A ALARM & CONTROL CKT
A ANALOG DATA SERVICE
A MESSAGING CNS FEATURES
A TOUCHSTAR
A OFF PREM EXT (OPX)
A DID
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