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1st Addendum 02/11/1998 . J)ann!' 1.. J101bagt BRANCH OFFICE 3117 OVERSEAS HIGHWAY MARA mON, FLORIDA 33050 TEL. (305) 289-6027 FAX (305) 289-1745 CLERK OF TIlE CIRCUIT COURT MONROE COUNTY 500 WHITEHEAD STREET KEY.WEST, FLORIDA 33040 TEL. (305) 292-3550 FAX (305) 29S.3660 '''~ BRANCH OFFICE 88820 OVERSEAS HIGHWAY PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 FAX (305) 852-7146 M E M 0 RAN DUM To: John Carter, Director Office of Management & Budget Attn: Lisa Druckemiller, Telecommunication Specialist From: Isabel C. DeSantis, Deputy Clerk.~. c.. E:7: February 26, 1998 Date: As you know, at the Board meeting of February-1l, 1998 the Board granted approval and authorized execution of an Addendum to the BellSouth Public Communications, Inc. - Location Provider Agreement for public telephones on county properties. Enclosed is a fully executed duplicate original of the subject Agreement for your return to BellSouth. Should you have any questions, please do not hesitate to contact this office. cc: County Administrator, w/o County Attorney Finance File J ~ ~ BELLSOUTH BellSouth Public Communications, Inc. Location Provider Agreement RF-1185 - A (04-97) Contr~t Number Salespers,on Frederick Ho Ie This Location Provider Agreement {"Agreement"} is made by and between BeUSouth Public Commu- "Icatlons Inc., having its principal place of business at 75 Bagby Drive, Homewood, Alabama 35209 {"The Com- pany"} and Monroe Coun ty having its principal place of ' business at 5100 Colleae Road West.Kev West. Florida (Address) (City) (State) 33040 (Zip) (ULocation Provider"). I. Term of Contract · This Agreement shall be in effect for 3 years, commencing from the date of execution below. This Agreement shall be renewed for 2 additional 1 year periOd(s) after the original term, unless either party provides written notice of its inten- tion not to renew this Agreement. at least sixty (60) days prior to the expiration of the original or any renewal term. Such notice will be sent to the address set forth in Section VII ("Notices"). Following the duration of the original term and renewal period(s), this Agreement shall be extended month to month until thir- ty (30) days written notice is provided by either party. ~ I ' " " II. Meterlel. This Agreement applies to the provision of space by the Location Provider and ,grants the Company the exclusive right for the instal- lation, operation and maintenance of public telephones, enclosures, and associated equipmenl:wf:lelher existing,newly .installed, or renovated, located at all existing and any future locations owned, Qperated, or managed by,the Location Plovider in geographlc..areas served by the Company. The term "Matsr- ial" is defined herein as the Company's public telephone sets, enclosures and associated. equipment, including, but not limited to, associated wiring, guard post. concrete pads, mast poles, signage, and other property. Where Material is installed upon the premises owned, leased or otherwise' under the supervi- sion of Location Provider, such Material shall remain in all respects the property of the Company. The Company reserves'lhe right to remove or relOCate mate- rial which is subjected to recurring vandalism or insufficient usage to warrant the continuation of service. Such a right of"f.f,lmoval or ~ati01iishall not bl3 exercised unreasonably by the Company: The Company will notify the Location Provider in writing of its ;"tention to remo]i or FeiocatlNnaterrm at le~st fif- teen (15) days prior to such action. Upon removal of Material by the Company, the Company shall restore said premise to it!JltlQiflel cO~ion,1~inary wear and tear excepted. However, the Company shall not be liable for holes placed in walls, pillars, or floors or other conditio~~'ine pre~es wtllch'resulted from the proper installation of Material described herein. ':.~:?~ - r-.) :~ _. .',~ ", 0"'.,_ , _'. III. Alteration. And Attachment. · Location Provider shall not make alterations or place any attachments to MateriaLprovided by -the Company under this Agreement unless agreed to in writing by the Company. ._' ~ __" - ,- -0:::"'1 ----: r- IV. Remun~ratlon. . :< ~_...:, ~;: _ ~? a. The Company will install, operate and maintain Malerial at no charge to Location Provider except as stated b~. T~CorWny ~ pay Loca- tion Provider, for space provided and in consideration for granting Company the exclusive rights for the installEJtjQn atili opemtion bR>ublic tele- phones, enclosures and associated equipment, based on 28 % of the Company's local and intraL:ATA toll money in the box and ........) 28 % of the Company's 0+ and 0- dialed local and intraLATA toll billed revenues. Remuneration is subject to a minimum daily average evenue, as defined above, of S 4 .. 00 calculated on a per station basis. b. In consideration of granting the Company the exclusive right to select the interLATA carrier on behalf of the Location Provider, as provided for in section IX, the Company ,will pay to Location Provider remuneration based on · 28 % of the Company's 0+ and 0- dialed interLATA rev- enues received from Company's selected interLA T A carrier. The Company will provide Location Provider with remuneration on a monthly basis or other, commencing with the first settlement periOd following the date of execution below. Such remuneration and compensation will be sent to the address set forth in Section VII (-Notices"). Location Provider agrees that all charges and remuneration policies are subject to change, including any changes that ~y be required by the applic- able Public Service Commission or any other regulatory or judicial body with authority to mandate.such changes, and th8tat notime shall any charge or remu- neration policy differ from that allowed by any regulation or tariff of the applicable Public Service Commission or other 'Such body Whether such regulation or tariff is currently in existence or is hereafter made known. During the term of this Agreement, including any renewal period(s), the Company shall recognize and protect the confidentiality of all information regarding Material and public telephone s~atlon locations provided, including but not limited to revenue and remunecation paid to the,Location p,rovider, and shall not disclose such information to any party other than the Location Provider. Location Provider represe~i8nd warrants that it will not execute Letters of Agency ("LOA") or like documents to third parties during the term of this Agreement, and the Company wiN'not accept such LOA's or like documents from . an~thirdparty. 'AI&> rrr<<Je it ~ 0 f MiS qayp. .JJ. \ . ffq, .L~ _J ~ hr'l A v. Location Provider Agrees To: ...J --emelUl I ~ a: C~JLCI r,k" t 'T '.. a. Advise the Company ofany,lpcation that has been closep or sold. . ;It 6 f b. To the extent permissible by law, use the Company as its exclusive agent in all matters relating .to public telephones. c, Reasonably protect the Material against willful abuse and report any damage, service failure or hazardous conditions to the Company, d. Provide necessary power and power source, and to provide suitable space, accessible to the public, and further represents that it is autho- rized to provide said space. e. Permit the Company to display signs furnished by the Company upon mutual consent; and not to affix or allow to be affixed any other signs, equipment or information to the Material. f. Permit access to Material on Location Provider's premises without charge or prejudice 10 Company employees or representatives, public tele- phone user.s, patrons or consignees. Item. VI through XXII ere on the reverae.lde of thl. form. Locetlon Provider agree. end repre.ent. that It he. raed end will comply with Items VI through XXII as stated on'the rever.e side. CI~"~~. .6a.-. - - .. - --.... . . Ma~reen Gratenstein (Pri~ted Name) (Printed Name) )f' . ~: .c, Sales Man~ger/Pub. Comm.~MarUetmg.Fjorida (Title) I ./ ~o ,q ? MAYOR/CHAIRMAN (Title) ~DANNVLKOlHAG~ -++-'.~_ A, - -IJ-' FEBRUARY 11. 1998 ~~ ~. _~(Date) DrpuTY cr_rt", (Date) '1~. Continued on Raverse '.. ~ . ~ : ~ !~. ,..ti~i , ~:- .'! ....,: ': . ~ . ',1:1 .tl~~ ;' : . . : '''4 ~1"") i 1':~ . ~"~;"'C. .ho!ce Of'[a~~ !h~'~~".str~ction, int~~ation'and P"',,,e,, "rfofmanCEfOf this Agreement and all transactibns 'ulider it shall be governed by the dbmes tiC law oWie State,of~ 'FifO'l'"' ~ 'cI~. 11/ rt ~. . VII. No.tlce. - Any notice or demand which under the terms of this Agreement or under any statute must or may be given or made by either party shall be given orma"de by mail, postage prepaid, addressed to the respective party as follows: To Company: To Location Provider: BellSouth Public Communications, Inc. Mon roe Coun ty Attn:ContractAdministrator 5100 Colleqe Road West. 75 Bagby Drive, 1st Floor I<e" West. Florida 3304'0 Homewood, Alabama 35209 J- _ _ _ _ _ /'" If VIII. Entire Agreement · This Agreement constitutes the entire Agreement between Location Provider and the Company and may not be modified or amended dther than by written instrument executed by both parties. Any orders placed by Location Provider hereunder shall incorporate the tYped, stamped or written provisions o'r data found thereon'and in subordinate documents so long as the typed, stamped or written provision or data merely supplement but do not varylhe provisions of this Agreement. The Location Provider represents and warrants that it has the absolute and legal authority to make decisions concerning the provision of space for public telephones placed by the Company at the locations covered under this Agreement. IX., .Servlce Negotiation Rlghta - Location provider hereby grants the Company the exclusive right to select and contract, on the Location Provider's behalf, the: local, intraLATA toll, .aAdinterLATA carrier selections lor all pay telephones covered by this Agreement. provided however, that the Location Provider does not have an existing'agreement with another entity for interLATA services. In the event Location Provider has such an existing agreement with another entity for interLATA services. and such existing agreement for interLATA services terminates during the term of this Agreement between Location Provider and Company..therr.lhe el!Cclusive interLATA carrier ~alection rights, granted by Location Provider to Company shall immediately become effective. Location Provider shall be responsible for reimbursing Company for any presubscribtion interLATA carrier (PIC) change charges incurred during the term of any such prior exist. ing agreement with another entity for interLATA services. Company shall be responsible for any PIC change charges incurred in its selection of an interLA. TA carrier. X. Relocation/Removal. Material shall not be moved, removed, rendered inoperable or unusable, or made inaccessible to the public by Loca. tion Provider at the location in which it is installed. At the agreement of both parties, installed Material may be relocated by the Company. .XI. Title. Title to Material shall be and remain in the Company. XII. Risk Of;Losa - The CompanY.8l)d its insurers, if any, shall relieve Location Provider of all risks of loss or damage to the Material during the peri. ods of transportation and installation of Materia). folfowever, Location Provider shall be responsible for loss or damage to Material located on its premise caused by fault or negligence of Location Provider or its employees. XIII. Default - In the event either party shall be in breach or default of any terms, conditions or covenants of this Agreement and such breach or default shall continue for a period of thirty (30) days after the giving of written notice thereof to either party by thedther, then'in addition to all other rights and remedies of law or equity or otherwise,including recovery'of reasonable attorney fees and court costs, the nonbreachingparty shall have the right to cancel this Agreement without charge or. liability. XIV. A.slgnment -In the event Location Provider sells, assigns. or otherwise transfers ownership or control of location where Material is located to a successor, Location Provider agrees to secure assignment of this Agreement to such successor, with written consent of the Company. which consent shall not be unreasonably withl:leld.ln the .event Location Provider does not secure such, assignment to its successor, Location Provider shall be subject to pay the Company damages to compensate for the failure to comply with this provision. This Agreement may be transferred or assigned, in whole or in part, by the Company to any parent, successor. subsidiary or affiliated company of the Company. 'AV. Llablllty~io Location Provider acknowledges that it is an independent contractor and that this Agreement shall not be construed as a contract of agency or employment. Location Provider shall be solely responsible and liable fOT compliance with all laws, rules and regulations and payment of all wages, unemployment. social security and other payroll taxes relating to Location Provider's e1nployees i nc Iud ing contri bution from such personS,when required by law. The Company shall not be held liable for interruption of telephone service from any cause. The Company's liability for payment of remuneration in the event of known technical. computer or other difficulties resulting in the loss or unavailability of data necessary for calculation of remuneration shall be limited as fol- lows: (1) to an amount equal to the pro rata average daily remuneration for each day such data was lost or unavailable. "in no event payable for less than a 24-hour period, as calculated based on the previous 12 months' remuneration, or if that data is unavailable, based on the Company's reasonable estimate of the pro rata average daily remuneration lost. In no event shall any claim for consequential, special, reliance. punitive, or indirect damages be made by either party. XVI. Indemnification. Location Provider hereby agrees to release and. indemnify the Company from any loss. cost. damage, expense, or liabil- ity arising in connection with the performance of this Agreement and caused, In whole or in part, by the act.s or omissions, negligent or otherwise, of Loca- tion Provider, except to the extent such loss, cost, damage, expense, or liability arises from the acts or omissions, negligent or otherwise, of the Company. The Company holds the right to control litigation in the event of a legal claim being filed. Location Provider shall promptly give notice to the Company of any claim received by Location Provider in connection with the performance of this Agreement. XVII. Conflict Of Interest · Location Provider acknowledges that no officer or employee of the Company has been employed, related, retained, induced, or directed by Location Provider to solicit or secur~ this Agreement.with the.CQ,mpany upon agreement, qffer. un.derstanding, or impliqation involv- ing any form of remuneration whatsoever. Location Provider agrees, in the event of an allegation of substance (the qetermin~tio[l of whicll.will"be solely magll by the Company) that there has been a violation hereof, Location Provider will cooperate in every reasonable manner with the Company in establishing whether the allegation is' true. Notwithstanding any provisions of this Agreement to the contrary, if a violation of this provision is found to have occurred 'and; is deemed material by the Company, the Company may terminate this Agreement. XVIII. Supersede. This Agreement ~lJperc::c..tjes 3ny c~~~~:~g :'\grCC~€i,~, ie:CitiilY io ~uuiic leiepnone serVice, between Location Provider and the Company. XIX. Severability. If any of the orovisions of ~hi~ Aart:):?me~! ~h,:,:~~ !:: lj"j'y"C:~;':; ;...I"iv'-';Vl \...uauie UflUer tne laws 01 the jurisdiction applicable to the Elntire Agreeri'ient, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall . be cQnstrueq. as if. n9t containing the particular invalid or unen.forceable provision or provisions, and the right and obligations of-Company and Location Provider shall be construed and enforced accordrhgly. XX. Termination. The Company reserves the right to terminate this Agreement upon sixty (60) days written notice to Location Provider. XXI. Tax Identification Code · The Location Provider represents and warrants that its correct Tax Identjficati~n 'Code is: S' 9 - ~ 0 00 - 7'1 , XXII. ADA. The Company will install Material in accordance with the Americans with Disabilities Act. Location Provider agrees to cooperate with Company to assist in any reasonable way to assure compliance with all federal, state and local laws, rules and regulations, federal. state and local require- ments. including. but not limited to, disabled customer access requirements. If at the request of Location Provider. Company furnishes devices, or in any other way provides for compliance with such requirements, any addifronal expenditures occasioned by costs of such cornpliance shall be reimbursed to the Com- pany by Location Provider or deducted from remuneration otherwise payable under this Agreement, at Company's option. EXHIBIT A Nothing contained in this location provider agreement shall prohibit the County from permitting the Sheriff of Monroe County from installing, operating or maintaining public telephones at any detention facility owned by the County and operated by the Sheriff. jltI (1/ MEMORANDUM From: James L. Roberts County Administrator ~ Lisa Druckemiller ~ Coordinator, Telecommunications To: Date: January 27, 1998 RE: Bellsouth Maintenance Contract Per your request for additional information regarding the Bellsouth Maintenance Contract: Under the current maintenance plan, the County is paying $106,418.00 per year for maintenance on all five (5) SL1 systems. The new contract will be for a two (2) . '. (/~) year period totaling $200,016.00, saving the County $6,410.8~ This new contra'l .:~ ~ include electrical!lighting coverage, which is not part of our current- ainten. ce plan SC1.J Should you have any further questions, please contact me at ext. 5100 ,~\S\ ~ \) rpj. vfl) · . ~~. ~. P) /y L. .~ /)/ vi v ~)/\ R.evised 2/95 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY ~ Meeting DatJ0i4J 1)1998 / Bulk Item: Yes ~ No Division: Management Services Department: Information Systems AGENDA ITEM WORDING: Approval of current maintenance ad-ding ElectricallLighting Coverage at no additional cost to the County. This contract would be saving the County $534.42, over a two (2) year period. ITEM BACKGROUND: Similar contract approved in past with Bell South Communication Systems PREVIOUS REVEIANT BOCC ACTION: Same as above STAFF RECOMMENDATIONS: Approval TOTAL COST: $200~016.00 BUDGETED: Yes -L- No COST TO COUNTY: $200,016.00 REVENUE PRODUCING: Yes No -L- AMOUNT PER MONTH APPROVED BY: County Atty OMBIPurchasing _ Risk Management DIVISION DIRECTOR APPROVAL: DOCUMENTATION: Included ~ To Follow Not Required DISPOSITION: AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRAer SUMMARY Contract # Contract with:Bell South CommUnication Effective Date:Februarv 11.1998 Systems Contract PurposelDescription:A meredian SLl Systems Contract Manager:Lisa Druckemiller (Name) jr} '-j .i,i~ for BOCC meetin on .in 5100 (Ext. ) A enda Deadline" Information Svtems (Department) ... t ._.. ''"It .-,,' ., -- 11 · -- .-.- ~-~:'- ,..' > CONTRAer COSTS Total Dollar Value of Contract: $200,016.00 Current Year Portion: $91,674.00 Budgeted? Y es~ No 0 Account Codes: 001-06002-530-460- Grant: $ County Match: $ - - ADDmONAL COSTS Estimated Ongoing Costs: $100.008.00/yr For: Maintenance of 5 SL1 {Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRAer REVIEW Division Director Changes D;ite I.n . Needed . ~'- Rev' _ / r Yo I~rr' Yes[] N~-~. --= ) h ~ (t{ a Yes[] NoI2f C' Yes[] No~ Date Out 3/;"/1/ 112-~/fj( ~8~7 Risk Management O.M.B./Purchasin -g County Attorney ( 1- ~-% '- Comments: .