05/30/1990 Agreement
11lannp 1L. l&olbagt
BRANCH OFFICE
3117 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050
TEL. (305} 743.9036
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 294.4641
BRANCH OFFICE
P.O. BOX 379
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852.9253
MEMORANDUM
-------.....---
To:
George Harper, Director
Division of Management Services
From:
Rosalie L. Connolly, Deputy Clerk
Date:
June 11, 1990
On May 30, 1990, the Board of County Commissioners approved
and authorized execution of a Master Equipment Purchase And/Or
Maintenance Agreement with Southern Bell (No. MA 32665)
regarding the upgrade of the County's telephone com-
munication system.
Attached is a set of the white original documents and a
Xerox set of the documents, all of which are now fully-
executed and sealed. The set of original documents should
be given to Southern Bell and the Xerox set should be
retained in your own proper departmental records.
Attachments
cc: County Attorney R. Ludacer
County Administrator T. Brown
Finance Director T. Medina
File
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Master Equipment Purchase
And/Or
Maintenance Service Agreement
I,Agreement No.: MA
This Agreement is made by and between Southern Bell Telephone And Telegraph Company, a Georgia Corporation, ("S8") and the Customer
("Customer") for the purchase of Equipment and Services, as defined herein.
1. Term Of Agreement - The term of this A.greement shall commence on the effective date set forth below and shall, except as otherwise provided
herein, continue in effect thl9reafter, for a period of one (1) year, inclusive, and shall be automatically renewed for successive terms of one (1) year at
S8's current rates in effect on the date of such renewal.
(a). Either party may elect to terminate this Agreement at any time upon at least thirty (30) days prior written notice to the other party. However, all
obligations of the parties shall continue with respect to Orders executed by Customer-prior to termination.
(b) All other obligations!. including the provisions regarding maintenance, shall continue in effect as set out herein.
2. Definitions - (a) "AffiliatE~d Company" is defined herein as any company that is owned in whole or in part by 8ellSouth Corporation or by one or
more of its direct or Indirect subsidiaries.
(b) "Delivery Date" is dEtfined as the date on which the Equipment is delivered to Customer or, if S8 is to install the Equipment, the Delivery Date
shall be deemed to be the date on which installation is completed. Notwithstanding the above, if S8 is to in~tall the Equipment and Customer fails to
provide a suitable installation environment upon delivery or elects to delay installation, the Delivery Date shall be the date the Equipment is delivered
or is available for' delivery. ..
" (c) "Equipment" is defined as all telecommunications and information systems products purchased by Customer pursuant to this Agreement.
Equipment shall also include Software, as defined herein.
(d) "O'rder" is defined h.3rein 'as any Order placed under this Agreement, as more fully described in Section 3 herein.
(e) "Services" is defined berein as the following additional Services offered by S8. Such Services are further described herein and
include: (i) Maintenance Services, (ii) Installation Services, and/or(iii) Electrical Damage Repair Service.
(f) "Software" is definEtd herein as programs and routines, embodied in hardware, to the extent that it is accessible for loading or modification
exclusively by the manufacturer of the Equipment, by 58, or by Customer only with the manufacturer's express authorization.
(g) "Major Failure" is defined herein as the failure of a voice Equipment console or 250/0 of incoming or outgoing telephone service or 250/0 of
station-to-station service wi1th Customer's system.
(h) "Minor Faiture" is dE~fined herein as any failure of voice Equipment other than a Major Failure.
(j) "Installing Party" is defined herein as the party installing and/or maintaining the Equipment and identified as such in the applicable Order.
(j) "Maintenance Serviee" is defined herein as the work done by 58, as further described herein, to keep the Equipment in, or to restore the
Equipment to, good workin~lorder.
(k) "Information" is defined herein as all documentation and other information related to Software provided hereunder. . . ,,<
(I) "Warranty Service" is defined herein as the work done by S8, during the warranty period, as further described herein, to keep the Equipment in,
or restore the Equipment to, gQod working order.
(m) "New" is defined as new or equivalentto new and shall be warranted as set out in Section 11 herein.
1351-58
(05-89)
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3. Orders - Customer may place Orders for Equipment or Services against this Agreement by either of the following methods: (i) S8 Order form,
(ii). telephone order to 58, or (iii) Customer purchase order or letter of purchase request. If an Order is placed on a Customer purchase order or
request, the Order is subject to the terms and conditions of this Agreement, and any preprinted terms and conditions on' the Customer form shall be
deemed deleted. Any Order placed by telephone, customer purchase order or letter of purchase request shall be confirmed in writing by 58 on a 58
Order Confirmation form. Such confirmation shall be deemed correct unless S8 receives written notice to the contrary within seven (7) days of
Oustomer'sreceipt of confirmation. The total Equipment price for Customer telephone orders shall not exceed five thousand dollars ($5000).
4. Prices And ,Payment - Prices for the Equipment and Services ordered hereunder shall be as set forth in the applicable Order. Prices for Equipment
shall include all installation, wiring, shipping and rigging charges, as applicable. However, expedited service requested by Customer may involve
additional charges. CustOrTler'S payment is due as stated on the applicable Order.
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(. 8. Ri$k Of Loss Or Damage.. All risk of loss or damage shall pass to Customer as to each item of Equipment on the date the Equipment is delivered to
the Customer.
7. Title - Title t9 Equipment shall pass to Customer upon payment in full to S8 of the total price for Equipment/Services in the applicable Order.
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9. Software License- Softvvare is licensed on a non-excl'usive basis to S8 by the suppliers of the Equipment. 58, to the extent authorized under said
licenses, hereby grants to Customer a personal, non-transferable and non-exclusive sublicense to use all such Software, subject to the following
terms and conditions.
(a)' Software (i) will be used by Customer only in conjunction with the particular Equipment for which the Software was initially furnished; (ii) will
be used sol.ely for Custom.3r's internal business purposes; (iii) will not be reproduced orcopied, in whole or in part, except for archival purposes
unless otherwise agreed to in writing by the parties; and (iv) will, together with all copies thereof, be returned or, with SB's consent, destroyed (or
erased, if in the form of Software recorded on an erasable storage medium) when no longer needed or permitted for use with the Equipment for which
the Software was furnished.
(b) Information shall bEt kept in confidence by Customer and be treated as the exclusive property and trade secret of such suppliers. Customer
will n'ot have an obligation to protect information which is made publicly available by. the supplier or lawfully by a nonparty to this Agreement; is
lawfully obtained by the Customer from a source other than 58 or the supplier, is previously known to Customer without an obligation to keep it
confidential; or is released by supplier or S8 in writing.
(c) Notwithstanding thE~ above, such Software may be disclosed to other persons solely for the purpose of installing, operating or maintaining the
particular Equipment for which the Software was furnished, provided such other persons agree in writing to the same conditions respecting use and
confidentiality contained in this Section and 58 is furnished with a copy of such writing.
10. . Minor Changes In Cust()mer...Qrders - Notwithstanding any other provisions of this Agreement, Customer may, up to ten (10) business days prior to
the Delivery Date, delete from an Order any item(s), the total of which does not exceed five (50/0) percent of the total Equipment price for the applicable
Order, exclusive of shippin'J and installation charges, after acceptance of the Order by S8 provided suc'h change is noted on the Order and is signed or
initialed by Customer and a 58 representative or is verified in an Qrder confirmation.
(continued on reverse)
Customer acknowledges that Customer has read and understands this Agreement and agrees to be bound by the terms and conditions
thereof. Customer further .agrees that this Agreement, and any orders placed hereunder, 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 maJter of the Agreement. Acceptance by S8 is subject to credit approval. This Agreement may not be modified or amended. other than by a
written Instrurnent executed by both parties. '
NOTICE: The informatiion contained herein should n()t be disclosed to unauthorized persons. It is meant for use of the parties contracting herein
In connection with perform2lnce under this Agreement. '
IN WITNESS WH~REO~F, the parties have executed this Agreement by their duly authorized representative in duplicate counterparts, each of
which shall be deemed an. olriginal.,
Customer Name: ~1onroe County
::~reCl#~
(Signature) '\I ayor .; 1.3 rn;ar~
t\.~..tp~' ...:: : r)j~~J~}..1) L. ~I)LflA(TE . CtI~T',-K
BY~
sout~;i~le:r An~~I~~~/,~ompany
BY(/'-{' - - f I V (A,Cir- ~
(Signature) I/.
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BY:-^' . . -., J~ f.\-,2 (~N -~ ~
(Printed Name)
White - 8ranch Office
IJtle:
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rifle:' 1 - : t~
Effective Date:
Yellow - Customer Final
Pink - Customer Preliminary
Master Equipment And/Or
Maintenance Service Agreement
warrants that tile
un!(~~,s
to n0w
iNarmnty Oisdahner . THERE ARE NO WARRANTfES. EXPRESS OR IMPUED
'~NCLUDING ANY REGARDiNG MERCHANTABiliTY OR FITNESS FOR ,A,
fj frnCULA R PURPOSE} NOT SPECIFHEfJ HEREiN RESPECTING E(JU~PMFNT
f' ~~' ~N!SHED OR SERVICES PERFORMED UNDER rH~S AGREEMENT.
:08 also tl0f)3 not warrarq
will
i\,ur
The
r.;J$.~(~ \ pcal and
SB installation manual, or as otherwise
purchased under this Agreement will be
15. Maintenance Service- UNLESS DECUNED BY CUSTOMER, S8 WILL PROVIDE
MAINTENANCE SERVICE FOR EQUIPMENT SOLD TO THE CUSTOMER BY SB.
PURSUANT TO THE TERMS AND CONDfTIONS HEREIN.
The terms and conditions in the section entitled WARRANTY SERVICE
apply to Maintenance Service during the term thereof, If Equipment IS :1(,1
S8 warranty or another 58 Maintenance Service agreement at the time
Maintenance Service is ordered hereunder. 58 will thE~ Equipment and
perform necessary Customer to pav such inspectIOn and
at then rates for labor, travel tnno, transportatIOn
materials,
Maintenance Service charges will be set forth In the applicable Order and 58
will invoice Customer on a monthly basis or as otherwise set forth Hl the
Customer's payment is due of S8's invoice(s). Charges for a
month's service will basis ot a 30-day month, Any
renewal shall Include charges not covered In the prevIous
mBintenAnce term
Of Maintenance Service ~ The term Of the Maintenance SEHvlce shall
the day following the last of the warranty oeriod under the
(~(lr"","fT)f.n t or illl for nor dflCipf WT'r;m L t,r a
rnc.;i!,"t"mAPCt' 'H1'f~ernent at the time Maintenance Senllce is Ordf~rE.~d d'~ dp<;cr,heej
in Item 1 f) t'ier2!n, the day following the completion of the necessary rspall s,
THE INITIAL TERM OF SUCH MAINTENANCE SERVICE SHALL BE
YEAR UNLESS OTHERWISE STATED ON THE ORDER. SUCH INITIAL
YEAR TERM SHALL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE
OF ONE YEAR EACH AT 58'S CURRENT RATES IN EFFECl ON THE [l,t\ TE OF
SUCH PARTY MtlV' !\JOT
B'y" GIVING THE OTHER PARry /JHlTTFN
(30) Dl\ YS PRIOR TO '; H E E~~ 0
to
the current twelve-month
(b) The Customer may terminate Maintenance Service wIthout liabIlity to 5B
for termination charges if S8 fails to perform or observe any materia! terms or
conditions of this Agreement and such failure unremedied for a period
of {3D) days after written notice thereof from to S8,
S8 may terminate Maintenance Service fails (0
when due or fails to perform or observe any other material or
of this Agreement if such for a penod of
thirty (30) days after written notice to In the event of
such termination by S8, termination chargns under subsection {;~)
will apo!y,
Hi. Electncai VvHERE J\\/A1L!->.BLE /,N:^J '..'hLi
DECLINED BY AGREES TO PAY A PER STATiON RATE,
!N TO RATES, DURING
AND HEREBY AGREES
REPLACE ALL 58 PROVIDED KEY SYSTEM AND KEY SYSTEM RELATED
EQUIPf'llENT COVEBED HEREUNDER IN THE EVENT OF A LIGHTNING ;::; fRH<~
OR ELECTRICAL POWER SURGE THIS SERVICE WILL BE AUTOMArCALLY
RENEWED AT CURRENT RATES AS LONG AS A VALID MAIN-"ENANCE
CONTRACT IS !N EFFECT
In all sltu;)tlons
or power
S8's SOLE
$5u,On{J.
EVENT SHiH." sri, Pi4.RENT CORPORATION, AFFIUA'" f "
COMPANiES OR SUPPLIERS BE UABLE FOR SPECIAL~ CONSEQUENTiAL1 OR
INDIRECT DAMAGES INClUDING~ BUT NOT LIMITED TO~ lOSS OF PROFITS,
LOSS OF lOSS OF USE OR INTERRUPTION OF BUSINESS, OR OTHER
r-CONOMfC
Default By Customer - UPO(l
the refusal to
in t::':C!(;;SU d;
S;Y3c'fic perrO(rn(.i(l::C,
" end to Of;)COnlP the terrr~ of :he Agreerllcf~ 1)
Immediately due and payable, and shall be entitled to recover all costs incurred
it in connection therewith, including interest allowed by law and reasonable
fees.) 5B may discontinue performing maintenance service on the
without in any way affecting its rights under this Agreement If 58
to continue performing maintenance service on Equipment. SB's actions
shall not constitute a waiver of any default by Customer or in any way affect SB'~}
legal remedies for any such default.
22. . Contingencies w Except as otherwise set forth in this Agreement or in the
aopltcahle Order, S8 shall be excused from performance and shall not be liable f()r
any delay G3usedj in whole or in partl by the occurrence of any contingency beyonu
the reasonable control either of S8 or of its subcontractors or suppliers, Such
without limitation. war. insurrection, rlot or other ac!~~ of
or delay in transportation) failure by suppliers to delIver
acts of any governmental agency affecting the terms of this
jUdicial action, acts of any other regulated telephone network, labor
accident, fire~ explosion, flood, severe weather or other acts of God
of labor. fuel, raw materials or machinery or power failure.
23. Notices * Except as otherWise provided herem. any notices or demands toat
reqUired by law or undAr the terms of this Agreement shall or ~'l'.!
or Customer In wriHng and shall be given by hand delivery. or
communications, or by certified or registered mail, and addressed to the
n?~~Dectivp parties set forth on the applicable Order. Such notices S~18!i l)c deernec
~u fF1Vt) ncel1 in the ;:ase of telearams or sirrilar cornnlUn\(;ati~Jr~s ,,'.,'hen '3e!~l
:Y"H] 1n :ne certified or regist~re9 mail when_deposited in th~ Un,red States
mall with postage prepaid, -
The above addresses may be changed at any time by giVing thirty (30) d3VS'
prior written notice as above provided, ' ~
In addition to the foregoinq, any notices of a legal nature shaH be COOled !O'
AMENDMENT NO. 1
TO MASTER EQUIPMENT PURCHASE AND/OR MAINTENANCE SERVICE
AGREEMENT MA 32665
This is an Amendment to Master Equipment purchase And/Or
Maintenance Service Agreement, Agreement Number MA 32665,
effective April 18, 1990 ("Agreement") by and between SOUTHERN
BELL TELEPHONE & TELEGRAPH COMPANY, a Georgia corporation, ("SB")
and MONROE COUNTY ("Customer").
WHEREAS, the parties hereto agree to amend the terms and
conditions of the above referenced Agreement as follows:
1. Section 6 "Risk of Loss or Damage" has been deleted in its
entirety and replaced with the following:
All Risk of loss shall pass to Customer at the time of final
acceptance of the system.
2. Section 22 "Contingencies" has been deleted in its entirety
and replaced with the following:
Except as otherwise set forth in this Agreement or in the
applicable Order, SB shall be excused from performance and shall
not be liable for any delay caused, in whole or in part, by the
occurrence of any contingency beyond the reasonable control of or
which were not reasonably foreseeable by either of SB or of its
subcontractors or suppliers. Such contingencies include, without
limitation, war, insurrection, riot or other acts of civil
disobedience, failure or delay in transportation, failure by
suppliers to deliver Equipment, acts of governmental agency
affectiag the terms of this Agreement, judicial action, acts of
any other regulated telephone network, labor dispute, accident,
fire, explosion, flood, severe weather or other acts of God,
shortage of labor, fuel, raw materials or machinery or power
failure.
3. Section 24 "Miscellaneous Provisions" has been deleted in its
entirety and replaced with the following: t
(a) Assignment - The rights and obligations of either party
hereto may not be assigned and assumed without the prior written
consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that S8 may, without
Customer's consent, assign this Agreement to any of its Affiliated
Companies and may subcontract the performance of any of its
obligations hereunder. .
(b) Severability - If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable,
the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
(c) Choice of Law - The parties agree that the terms and
conditions of this Agreement shall be construed in accordance with
the laws of the State of Florida.
(d) Customer agrees that one (1) year after it has been
finally and conclusively determined that breach of contract cannot
be cured and thus the cause of adtion accrued.
(e) Upon written notice of breach either party will have
thirty (30) days from said notice to cure such breach.
4. This Amendment shall be effective on April 18, 1990.
S. EXCEPT AS SUPPLEMENTED AND MODIFIED HEREBY, all the other
provisions of the Agreement and Order remain unmodified and in
full force and effect.
6. The parties hereto acknowledge and agree that they have read
this Amendment, understand it and agree to be bound by its terms
and conditions. They further agree that Agree..nt No. 32665 with
this Amendment No. 1 constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Amendment by
their duly authorized representative in one or more counterparts,
each of which shall constitute an original, on the dates set forth
below.
Accepted by:
CUSTOMER: Monroe County
Address: Monroe County, FL
By: ~/JJ~(jJc-~
Authorized Signature
By:
John C. Stormont
Printed Na-me
Title:
Mayor/Chai~an
Date:
(SEAL)
ArrEST:
~-'-"I)
L. KOLHAGE, CLERK'
By:
SOUTHERN BELL TELEPHONE ,
TELEG~ COMPANY
By: LA: L
Aut or1ze
By: (:\. ~, Pv2A-N-:r 0
Printed Name
Title: fV\ AAt~'N6
r
M I\N~V"
Date:
t
AJIMOVED AS j"tJ rORJt
A."ID LEGAL StJrIi~/EJ~C~',
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