Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Item F04
BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: 11/18/09 Division: TECHNICAL SERVICES Bulk Item: Yes X No _ Department: TECHNICAL SERVICES Staff Contact Person/Phone #: Lisa Druckemiller, , 295-5100 AGENDA ITEM WORDING: Approval of 1 Year Extension of Term for Bellsouth Business Master Agreement for Regulated Services and Volume and Term Agreement #FL03-F871-12 from AT&T. ITEM BACKGROUND: Monroe County BOCC has a contract with AT&T (formerly Bellsouth, Inc) for regulated services relating to our phone and data networks. This agreement provides levels of discounted pricing for all regulated services based on revenue commitments for these regulated services as well as our potential reward amount.. PREVIOUS RELEVANT BOCC ACTION: Approval of Letter to AT&T announcing the County's intent to extend the above agreement for one year on June 17, 2009. Approval of Contract with Bellsouth for a Master Service Agreement #FL03-F871- 00 on June 16, 2004 CONTRACT/AGREEMENT CHANGES: 1 Year Extension of Term STAFF RECOMMENDATIONS: Approval. TOTAL COST: $0 BUDGETED: Yes X No COST TO COUNTY: $0 SOURCE OF FUNDS: REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year-4; APPROVED BY: Count Atty urchasing Risk Management � W. DOCUMENTATION: DISPOSITION: Revised 11/06 Included X Not Required AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: AT&T I Contract Purpose/Description: 1 Year Extension of Term for BBMA Contract Manager: Lisa Druckemiller (Name) for BOCC meeting on 11/18/09 Contract # Effective Date: Expiration Date: FL03-F871-12 06/16/04 06/16/10 #FL03-F871-12 from AT&T 5100 Technical Services/513 (Ext.) (Department/Stop #) Deadline: 11/04/09 CONTRACT COSTS Total Dollar Value of Contract: $ 0 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes: - - - Grant: $ - - - County Match: $ - - - I ADDITIONAL COSTS Estimated Ongoing Costs: $ 0 /yr For: AT&T Regulated Services (Phone) (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Needed evie - er Division Director / l39 Yes❑ No c Risk Management 11.100A Yes[:] No[:] _J AA O.M.B./Purchasing lI � -09 Yes❑ Nok C County Attorney /6a366� Yes❑ No � 4 I Comments: OMB Form Revised 2/27/01 MCP #2 Date Out AT&T's Bellsouth Business Master Agreement for Regulated Services and Volume and Term Agreement Technical Services Monroe County BOCC November 18, 2009 Background Information Currently, Monroe County has contracted with AT&T (formerly known as Bellsouth) for a Bellsouth Business Master Agreement for Regulated Services and Volume & Term Agreement (BBMA) which provides for specific discounts on regulated services based on revenue levels. It also provides the potential reward amount should the County reach the revenue commitments. The contract has a clause for a one year extension which can be invoked twice. This agreement is governed by the terms and conditions contained within the AT&T (Bellsouth) Master Services Agreement # FL03-F871-00. Staff Recommendation Technical Services recommends that the Monroe County Board of County Commissioners approve the first 1 year extension of the Bellsouth Business Master Agreement for Regulated Services# FL03-F871-00 contract with AT&T. 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 "Regulated Services" by BST in accordance with the FCC's Part 32 "Uniform 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 "Service 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 "Annual 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 "Baseline" — 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. 0910 1-B1AF2T v4 1 of 5 10 06 09 fh REV 2/08 AT&T MA Reference No. FL03-F871-00 Regulated Services Agreement FL03-F871-12 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 "Reward" 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 "Term" — 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 W&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, WATSSaver, 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 (5.0%) during any Contract Year, Customer will receive an additional AGIA credit. The AGIA will equal 10.0 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. 0910 1-B1AF2T v4 2 of 5 10 06 09 fh REV 2/08 AT&T MA Reference No. FL03-F871-00 Regulated Services Agreement FL03-F871-12 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 Customer's 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 Customer's 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 November 30, 2009. 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 parry 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 BellSouth Telecommunications, Inc. Monroe County Attn: Director of Contract Management 1200 Truman Avenue 2180 Lake Blvd., 7th Floor Key West, FL 33040 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 unenforceability, 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 0910 1-B 1 AF2T v4 3 of 5 10 06 09 fh REV 2/08 AT&T MA Reference No. FL03-F871-00 Regulated Services Agreement FL03-F871-12 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 "bundled 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/bst/product_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," "BellSouth'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 BST 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: Monroe County By: (Signature) By: (Printed Name and Title) Date: CHRISTINE M. L IMBERT-BARROWS ASSISTANT COUNTY ATTORNEY Date / /01./ D t 0910 1-61AF2T v4 4 of 5 BELLSOUTH TELECOMMUNICATIONS, INC. By: By: Date: (Signature) (Printed Name and Title) 10 06 09 fh REV 2/08 AT&T MA Reference No. FL03-F871-00 Regulated Services Agreement FL03-FB71-12 Appendix 1 to Regulated Services Agreement 1. Customer: Monroe County 2. Term: 12 months Volume and Term Provisions A. Annual Revenue Commitment: $667,781.00 (100.00% of Baseline) B. Baseline (First Year): $667,781.00 C. Reward Level % A 11.0% D. Growth Percentage 5.00% E. Annual Growth Incentive Award: 10.0% (not to exceed $30,000) F. Reward Eligible Services A DIR. WHITE PAGE SVCS A BUS PLUS/BUS CHOICE A CUSTOM CALLING A MSG/MEAS RATE BUS A VOICE GD 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 0910 1-131AF2T v4 5 of 5 10 06 09 fh REV 2/08 4 fl:]6 MIMI MINM 5H 7M HN BE LLSO UTH B U 81-NESS CONTRACT MANAGE X,MENT COVER SHEET r2 i, je CFNTRAL (rAAl-AA,MS) Contact: 929-6377 or 8521 / NORTH frN,k-yNcsq Contact: 833-1716 / SKITH (FL) Contact- 838-1761 FROM: DAVID DELGRE CO PHONEN: 305 569-7205 TOTAL PAGES; 15 (including Cover Sheet) PLEASE PRINT (LEGIBLY) OR TYPE - W. V xi'09" , gqj - r Contract Type AccP '!.a" �Ajl'l r, Contact M, "'ge Contact Siebel Name/Title Telephone Number Opportunity 1D_ CORDAL / AM 305 569-7292 BBMA / FL03-FS71-00 tk< p- tl re"ie Customer Name {• Product Type (ir Winning Rewards, must mark type below) MONROE COUNTY FLA BBMA Winning Rewards: _11cacquisition Retentlurg lfililsisaFr-.iiielifseorIndependent Agent, Cl]eCILhere EXAMPLES OF BELISOUTH BUSINESS CONTRACT TYPES TO TIP FAXEM., Itim-ulaled QuoleExpert and/or Intranet contracts > All 1-clirraufEctfluft or Variable Term tariff contracts • SA1%1S contracts>!3pccial Arrangemirnts- CuutractServIceArrangement (CSA), Special Scrvicc AmrigrmentSpecial Assembly (SSAISA), Special Bil]iEjg Arrougemeal (SBA). Individual Cast: flasbi (IC11) , Addendunits 411 Contract Wizard contnets > liellsonth Pusintli; llilzmtrr Agreement (11111NIA) , negainieaServirtmN&TAgreement * CusloinAdvantage Agrremcnt * Prepayment Agreement Non-Reaulgtril DIA C111111111101PR DIS-TI or 111S PH I'minn(lon Cnn(rnds Uplisuuth Cestirrx llrogrn=6 PRI Advantage Pitts, PC1150111b Simple Savings, Key Cuslumer, l3eltSoulb Business Winulng Rewards 22-2 Slitn(lard unil CljitnmLzc4 1"Fidug Arrangements (CVA) EXCEPTION: ]WORTANT REMINDER; MA FL COWbTt SHET7 & ORIGINAL CONTRA TO 1"JV14 PROM' CENrElt - Auention! Central Profit Center Attention: North Profit Center Attention: South Prurit Center Contract Administrator Contract Administrator Contract Administrator Floor 7A52 Suite 00 Suite 600 21SU Lnkc Blvd, NE 2359 Perimeter Pointe Pkwy 13450 W Sunrise Blvd Atlanta, GA 30319 Charlotte, NC 28208 Sunrise, FL 33323 ",CEPTION, For Contract Alanagcgient Onlyll Signature Expirutian Destruction 11rivale/1'rtiprig lary May not be used or disclosed outside the BellSouth companies, except pursuant to a written agreement_ File! euntract ina n.u-cmunt cover sheel -Rv� jwd 02-115-14.41 tic -<(;it% er Slicrl;- ruat 1 BBMA Agreement No. FL,03-F871-00 BELLSOUTH BUSINESSBKMASTER AGREEMENT 7_ Thls BellSouth Buslnessu" Master Agreement ('Master "omont') Is made by BellSouth Business Systems, InC. ("BBS1 On behalf of the Sell5auth Companies, C13ellSouhi', and Monroe County ("Customer') and will govern all Orders for Equipment and/or Services, with the exception of Regulated Services which shall be governed by the terms of this MoslerAgroomont and the Regulated Services Attachment. Z BellSouth Company Obligations -The parties agree that each BellSouth Company is msponelble only for the provision of those $en im and Equipment provided by [hat BellSouth Company under the terms and conditions specifically identified In Mis Agrocment and In the Order or Attachments (and any supplements thereto) applicable to such BellSouth Company, that tho duties and responsibilities of each BellSouth Oompany are several, and that the Osier orAltachmenl underwhich a ]3ellSoulh Company provides Equipment and Sorvicw Is not affected by the lerms and conditions conlalned In any other Girder or Attachment to this Agreement. 3. Term of Agreement —The term of lids Agrlomanl commences on the date on which the Agreement is executed by BBS on behalf of the BellSouth Companies ('Effective Date'). The term for any Service or product are set forth In the applicable Order or Attachment. If no term is opecifiod In such Order or Altsohment, SorvIens will be provided on a month -to month basis at the then prevailing month-"onlh rates for Services until either Party gives the other at least thirty (30) days Written nodco of larmination of Servicoes- 4. Definitions - 4.1 'Data Equipment and Data Sarvicos' - the Equipment (Including without limitation hubs, routers and remote access devices) that provides connoctivity, for focal area data and/or VOIP networks or to Implement wide area networking; and the Services (Including without limitation the assessment, design, configuration, staging, Implementation, projoct management, monitoring and maintenance of such networks) provided by BellSouth under this Agreement as listed In an Order. 4.2 "Equipmenr -all communications and Information systems produub purchased from orservloed by BellSouth under an Order, Ind uding Data Equipment unless otherwise noted. Equipment also Includes Softwram, as further defined below. 4.3 'Implementation" - (a) for Equipment Installed by SaIISouih, the date the Equipment Ilse boon Installed and Is operating substantially In accordance with the manufacturer's specifications, or (b) for all other Equipment, upon delivery. 4.4 'Major failure - the failure of P_qulpment that substantially Interferers cold/ tho normal c anduct of Customer's buslnes& 4.5 'Minor Failure - any failure of Equipment other than a Major Failure. 4.6 `Order' - any request for Equipment and/or Services placed by Customer pursuant to Ibis Agreement or an Attachment and accoptad by BellSouth. 4.7 "Regulated Services - regulated letee mmunicadns services. 4.8 'Services' - work performed by BellSouth pursuant to this Agreement, Including but not limited to the following: (a) Warranty and Maintenance Services, (b) Installation Services, (c) Sechical damage Repair Service, (d) Data Services, (e) various forms of dial -up and/or d4dlcated Internet protocol routing, (f) terminal server services, (g) Internet so::=, (h) gateway, p) network consulting, design, monitoring, management and maintenance, 0) wab silo design, (k) development and hosting, 0) managed equipment services, (m) managed network and security services, (n) e-business Center servioes, (o) Regulated Services, and (p) other co rmwnlcationsivlatod services. 4.9 "Software' - any set of one or more computer programs Which Is composed of routines, subroutines, concepts, processes. algorithms, formulas, ideas, or know-how gave ratly owned by or licensed to BellSouth and/or any one or more of Its suppllars. The lerm Software shall also Include any corrections, patches, updates, or revialone t4 Softwaro originally provided. 5. Prices And Payment — 5_1 Prices, fees, charges, or rates will be as set forth In the Order, Slatament of Work, or In BellSouth Company rate schedules or Boeing guides In effect from time to Ilrno, espies of which shall be provided to Customer. For Regulated Sar ices, tho prices, charges and rates shall be as sat forth In the Regulated Services Attachment and all documents attached thereto. Ehe:ept as provided below, Customer wAll be Invoiced monthly for all Serulces wiih the exception of Regulated Services. If Customer Is not In Defoull, Customer may request In writing changes to Customers configurations of Services hereunder at prevailing market rates, which may result In an adjustment to the total price or scheduio or other terms of the existing Order, or an application ore reasonable restock chargo for any deletod Items. 5.2. If any payment due hereunder is not made by the due dale, any late payment/Interest charges will be computed In atone and one. half percent (1 %%) per month, or tho highest amount permitted bylaw, whichever Is less. Leto payment charges for Regulated Services will be charged in accordance with the applloabie tariff or Contract Sorvion Arrangement CCSA'). In the event of a good faith dispute between Customer and BellSouth as to the correctness of Items appearing on belftulh'a Invalco In Customor, Customer may withhold payment of the disputed Items only. 6. Taxes —Unless otherwise provided In an Attachment, all charges are exClusiva of applicable federal, state or local taxes, and Fees. BellSouth may invoice and Ctstomer agrees to pay to BellSouth amounts equal to any taxes resulting from this Agnmment or any activities hers inder, Inducing any and all sales and use taxes, duties, or levies imposed by any authority, government, or government agency, eKdusive of taxes on BellSouth's net Income. Customorwlll be responsibla for any ad valorem, property, or other taxes assossablo on Equipment an or after delivery to the installation site. BellSouth Business Is a service mark of BellSouth Intellectual Propedy Corporation BellSouth SSE, Inc., BellSouth Communloadon Systems, LLC, BellSouth Long Distance, Inc., SellSoulh MNS, Inc BellSouth Telecommunications, Ina 1 of 4 CONFIDENTIAUPROPRIETARY— NOT FQR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION RgMA Agreement No. FL03-F871-00 T. Customer Responsibilities — 7.1 As botwoon Customer and BellSouth, Customer is responsible for (a) assuring that Its authorized users comply WLn the previsions of those terms and that unauthorized persons do not gain access to or use the Services or Equipment through user names, passwords, or other identifiers assigned to Customer pursuant to these forams,, (b) providing any equipment and software that may be necessary for the use of the Services by Customer (in addition to any Equlpmanl and Software that may be placed at Customer's Iocalion(s) or otherwise provided or used by BellSouth for its provision of the services); (e) timely payment of all charges for usage of the Services applicable to Its account whether or not by authorized users or for authorized purpose; and (d) performing Its other obligations under these terms. Customer shall not use the Services or Equipment In any way that would be or would assist any third party to be In violation of any law, those terms, or any Acceptable Use Policy applicable to the Services or Equipment. Customer shall not transmit or publish on or over the Services or EqulpmmnI any Information, software, or other content that violates or Infringes upon the: rights of any others or use the fadlltas and capabilliles of the Services or Equipment to conduct any business or activity orsotieit [he performance of any advity that Is prohibited bylaw. customer shall comply with all applicable laws, rules, and regulations In connection with the Services and Equipment. 7.2 Customer5ha11 provide, at no cost to BellSoulh, and during BollSoultYs regular business hours, timely odes to Customer location% approprialo worlos pace. facilities, Information and staff resources, clerical support Jo-g. all relevant Customer specific graphics or Information), data reproduction services, and other services at Customer's location as are reasonably requested by BellSouth for purposes of facilitating BellSouth's provision of Services or Equipment to Customer. If pro-schoduling Is required for BetiSouth personnel to perform on-sIW Sorvices, Customer will Inform the BaIISauth Project Manager prier In rho scheduled performance date. Should any such Customer rogWemenls not be provldod prurnplly, Customer is responsible for any resulting delays, rediepatch charges, or added costs. The accuracy of Customer-providod Information is solely Customers responsiblity. Customer shall provide a safe on4te woddng environment free of asbestos or hazardous materials or conditions, and all mqulred AC electrical power and con9i unlcatiotvs receptacles at the locations needed for the Equipment and Services supplied. The Installation location must moot a0 manufacturer environmental spocillrallon requirements. Customer Is responsible for providing any special lifts, ladders. borings, or other Items required as a result of non-standard Customer site conditions. 0. Other Services and Software. The Services may include dedicated or dial -up Inlamet Protocol connectivity to BellSouth's local Internet netwoft and to the global Internet, as wall as access or connectivity to any of the Information sources or services that may be provided by BellSouth or be available frorn other service providers participating In, connected to or accessible through BellSouth's Sorvlces or the global Intemot but which are not part of the Services being purchosod hereunder. Sopamict charges may be applicable to soma or these additional servfcos and may appear an Customer's bill from BellSouth, or they may bo billed to Customer separately by the provldom of such se vlces. A third party Global Sevlce Provider (GSP) provides a roaming capability In conjunction with dial -up Ballaculh Business Intemot Services that allows users (subject to any applicable roaming surcharge) to dial the local numbers of GSP-provided PQPs to reach the BellSouth Business Internet Service while outside of the BellSouth Business Internet service areas. If Customer or Its users elect to use such GSP local access (or Customer purchases a service plan which has such GSP local access Included In rho price), Customer will be charged by the GSP and may see a separate charge for such service on Its bill. Such GSP local access service is provided by the GSP on the GSP's terms and candltons and at the prices or surcharges sat forth In the applicable Customer's Order. Use by Customer and any Individual authorized users of Customer of BollSou►h's other services and any browser or otnor Software provided by BellSouth shall be subject to BellSouth's standard terms and conditions far such services as well as the applicable software license terms that am provided with such Software. 9. Equipment 0,1 Equlpmonl Orders - Customer may place Orders For Equipment and/orSorvlcos pursuant to this Agreement by. (a) BellSouth order fvm1, (b) Wephane order to BellSouth for non�nglnoorod move, add, or change work, or Services, In either t." ta.90 not to exceed ten thousand dollars ($10,000), (c) Customer purchase order or letter of purchase request or (d) (arsinille or electronic transmission. for the puma sas of whlrh Customer agrees that (1) BellSouth and any thlyd-party lender or lessor may rely upon any facsimile copy, olacumic data transmission or electronic data storage of the Agreement or any Order, and (11) such farsimla copy, electronic data transmission or ele=nlG data storage will be deemed an original anti the tmst ovldonco thereof for all purposes, Including, without Ilmllation, all evidonllary purposes bafom arty arbitrator, court or other adludicaLwy, authority. Each Order, if confirmed or accepted by BellSouth, shall constitute a separate purchase and, nxcepL for any provisionswhlch are specifically excluded or modified In the Order, each Order shall automatically Incorporate all the terms and conditions o(thiss Agroomenk and any and all standard (such as preprinled or computer generated) terms and condiliona on any Customer purchase order forms or other Customer documonts shall bo deamed deleted. If Customer desires BellSouth Invoices to ref irenco Customers purchase order orolher number for convenience, Customer may Include such number In each Order_ Each Order shall also Include any mutually agreed Statements of Work. 9.2 Unless otherwise stated in the applicable Order, Customer's payrnonl for Equipment and related Equipment Services Is involc ed and due as follows; (a) Maintenance Service - monthly upon receipt of a proper invoice, (b) Equipment or other Orders - 20% of the Total Equipment Price with Order, 50% at Equlpmont delivery and 313% at Implomonlallon, (c) Installation Services —10W/9 upon the completion of the Installation Services. Expedited Equipment Orders may involve additional charges. 9.3 Data Equipment components shall be Invoiced and payable upon shipment of Equlpmonl by the manufacturer. Data Maintenance and Monitoring Services are invoiced and payable in advance (unless stated otherwise In the order) beginning at Implementation at Customer's Individual site locations. Data Services shall be Invoiced and payable upon Implementation par Cuslomots Individual site locations. Other Services vdll be Invoiced monthly for usage of Servloas unless otherwise provided In the Order. Customer shall pay the amounts a0reed to and lnvoiGed by BellSouth by the due date stated on the Invoice. The amounts listed In the Order are exclusive of, and Customer shall pay, all related delivery costs_ If shipping charges are shorn on an Order, they am an estimate only and shipping charges invoiced may vary from tho estimate shown on the Order_ 20f 9 CONFIDENTIAUPROPRIE7ARY— NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION JUN-29-2004(THE) fl:]7 BE U HTH MINER (FHM) 5H N3 ] P, M/W ESMA Agreement No. FL43-17Wi-00 9.4 Risk of toss or Damage for Equipment -All risk of Ions or damage shall pass to Customer as to each Itom of Equipment on the dake of delivery to the Installation silo, oxceplloss ordamage caused byBollSoulh. 9.5 Security interest In Equipment -Customer grants BellSouth a purchase money socudty Interest in each Ilam of Equipment. Customer agrees to oxeculn any documents reasonably requostad by BellSouth to protect andlar perfect BollSoulh's securityintonasL 9.13 Limited Warrantees - (a) BellSouth warrants that at Implamenlallon, and for the duration of the v irranty period referred In below. each Isom of Equipment, except for Data Equipment or as otherwise provided herein or in an Order, will function substantially In accordance with the manufacturer's published specifications, providod It Is not damaged as set forth In Section 9.13 and Is used according to standard operating Instructions Issued by rho manufacturer or BellSouth. Unless othenwise stated In the Order, the warranty period for Equipment Metalled by BetCSouth Is twelve (12) months from implementation. CERTAIN MISCELLANEOUS EQUIPMENT IS SOLP'AS IS" AND WILL CARRY NO WARRANTY WHATSOEVER FROM BELLSOUTH. Any warranty service for'As Is' Equipment will be provided diroctly by the manufacturer of such Equiprahont Such Equipment shalt he dearly Indicated on the appowbie Outer as Manufacturers Drecl Warranty Servlca ('MDWS'). BELLSOUTH OFFERS NO MAINTENANCE SERVICE OR WARRANTY FOR THESE PRODUCTS. The, warranty pgdod will not be enlarged by BeliSouth's repairrr mplacemenl thereof. (b) Data Equipment and Data Services Warranty Disclaimer - BELLSOUTH DOES NOT IMPLY OR EXPRESS ANY i3ELLSOUT1111 WARRANTY WHATSOEVER FOR DATA EQUIPMENT OR SERVICES PROVIDED. Customer's solo warranty is from the manufacturer. If Ebta Maintenance Service is not listed on an Order, any warranty claims that may arise are solely the tesponsibliity of Customer to pursua with the rrranufacturer. (c) All warranllos extend only to the origlrial purchaser of the Equipment, Idontlflvd as 'Customer,' and do not extend to any subsequent purchaser, Imnsfaree, user, or assignee of the Equipment, unless prior written consent is obtained from BellSouth for the extension of the warranties to such purchaser, user, or assignee. 9.7 Warranty Service for Equipment. (a) Full Warranty Service ('FWS y SellSouth agrees to pm vide, except for Data Equipment or as olhorwLa set forth herein or In an Order. Warranty Service to keep rho Equipment In, or to restore the Equipment to, good worklnn order in mnpilanco with rho manufa(u rospeclflcailons. If neither repair nor replaceroent are reasonably available to BellSouth, then BellSouth mayreled instead to m(um the price paid to 13ollSouth for the purchased Equipment, or the one 9= fee paid for the ricensed Software which Is In either ease defective, as then depmciated based on Customer's doprodallon schedule used for fedora] Inmmo tax reporting purposes. Warranty SaMca Includes preventive maintenance based upon the specific noods of Individual Items of Equlprnent and unscheduled, on -call remedial malnton nGo during warranty coverage. Replacement or additional parts and Equipment may be either new or recondillonad and equivalent to new in porformanca. 'rho roptaced Items become the property of BellSouth. (b) Response Times for Full Warranty Service: BellSouth will use reasonable efforts In respond to Customers request forWarranty Service for a Major Failure within two (2) hours, twenty-four (24) hours a day, savon (T) days a week, from the lima BellSouth first receives Customers roquest- WILh wpoct to a Minor Failure, BellSouth will use reasonable efforts to rmpond to Customers mquost forWananty Servile during BeaSouth's mqular woikkng hours, Monday through Friday, excluding holidays observed by BellSouth, within eight (a) buslness hour; from the time BellSouth first receives [he Customer's request. (c) Depot Warranty Service ('DWS"): BellSouth will replace delladvo Equipment an an exchange basis. Customer agrees to return dofoctiva Equipment ID BellSouth for depot service within three (3) days after receipt of replacement Equipment from VollSouth_ If 9ellSouth Chas not received such defective Equipment within Ion (10) days, Customer agrees to pay for the MPI0 mane helms. 0.0 InsWlallon of Equipment — (a) If ordered by Customer and agreed by BellSouth, Boll Sou lh will provide Installation Services to install the Equipment Customer agrees la provide, Ina timely martner, Customer doslgn Information and a suitable Installation onvironmant ae stated In any appilr.abic Boll Scuth Installallan manual, or as otherwise specified by the manufacturer or BellSouth. BellSouth will rnake reasonable efforts to moot the dale for Installation sot forth an the Order, and will notify Customer as scan as practicable of any delay. Customer agrees to notify BellSouth as soon as practicable If Customer requires pos"nament of any Installation. IF Customer or Equrpmanl specifications require non-standard wiring or otherwork, Customer will Incur additional Installation charges. Each Item of Equipment purchased under Ihls Arcrooment will be Installed as spocipod by BellSouth and the Equipmont manufaclurer_ if tha Equipmentis not to the Installed by BellSouth, Customer warrantslhat all Equipment Is to be Installed by Customer's manufacturer coMad employees at Its protdaes and Is not for resale. (b) If th© Implementation of any Order Is delayed, by no fault of BellSouth, for one hundred eighty (180) days or more from the acceptance of the Order by BellSouth or ninety (90) days from the original agmind Implementation dale, BellSouth will havo the following opflorar. (1) revise the price to reflect than current BellSouth pricing, 01) require payment for Equipment ddllvomd and Services performed to that time. or M cancel the Order and colfect reasonable termination charges (manufacturers restocking rhaiges and other out of pocket costs, non-remverablo materials and labor expended, plus lost margin). 9.9 Maintenance Service for Equipment —(a) If ordered by Customer and agreed by BellSouth, Main tonanco Sorvico coverage for Data Equipment commancas at Implementation and Maintenanco Service for voice Equipment commonces on expiration of warranty. 'rho coverage hours for Maintenance Service will be as listed In Section 9.7(b) above, or as agreed in the Order. Unless Included In the Ordfir. Customer will provide an analog modem at each site for remote diagnostics and/or repair and a dedicated analog telephone line wllhln GReen feat of rho Equipment, Maintenance may be provided via repair. roplacamont, or upgrade of defective Equipment at BellSouth's option. Ilf on - site manufacturer service is required, It will be provided at13enSauth's then current commercial rates. For all Equipment to be maintained by BellSouth, Customer represents It has paid the appropriate manufacturer license fee, and will rofmburse BellSouth for any unpaid license fee If payment Is demandod by the manufacturer. (b) Except for Data Equipment Malntananca Service or as speafled In the Order, the terms and conditions of Sections 9.7(a) and 9,7(b) shall apply to Full Maintenance Service ('FMS"), and those of 9.7(c) for Depot Maintenance Sorvica (^DMS'T. If equipment Is not under SaL%uth Warranty or Maintenance Sorwico at Iho time MalnfQnanco Sorvico is ordomd hereunder, of If additional Items are added by Customer or a thleid party, BellSouth will Inspect the equipment and perform any rKxm-sary repairs at BeliSouth's Ikon current rates for mileage, labor, and material,_ 3 of 9 CONFIDENTIAUPROPRIETARY — NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION JUN-]9-H (TUE) BSMA Agreement No. FL03-17671.00 (c) Malntananco. Service charges will be set forth In the a3ppllcabio Omer. Unless otherwise set forth In the Ober, the TOW Maintenance Charge IS an annual charge payable In monthly Installments. if at any time additional Equipment Is added to the original EquipmenL a new pro -rated coarse, computed at BellSouth's than grant rates, Y49 be added to the -total Maintenance Charlie to reflect the additional Equlpmerrt being serviced. For multi-yoar Orders, the rates used to calculate the Malntenanca Service Charge may be increased annually during the Term of Maintenance Service by a percentage no greaterthan Ute percentage Increase In the Consumer F&A Indax over the prevlou=i year. BellSouth may adjust the monthly maintenance charge If tut Equlpment Is moved to a different location. Customers payment Is duo upon receipt of BellSouth's Invoiee(s). (d) For key system malnlanance only, there Is a minimum charge for aevan stations at the agreed rate, even if tho key system in question conlailns fewer than seven statlon3. 9.10 Term of MbIntananca Service for Equipment • (a) The term of the Maintenance Service, If Ordered, shall begin an either (I) the day following the last day of the warranty period for the applicable Order, or pi) for Equipment not covered by Warranty or Maintenance Service at the time Maintenance Service is Ordered, the day following Uho completion of the necessary repairs as desedbod In Section 9.9(b) abova- (b) THE INITIAL. TERM FOR MAINTENANCE SERVICE SHALL DE ONE (1) YEAR UNLESS OTHERV41SE STATED ON THE ORDER, THE INITIAL TERM SHALL. BE AUTOMATICALLY RENEWED FOR SUCCESSIVE TERMS OF ONE (1) YEAR EACH AT BELL SOUTITS THEN CURRENT RATES. EITHER PARTY MAY ELECT NOTTO RENEW MAINTENANCE SERVICE BY GIVING THE OTHER PARTY WRITTEN NOTICE AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF THE THEN CURRENTTERM. 0.11 Additional Equipment Services —(a) Equlpmoni Drop Ship — Far drop shlp Orders, BellSouth will ship Equipment to the Customer's specified and agreed locatien(s1 BellSouth provides no assessment, systoms design, staging, Implementation, Installagon or proloct management for drop ship EquipmenL (b) Assessment— If Assessment is listed In an Order, BellSouth will work with Customer's wpm6entatIve(s) In evaluating Customer requirements for Equipment and Services, and render an evaluation report, dallnealing those requirements. (e) System DasIgn— If Systems Design Is listed In an Order, BellSouth will work with local exchange and interexrhango carders chosen by Customer,fn designing the necessary cuslomor promise equipment elements (tho'System Design`) to provido communications between mo locations specified by Customer. (d) Configuration, Staging and Implementation-- If Configuration, Staging and (mplomontallon are listed In an Order BellSouth will assemble, owliigure and test the EquipmenL BanSeuth's todhnlc i stall adheres to the original equipment nhanUfacwrnes (OEM) recommendations for configuration and Installation. The Equipmont wit be danvarod to Thee specified Custornor locaton(s) and Installed. BellSoulh will also lost each system, ac on ing to proceduresJmethodstisted In the Order. BallSouth will provide to Custamor the wdlten results.of an testing conducted by BellSouth. Upon successful completion of testing, BellSouth Y40 notify Customer In writing and the Equipment and Services will be deemed accegled. Additional lasting outside Thal listed In the Order or at Customer's convenlonce or request will be perfonmod at BellSouth's option and at BellSouth's then -current rates. (e) Project Management If PnNect ManagamonL Ls listed In an Order, BellSouth will assign a qualified Project Manager to provide a single point of contact and mordlnata all adivilles to be delivered under the terms of [hat Order. BellSouth may replace the CallSoulh Project Manager at any Urn* by wrttian notice to Customer- (f) Network Morlltoring Services— Performance Advisor Plus —If Network Monitoring I.- Usled in an Order, BellSOUIh will provide Customer. (I) Fault Monitoring with IP Ping and MIB polling; (i) Monthly fault and performance repontrtd; (rd) Multi -Vendor trouble Isolallon/coordlnation; and av) Proadlve performance monitoring. Customer will provide, (I) Network diagram and applimblo circa It 0's; (II) Addressing and naming cenvenUons; (IU) SNMP and TI roadhmito ^ R; Qv) Analog modems at each site for remote d[agnostlos, andlor repair, (v) Dedicated analog telephone line, within felleen feet of the Installed router, (vl) aotaned contract Information for all circuit and hardware maintenance pravkfers, Including emergency access and after-hours contacts; (viz) Latter of Agency naming BellSouth for the purpose of opan[ng and trucking trouble UdcoLs with respective suppliers; (vill) A 64K Frame Relay PVC with 16K CIR management link between Custarnee'a host router and BellSouth's monitoring facility In Atlanta, Goorgta; and (Ix) Additional requlremen is as agreed In a Scope of Work. 9.12 Equipment Key System Electrical Damaae Repalr Service — (a) WHERE AVAILABLE, AND IF ELECTED BY CUSTOMER, CUSTOMER AGREES TO PAY A PER STATION RATE IN ADDITION TO NORMAL MAINTENANCE RATES DURING THE WARRANTY AND MAINTENANCE PERIODS, AND BELLSOUrH WILL EXTEND MAINTENANCE TO COVER REPAIR OR REPLACEMENT OF ALL BELLSOUTH PROViDED KEY SYSTEM AND LEY SYS TE11A RELATED EQUIPMENT COVERED HEREUNDER WHICH IS DAMAGED BY A IJGMTNIN13 STRIKE OR ELECTRICAL POWER SURGE. THIS SERVICE WILL BE AUTOMATICALLY RENEWED AT THEN CURRENT RATES AS LONG AS A VALID MAINTENANCE ORDER IS IN EFFECT. THIS SERVICE IS ONLY AVAILABLE WITH WARRANTY OR MAINTENANCE SERVICE AND CANNOT BE PURCHASED SEPARATELY. (b) In all sIbmilans Involving damage to BellSouth provided key system or key system related Equipment due to lightningi or power surge:,, provided the Electrical Damage Rapalr Service has boon Invoked, BellSouth's SOLE AND EXCLUSIVE LIABILITY win be repair or mpiacomont of tho damaged Equipment with BellSouth provided Equlpmonk In no event win the costs eAceed the current market value of the damaged key system and key syslem related Equipment provided by BenSaulK 9,13 Warranty and Maintenance Service Exduslons for Equipment -BellSouth shall respond to any service call requested by Customer; however, Customer acknowledges that. Warranty and Maintenance Services do not cover dainagas to or failure of the EquipmenL or Increases In service Umo rasulting from causes alhor than dofacts In or Me normal wear and tear of the Equipment Including, but not Umllod to, misuse or negligent operdUon of the Equipment, accident, than, unexplained loss. Ilghtning, etec7ictl power surge, fare, food. Wind, aci: of God. Vmr, terrorism, failure of Customer to maintain a proper opemUng environment, or repair, relocation or allordtion of the Equipment by anyone other than BellSouth or its designated agents. Warranty and Maintenance Services do not cover any Customer provided cable or equipment unless stated on the Order. Any site vislls or repairs necessitated by any of these excepted causes made by BellSouth shall be at the solo expense of Customer, and Customer agroes to boar the cast of all labor and materials at BellSouth's then current rater. 4 of 9 CONFIDENTIALIPROPRIHTARY — NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTI=N PERMISSION BBMA Agreement No. FL03-F871-00 0.14 Software Llconso - (a) Software suppliers license Softwara on a nonexc►usiva basis to BellSouth, and BellSouth also develops Software or has Software developed for It by third parties. All such Software Is and will remain the properly of aellSouth or its third party suppliers. BellSouth, with respect to BellSouth developed Software and to the extent authorized under the Supplier licensee, grants to Cmsfamer a personal, nonbansferablo and nonexclusive sublicense (without the right to further sublicense) to use Iho Software, subject to the following terms and condlllons: (b) Customer shall (1) use the Software only In conjunction with the particular Equipment for whirls the SaftWare Was Initially fumishad; (II) use the Software solely for Customer's Inlemai business purposes; Oil) not reverse engineer, decomplie, disassemble, reverse translate or otherwise translate the Saftwam Into human readable farm, nor reproduce the Sofhkmm except for archival purposes; (Iv) return the Software, togotherwilh all copies thereof, orwllh SollSouth's consent, destroy (or erase, If recorded on an erasable storage madlum) [be Software when no longer needed or permitted for use With the Equipment for which the Software waa furnished; and (v) keep In cpnfidonco all information relating to Software and Treat such Information as the oxduslve property and trado secret of BellSouth or such suppliers. (e) Notwilhstanding the above, Customer may dLrclo^,e the Software 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 cionfidantlality contained In Oils Section 9.14. (d) ' In addition to the above, where BellSouth's suppliers require Customer to signor otherwise agee to separate licensing provlSIMS directly vAth the supplier, Customer shall comply with such 0consing provisions. 10. Limitation and DiarI21mar of Warranties - EXCEPT AS PROVIDED IN SECTION 9. NEITHER BELLSOUTH NOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, ORAGENTS WARRANTTHATTHE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BIJr NOT IJMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULM PUiIPOSE OR OTHERWISE, OTHER THAN THOSE WARRANTIES (iF ANY) THAT ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, 014 MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. ALLSUCH WARRANTIES BEING EXPRESSLY DISCLAIMED. 11. Remodlas and Damages Limitations -The following limitations of liability represent. a materiel Inducement to the Parties to enter Into this Agroo ment and to perform Orders at the staled price, If additional rWm or undo takings were crrnemptalad by BellSouth, they would have been reflected in an Increased price, in contemplation of the price, Customer adrnrnModgas that there is consideration for the limitation of damages and remedies set forth above and as Follows: 11.1 BellSouth shall not ba responsible for any tuo of tho Services or Equipment by Criistorrmor. Its authortaed users, or any third party. Without Ilmlting the generality of the foregoing, BellSouth shall not be, liable to Customeror any of Customers users for any lost profits or other oonsaquontial damages, even If BellSouth hm been advised of the possVIlty of such damages; any claim or other action against Customer by any third party (except as sal Forth In the section below on Inhingemenl); any act or omission of any other entity Furnishing products and services that are used by Customer In connection with the Services or Egrrlpmant or for failure of any products orservicas provided by Customer, or any damages or Imes caused by the fault or negligence of Customer or Cu to mmnes fallum to perform Customer's responsibilities. 11.2 NEITHER BELLSOUTH NOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY FOR INCIDENTAL. CONSEQUENTIAL, ECONOMIC, PUNITIVE, INDIRECT OR SPECIAL DAMAGES OR LOST PROFITS, LOSS OF USE. OR TOIL FRAUD SUFFERED BY THE CUSTOMER OR ANY OTHER PARTY AS A RESULT OF THIS AGREEMENT OR SELLSOUTH S PERFORMANCE OR FAILURE TO PERFORM UNDER THUS AGREEMENT, REGARDLESS OF WHETHER OR NOT BELLSOUTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER EXPRESSLY ACKNOWLEDGES THATTHE PROVISIONS OFTHIS SECTION SHALL ALSO APPLY TO ALL CONTENT OR OTHER SERVICES AVAILABLE THROUGH THE SERVICE OR EQUIPMENT, CUSTOMER AGREES THAT CUSTOMER WILL NOT IN ANY WAY HOLD BELLSOUTH RESPONSIBLE FOR ANY SELECTION OR RETENTION OF. THIRD PARTIES, EXCEFT FOR ITS SUBCONTRACTORS IN CONNECTION WITH THE SERVICE OR EQUIPMENT. 11,3 in the event that a court ehoutd hold that the llmltatipm of flabitillou or remedies available as set forth In Iheao Tomes, or any partiann thereof, are unenforceable for any reason, or that any of Customers remedies under these Terms fail of their essential purpose, Customer expressly agrees that under no circumstances shall BeilSoulh's total liability to Customer or any party claiming by, through or under Customer for any cause whalsoover, and rogardless of the form of action, whether In contract or In tort, Including negligence. In the nggrogala, exceed the amount of charges paid by Customer for use of the Services or Equipment during the twelve-month period preceding Um dale such claim first a=o. 11.4 Customer's sole remedy for any failure or non-perfomumnr:e of the Services Qnduding any associated Equipment, Software or other materials suppled In connection with the Services) shall be (a) for BellSouth to use commercially rewonabla effort. to effectuate an ad)ustrnent or repair of the Services or Equipment ano, In the event ouch failure or non-performance results In Service W Equipment dmmilme that exceeds the period of time specified In the applicable service level Igreement portion (if any) of any applicable Order or Service Description, to receive a refund or credit of or against any charges otherwise, payable for the Services or Equipment for the period of service downtime as provided for In the applicable service level agreement portion (If any) of any applicable Order or Service Description, or (b) if such (ailuro or non-performance rosutts In Service or Equipment downtime or degradation so substantial as to render the Service essentially unavallablo to arummble by Customer for normal use, to terminate the Services or Equipnx3nt-for default by BoMuth In the manner provided in these lames. Unless specified to the contrary In any applicable secree level agreement portion of any applicable Order or Sorvlca Descrlption, the maximum credit forservice downtime or other folure shall net exceed time total monthly lilt to the Customer for the Services or Equipment for the month In which such downtime or failure ocrztrs. 11 Termination and Dafault - 12.1 BellSouth may, al Its solo discretion, terminate any Customer Omer and discort Inuo Customers; access to and use of the Services, It (a) Customer fails to pay any amount within 10 days after written notice thitt the same Is dollnquenk or (b) Customer breaches any of the maletlal lerms. condlilons, obligatlans, or representations contained In these Terms, except for applicable Acceptable Use Policies, and does not curd such breach 5 of 9 CONFIDENTiA11PROPRIETARY— NOT FOR DISCLOSURE_ OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION 98MA Agraamant No. FL03-PB71-00 W L hln thirty (30) days of notice of such breach; or (c) Customer becomes the subject of a volunlaryor Involuntary bankruptcy, Insolvency, reorganization, or Ilquldallan proceeding, makes an assignment for the bana0t of cWtors, or admits In writing Its inability to pay debt, when due, or (d) Customer's equipment or use of the Sarvims intarfares with the Services or any other user. Although BellSouth reserves lie right to iMmodlataly suspend or terminate Service -in the event of repeated or flagrant violations of its Acceptable Use Policy, Incorporated herein by refaronce, BellSouth's profarred courso of action under Ibis Section 12.1(d), is to allow Customer an opportunity to cause such interference betore Service termination occurs. In addition, If BellSouth reasonably detarmintw that the continuation of the Services has become Impractical or unfeasible for any technicad, legal, or regulatory reason, BellSouth may terminate the Services vAth at least thirty (30) days prior notice If reasonably practical. 12.2 If Customer has aloclod a minimum harm for the Services and then cancels Its Services or any portion thereof, or has Its Services or any portion thereof terminated as provided above, prior to the expiration of such minimum term, Customer shall be obligated W pay BellSouth a termination charge equal to the amount (f any) specifled In the applicable Order, otherwise tho tarminalion charge shun be equal to 100% of Iho total monthly chamw (other than variable usage charges) that would have becofine duo for the remainder of the schedulod minimum term If such cancellation had not odeunod. Such termination charge shall be paid to BellSouth within thirty (30) days after such Cancellation by Customer. 12.3 If BellSouth breadtes any of titese material Torms and falls to cum such breach within thirty (30) days after written notice of such broach, Customer may (as Ifs solo remedy atccept for any credits that may be payable for down Uma as provided elsewhere heroin) torminata [fr. the affected Services by written 1101100 to Befi$outh, without obligation for any oariy tarminatfon charges otherwise payable hereunder 13. Force Majoure - BellSouth shall not be responslbta for any delay or failure In delivery or porformanco of any of its duties hereunder due to acts of God, acts, or omissions of any network provider or any other occurrence ccmmanty known as force maieure, Including weather, war, dots, ads of terrorism, enhbargoas, strikes, oral har concerted ads of workers, casualties or accidents, or any athor causes or circumstances whether of a similar or,dissimilar nature ta the foregoing that prevent orhlndar the dollvary of the Services. BellSouth may cancel or delay perfonnanca hereunder for so long as such performance is delayed by such occurrence or occurrences, and In surh avant BellSouth shaft have no liability to Customer. 14. Noticas -An notices under this Agmoment wilt be In writing and will be deemed to have been duly given If delivered personalty or by courier ser Ace, faxed or maned by rc&terod or certified mail, robum rocalpt requaslad, postage prepaid, to the Parties at the addresses sat forth below. An notices under This Agreement that are addressed as provided herein will be deemed ghran (a) upon delivery, If delivered personally or bycau,ier service, (b) when confirmed, If dellvered byfatelrnne, and (c) an the fifth (51h) bushu m3 day after the day it Is deposited in a regular depositary of the Unitod States mall, If delivered by mail In the manner described above. Either Party may changa Its address or respective contact far notifioatlon purposes by gluing notice to the other of the new address or deslgnoo and the data upon which such change will bomme effective. BellSouth Customar BellSouth Business Systems, Inc. Monroe County Ann- Director of C.nnimct Managomonl 12M Truman Avenue 2150 Lake Blvd., 7th Floor Key Walt, FL 33040 AUante. GA 30319 15. Confidential information - 15.1 Except asset forth In this Sacflon, or as othenMao enipmssly provided in this Agreement, each Party agrees that (a) al Infoirnatian =nmuntratod In It by tha other and Identified and marked as'conficient al; whothor before or after the data hereof, (b) all Information identified 89 confidential to which It has access in connection with the Services and Equipment. and (c) this A mernant and the Parfles' rights and obligations hereunder (collectively, 'Confidential Information'), will be, and will. be deemed to have been, received In confidence and will be used only for purposes of this Agreement Each Party agrees to use the same means It uses to protect Its awn confidential Information, but In no event less Ittan reasonably inoano, to prevent the disclosure and protect the confidentiality of Confldonllal Information. No Confidential lnIOmmatian wil be diisdosed by tine recipient Patty without the prior written consent of the disclosing Party; provided, howovcr, that each Party may dlsdosa this Agreement and any disclosing Parry's Confidential Information to thoca who are employed or engaged by the recipient Party. Its agents or Ihoso of its bffillales who have a need to have acres to such Information In cornection with [heir employment or engagement provided the recipient party, notiBcra surly persons of the obligations set forth in this Section and such persons agree to abide by such obbpallomL 15.2 The obligations set forth In subsection 15.1 above will not provont any Party from disclosing Information that belongs to such Party or (a) is alroady known by tho redplent Party without an obligation of confidentiality other than under Ihls Agreement, (b) Is publicly known or becomes publicly known through no unauthorised ad of the recipient party, (c) is tighlfUly received from a third party, (d) Is Indepondently devaloped without use of the disclosing Parry's CanUdennal Information or (a) Is dlsdose d without similar restrictions to a third party by the Party owning the Confidential Informallon. If Conliidentlal Information Is required to be disclosed pursuant m law, regulation, tariff or a requirement of a govammettal authority, or In connection with an arbitration or mediation, such Confidential Information may be disclosed pursuant to such requirement so long as the Party required to disclose the Confidential Information, to the extont pmlblo, provide the disclosing Party with timely prior noUco of such roqulremont and coordinates with the disclosing Marty In an effort to finA the nature and scope of such requlrod disclosure. Upon wdllen roquost at the expiration or termination of an Attachment or Order, all doc umenlad Confidantlal Information (and all copies thereof) owned by the requesting Party (If proviously received by the terminating Party) will be returned to the requesting Party or win ba destroyed, with written certification thereof baing given In the ntquasting Patty. The provisions of this Section win survive [he expiration or tonmhallon of any prier, Attachment and this Agreement for any reason. 15.3 Confidential Information will not Includo any feedback, data, answers, questions, comment-, Suggestions, Ideas or the like, that Customer sands to any BellSouth Company or to BaS relating to the Services or Equipment, unless Customer Identifies It as Confidential Information. BellSouth and BUS assume no obligation to proled such information from dlsdostuo and will be free in reproduce, use, and distribute the Infommatlon to others without restriction. BellSouth and 13BS will also be free to use any ideas, concepts, know-how or techniques contained In such information or developed by (ham, for any purpose what oovor Including but not limited to developing, manufacturing and marketing Services and oaf a CONFIDENTIAUPROPRIETARY— NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION 513MA Agreement No. FL03-FO7140 Equtprthent Incorporating such Information. Nothing contained In [his Section restricts the right and ability of BRS and BellSouth to use Information concemirig Rho oxooutlon of this Agreement and the prevision of the Services and Equipment to Customer In intertial publications. 15.4 Notwithstanding the foregoing, the County and BellSouth shall allow and permit reasonable access In, and Inspection of, all documents, papers, letters or other malerlats In Its possession or tinder. Its Control subject to the provisions of Chapter 119. Florida Statutes, and made or received by the County and BellSouth In conjunction with this Agreement: and tho County shall have tho right to unlalerally cancal this Agreement upon violation of this provision by BellSouth_ 16. Trade Name, Trademarks and Servlce Marks. patents and Copyrights - 16.1 Neither Patty is aulhorind to and will not use any name or mark of the other Party in any advertsing, publicity or In any other commercial manner without the pdorwrilton consent of the other Party. 16.2 Customer may use, Copy and distribute Iho materials relating to the Service; for Internal, none inin arclal, Iniormallonal purposes only. Except as auuwrtzed in this paragraph, Customer Is not being granted a license under any copyright, trademark, patent or other Intellectual property right In the materiel or the products, services, protas es or technology described therein. Soll$oulh, Its affdlatim and/or any third party owner of such rights retain all such rights. Customer shall have no Ownership or property rights in the Services or In any docurnentatian provided In connaclm with M Services. Customer may make copies of such documentation solely for use In connection witi Its auihorlu;d use of the Services, and all such copies shall include all copyright trademark and other propriotary notices appearing In the original documentation. Upon the Inrmination of the Sarvlces to Customer, Cuslanerahall return all copies of the documentation In BellSouth or Certify destmacin of such documentation. 16,3 All trademark, product and servim marks contained on or associated with the 5arvlC1139 and Equipment that are not BellSouth Company marks are the trademarks of their respective ownarn_ Roferences in any names, marks, products, services or oquipment of third parties do not nocessarify constitute or Imply BBS's or BellSouth's endorsement, sponsorship or recommendation of the third party, information, product or service. 16A Neither Party will make any media release or other publlo announcement relating or referring to tho Agreement without the prior written r~onsent of the other Party - IT. Indemnity- 17.1 If any Equlpmant, Services or Software furnished under this Agreement (other than Equipment or Software pmulded "As IV) infringes any United States patdnt, trademark, copyright; or Irado socot and a claim or suit Is brought against Customer on that account, BellSouth agrees to defend or setae any such claim or eull at BollSouth's expense. BellSouth will also pay all damages and rusts that by final judgment are assessed aaalnst Customer due to such Infringement. 17.2 BeRSouth's obrigation as set forth in this Section is expressly conditioned upon tho following: (a) that BellSouth shall be notified promptly In writing by Gustonherof any claim orsult of which Customer Is aware; (b) that BellSouth shall have solo contral of the defense or settlement of any claim or suit; (c) that Cuslomershall cooporato with BollSoulh In all reasonable ways to facilitate the settlement or defense of any claim orsuib and (d) that fhe Claim Or suit does not arise from Customer modificallons, or from combinations of Equipment, Software or Services provided by BellSouth with equipment, software or services provided by Customer or others, or fmm Custrxners use of Equipment, Software': or Services other than In accordance with the applicable manufacturers spaclllcntions. 17.3 If any Equipment, Software or Sorvlcts becomes, or In BatSoulh's opWon, Is likely to became the subject of a Balm of Infringement, BaltSowh will, at Its option' (a) procure for Cusf4mor the fight to [orWnuo using Rio applicable Equipment, Software or Serviees; (b) replace the Equipment, Software or Scivlm with a non -Infringing Equipment, Software or Sorvk as substantially complying with the specifioations of the Equipment, Software or Services; or (c) modify such Equipment, Software or Services so It hoemnos nondnfrInging and performs In a substantially similar marumr to tho original Equipment, Softwaarn or Sendccs_ 17.4 If options 17.3(a), (b) or (c) above are not reasonably available to SolISoulh, then BellSouth may elect Instead to tetum the price paid for the purchased Equipment, the one time fee paid for the licensed Software, or any amounts prepaid by Customer for the affected Services for arty period after Bell$oulh directs Customer to cease such use, which Is in either come rho subject or potential subject of an Infringement claim, as then deprecaled based on Customers depredation schedule used for federal Income tax roporting purposes. 17.5 Customerwill Indemnify and save BellSouth harmless from and against all loss, liability, dama99, and owponso, Including all ronsorable couawl fees, duo to claims for Infringement of United States patents, Milght, trademark, or other Intellectual property rights, or due to any other claims or causes of action by third parties of any nature whatsoever, arising from the use, In connodion with the Services or Equipment, of equipment, software or Inkinmatlon not provided by BellSoulh, or otherwise relating to or arising out of Customers use of the Services or EqulpmonL Ill. Disputes - 1 B_i County and DollSouth agree that all disputes and disagreements shall be atlemptnd to be resahred by meet and confer sessions between representatives of each of the Parties. If no resolution can he agreed upon within 30 days after the first meet and corifer sass Ion, 1 ho lesuo or issues shall be discussed at a public meeting of the Board of County Commissloners_ If the Issue or Issues are still not resolved to the satisfaction Of the Parties, Then any Party shall have the right to seek such relief or remedy as may be provldod by this Agreament or by Florida law. 18.2 The County and BellSouth agree that, in the event of corlgfcting Interpretations of the terms or a tern of [lilts Agreement by or betwoon any of them the Issue shall be sutrrrdtlad In modlation prior to the Institution of any other administrative or legal proceeding. 18.3 In the event any admInisUatve or legal proceeding is insotuled agalrist ellher Party relating to the fonnaton, execution, performance, or breach of this Agreement, County and BellSouth agmo to participate, to rho extent reasonably required by the other Party. In all proceedings, hearings, processes, moatings, and other acllVities related to the substance of this Agroomont or provision of rho Services under this AgreemenL 7 of 9 CONFIDENTIAL/PROPRIETARY— NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION BBMA Agreement No. FL03-F071-00 County and BellSouth Specifically agree that no Party to this Agreement Shall be required to entor Into any arbitration proceedings rotated to this Agreement 18A Tho County and BellSouth agree that in the event any causo of action or administrative proceeding is Initiated or defended by any Party relative to the enfoTverrient of interpretation of this Agreement, the prmiling Party shall be entitled in reasonable attorney fens and count costs as an award against the non-mvalling Party, and shall indodo rmsonablo allomey fees and courts costs in appellate proceedings. Mediation proceedings Initiated and conducted pursuant to this Agreement shall be In accordance Will the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 19. General. 19.1 Except as set forth herein, neither Customer nor BellSouth may assign or transfer any of Its rights, autos, or obligations with respect to the Services without the other Party's written consent, which consent shall not be unreasonably withhold or delayed, Any attempted assignment or transfer without the mitten consent of the relevant Party shall bo void. Non ilhstanding the forogaing, BellSouth may assign, delegate or otherwise transfer Its rights or obligations hereunder, In whole or In pert, at cry time to any entity owned In whole or In part by BellSouth Corparallon or by one or more of Its direct or Indirect subsidiaries, or subcontract the performanco, of any of Its obligations under this AgroomonL 19.2 No acton, regardless of fort, arising out of the Agreement may be brought by either party morn than one year after the cause of action has arisen. 19.3 These terms and the Service-" and Equipment shall be governed by the taws of the State of FhAda applicable to contracts made and to be parformad In the state, without regard to ills conflicts of laws previsions. In the event that arty cause of action or admini5tr80ve proceeding Is InsUtuled for the enforcement or interpretation of this Agreemont, the County and BellSouth agree that to the extent allowed by law, venue will Ile In the appropriate court or before the appropriate administrative body In Monroe County, Florida. 19.4 If any term, covonank condlflon or provision of this Agreement (or the appiication thereof to any circumstance or person) shall be declared Invalid or unankwmablo la any extent by a court of competent jurlsdlction, the remaining terms, covenant;, conditions and provisions of this Agreement, shall not affected thereby; slid each remaining term, covenant, condition and provision of this Aamamontshall he valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining tomts, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and BellSouth agree to negotialo in good faith In an often to rnplam any stricken prevision with a valid provision that comes as does as possible to the Intent of the sirleMn provision_ 19.5 No failure on the part of either Party to exercise any right of remedy arising directly or Indlreclfy under this Agreement will operate as a waiver of any light or remedy It may have, nor will an exercise of any right or remedy by ollhor Party preclude any right or remedy otherwise available to such Party. 19.6 The headings used In this Agreament are for convenience only and do not affect the meaning or interpretation of this Agreement. 19.7 The tarns, covenants, condWons, and provisions of this Agreement shall bind and Inure in the bomefit of the County and BellSouth and their respective legal representatives, successes, and assigns. Except as otherwise specifically stated In this Agreement, the provisions of this Agreement are for the benefit of the Pandas hereto and not far any error person. No person or entity shall be entitled to rely upon die temps, or any of them, of this Agroomant to enforce or attempt to enforce any thlyd•party Claim or ondflement to or benefit of any service or program contomplatod hereunder, and the County and BellSouth agree that neither the County nor BellSouth or any agent, cf cor, or arhployoo of althor shall have the authority to Inform, counsel, or otherwise Indicate that any particular Individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, Inferior to, or superior to the community In general or for the purposes contemplated in this Agreement 19.8 BellSouth shall maintain all books, records, and documents directly pentriont to performance under this Agroomont In acerdamco with generally accepted accounting prlrtdplas comistan0y applied. Each Patty to this Agreement or Choir aumormod representatives shall home reasonable and timely guess In the Wring records of each other party to this Agreement for public records purposes during the tam of the Agroomant and for four years following tie termination of this Agreement. Should an audit excoptfon identify an overpaymont, County and BellSouth agree that the amount of paymentshafi be repaid or rrodltod to County's account 19.9 County and BellSouth covenant that neither presently has any Interest that would conflict In any manner or dogma with Its performance undar this Agroomont, and that the only interest of each Is to perform and receive benefits as recited In this Agreement. i9.10 BellSouth agrees to execute such documents as the County may reasonably require, and which am applicable to BellSouth. to Include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement, 19.11 No covenant or agreement contained herein shall be doomed to bo a'covenant or agreement of any member, officer, agent or omployeo of Monroe County In his or her Individual capacity, and no member, olfloor, agent or employee of Monroe County shall be tiabla porsartally on this agreement or be subject to any porsonal Itability or accouritabillly by reason of the execution of this Agmarnant 20. Non-Uiserlminatlon - County and BellSouth agree that there will be no unlawful cIvArnlnation against any person In the performance of this Agmamnnl, and It 19 expressly understood Thal upon a dolarmination by a court of competent Jurisdiction that such unlawful dbc dmfnaUw has aaarrred, the County may terminate the affected Services effective the date of the Court order. County or BellSouth agrees to comply with all Federal and Florida statutes, and all local onIlnanro,, as applicable, relating to nondtrrxtmination. These Include but are not limited to: 1) Mile VII of the Civil Rights Act of 11arA (Pl. BB-352) which prohibits dl .ertminallon on the basis of rarx, color or national origin; 2) Title IX of the Edurnton Amendment of 1972, as amended (20 USC ss. 1081-1683, and 1685-1686), which prohibits discrimination on the balls of sex; 3) Sacwn 504 of the Rehabilitation Act of 1973, as amended (20 USC a. 794), which prohibits discrimination an the basis of handicaps; 4) The Ago Olscrimbullon Ad of B of 9 CONFIOE=NTIAL/PROPRIEfARY— NOT FOR DISCLOSURE OUTSIDE SELLSOUTH WITHOUT WRITTEN PERMISSION BBMA Agreement No. FL03-FB71-00 1075, as amended (42 U5C ss. 8101-6107) which prohibits discriminalion on the basis of age; 5) The Public Health Sarvlco Act of 1912, ss. 523 and 527 (42 USCss, 090dd-3 and 290ee-3), as amended, rolafing to conffdenllalityof alcohol and drug abuse patient records; G)TIQ6 Vill of the Civil Rights Act of 1968 (42 USC a. et seq.), as amended, relating to nondlsaimina0on In the sale, rental or financing of hou ring: 7) The Americans with Disabilities Act of 7990 (42 USC s_ 1201 Nato), as maybe amended from ilme to lima, mlating to nandiscdmination on the basis of disahtllty; and 8) Any other nandlspthtinallon provisions In any Federal or vtato statubs which apply to the Partle5 to, or the subject matter of, this Agreement 21. CcdO of Ethics -County agrees that officers and employees of the County recognize and will be required to comply ►vith the standards of eanductfor public officers and employees as delineated In Section 112.313, Flpdda Statutes, mgarding, but not Ilmllod to, solicitation or acceptance of girls; doing buslnass with one's agency, unauthorized compensation; misuse of public posiUrn, conRcting employment or contractual relationship; and disclosure or use of certain informeAort. 22. No SallcilallonfPayment -The County and BellSouth warrant that, In respect to lisdf, it hm neither employed nor retained any company or person, other than a bona fide employee working solely for IL to sotIcit or soatra this Agreement and that it has not paid cr agreed to pay any person, company, corporatlbn. Individual, or firm, other ihan a bona fide employee woridng solely for It, any foe, eommisslon, percentage. gift or other conslaaralfon contingent upon or resulting from the award or making of this AgreemenL For the bread~ or vlola0an of Ilia provision, BellSouth agreez that fh+3 County shall have the right to lerrrttrnaln this Agreernont without liability and, at Its discretion, to offsat from manias awed, or otherwise recover, the full amount of such fee, cornmissfon, percentage. gift, or consWeraton_ Customer acknowledges that Customer has read and understands this Agreement and agraos to be bound by Its terns and conditions. Customer further agrees that this Agreement, and any Orders, constltutc the cam pinto and exclusive statement of the agmamont between the parilas, superseding all proposals, roprosantatlons, andlor prlor agreements, oral orwritton, batwoon tho parties rotating to the sub)oct matter of the Agreement- Accnptanca of any Order by k7ellSouth Is subject to BellSouth cradlt and other approvals, This Agreement Is not binding upon BellSouth until executed by an authorized amployeo, partner, or agent of Customer and BellSouth. The undarsigned warrsnt and represent that they have th.! auth4rlty to bind Custom or and BellSouth to this Agreement. *This Agreement may not be modified, amondod, or superseded other then by a writt9p Instrument executed by both parties. The undersigned wttt't'unt end represent that they have the authority to bind Custamor /, " B / outh to this Agreement. _ o-1 CUSTOMER: oy: M noe County By , INC. (Signal (Sig at ) Sy: Murray.-E. Nelson, Mayor By: T �C (Printed Name and Title) / (Printed Name and Title Data: Tune t6g 2004 Data: 1� MONROE COUNT`! APPROVED AS 1 EY L CLERK 6CPU6 CLERK „r 9 of B CONFIDENTIAUPROPRICTARY- NOT FOR DISCLOSURE OUTSIDE SELLSOUTH WITHOUT WRITTEN PERM15SION B13MA Agreement NO. FLU3-F871.00 Regulated Services Agreement FL03-FB71-10 13ELLSOUTH BIJSINESSs" MA57ER AGREEMENT FOR REGULATED SERVICES AND VOLUME: 8 TERM AGREEMENT Monroe County This BellSouth Suslt.1 'A Master Agreement for Regulated Services and Volume $ Temh Agroomant (' Agreement') Is between Monroe County ('Customer;and BellSouth Telecorilmunicallons, Inc. ('SST') and applies to Orders for the purchase of Regulated Services from DST. This Agreement Is or may be, a Contract Serv1c* Arrangement ('CSA') wiih respect to regulated BellSouth Services. REGULATED SERVICES 1. Regulatory and Qhor Contractugd.Considarstlons. 1.1 Customer recognizes and agrees that Mils Agreement is subject to and conbmlied by DST`s lariffs Including, but not limited to, the General Subscrlber Services Tariff and the Private Una 5ervlcas Tariff and all such revisions to said tariffs as may be made from Ilmo to lime, and are not intenderilo replace orsupersed4 existing tariffs. All Services fnduded under this Agreemonlwill be purchased In a=rdance%with such approved tariffs in effocl In each stale. The rates, charges and provisions of such tariffs applicable to the Services will apply unless and except to the extent this Agreement contain express rates, charges and provisions spedficr9y In conflict theroWth (In which ease dho expnws rates, charges, and provisions of this Agreement will control to the extent permitted by applicable law.) SST agrees Customer will be provided any appropriate tariff docreases for.any rate element 1.2 Customer aamowledges that BST may be required In mrtaln slates to file and obtain approval of this Agreement when used In conjunction with a Contract Service Atmngemont ('CSAI) or Special Service Arrangement ('SSA') prior to the Implementation of this Agroement HST agrees to begin any necessary filings within thirty (30) calendar days afler the Effective Data 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 Attachment and any CSA or SSA shall be null and vold and of no effect In that state. 2. Order Atmchmonl(s). Customer may order Regulated Services by using the BST Order Altachmanl ('Order Attachment') at the recurring and non -retuning rues and charges agreed to by the Parties In accordance vAlh the terns and conditions desalhod In the applicable ladffs and Order Attachment. Customer may order additional oxis Ong or new Regulated Services by submitting an appropriate Order Attachment. propody authorized and submitted In accordance with BST's procedures. Rates for addldonal andlar new Regulated Services will be in accordanca 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 AttachmenL Cuslomeragreos to pay for the Regulated Services Included'In all Order Attachments. 3. Cancellation. If Customer cancels a Servico ordered pursuant to an OrdarAftadhment prior to the completed Installatian of the Regulated Service, bird after the execution of the OrderAltachmonl, Cuslomerwill pay all reasonable costs incurred In the Implementation of tho cancelled RagulaMhd Service, not to exceed all costs that could apply If the work In the Implementation of the Order Attachment had heed tamplelad. 4. Termination. 4.1 If Customer cancels a service ordered pursuant to an Order Attachment at any Ilmo prior to the expiration of the service period shot forth In the appropriate Order Altachmants(s), Customer shall bo responsible for all termination charges unless othwrwise specified. . Termination charges are defined as all mason -able charges due or remaining as a result of the minimum service period agreed to by 13eIISowt11 and Customer as set forth In the Order Attachmant(s). 4.2. Customer acknoiModges It has options for Its loiocommunicallons services from sarvlco providers other than BST and it has chosem BST to provide the peguistod Services specified In each Order Attachment Customer, therefore, agroas that In the event It terminates Regulated Services provided pursuant to an Order Attachment of any kind wholher It Is a CSA or SSA, at any time prior 10 the minlmum Service podod sat forth In the Order AltachmonL Customer will pay Term[ nation Charges, except where a certified reseller or BST local service resells this Agreement to Customer and agrees In writing to assume all Of Customer's obligations to BST under this Agreement 8. Sarvlea Period. 5.1. The Service Period for Regulated Services ordered under an Order Attachment slhall be as specified In Ira applicable Order Attachment and shall commence on the data Installation Is completed. 5.2. At the expiration of the Service Period for any Regulated Service available pursuant to Idle tariff, Cuslamor may canllnuo the Regulated Service accohding to ronowal options provided under tho tariff. If Customer does not elect an additional service period, or does riot request disconllnuanco of service, the Regulated Servlco will ba provided at the month -to -month rain currently In effect At the expiration aft the Service Period for any CSA or SSA, Customer may Convert to an available tariff offering for the spedfic service or may request a new CSA or SSA. VOLUME AND TERM PROVISIONS. G. Dagnitlons. As used In this Agreement, the following words or phrosas have tho following meanings. If not otherwise deMod herein, add capitalized words and phrases have the meaning set forth olsowhoro In the Agreement 0.1 'Annual Revenue Commitment' - the agreed -upon amount of billing each year to Customer for BST Regulated Services that Custanor agrees to achieve for purposes of this Agreement. 6.2 'Baseline" — In Contract Year 1, the annualized monthly billing to Customer for BST Regulated Sorvleas during each year that Is trued to calculate the Annual Revenue Commitment. Baseline In subsequent years Is the aggregate billing for the previous twelve (12) month period prior to Iho application of any Reward. 1 of 4 CONFIDENTIALIPROPRIEI`ARy—NOT FOR DISCLOSURE 4l1'f,IDE BELLSOU771I WITHOUT Wil1TI'EN PERIAISSiON 98MAAgreamont No. FL03-FB71-00 Regulated Sarvices Agreement FL03-FB71-10 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 bath Parties have signed this Agreement ('Effectiva Date"), or any subsequent twelve (12rrnonth period that begins on the anniversary of the EffectIva Date. 6.4 'Deward' or'Reward Level' - Iha percentage reduction, exclusive of taxes and fees, that Is applied to the monthly tilted revenue for the BST Regulated Services that are Reward Eligible and for whiG1 billing has occurred or will oca.ir during the Current billing period. 6.5 -Reward Eligible Services'- all BST local and Iniral-ATA services purchased by Customer lhat are appropriate for a percentage reduction of the exisling monthly billed revenue, exduslve of taxes and few, as mutually agreed to by Customer and DST. The Remrd Eligible Services are listed In Appendix 1 to this AgroomenL 6.6 -Expiration Data-- the date on which tho term of this Agroomant expires. 6.7 -Term'- 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 5 Contract Years. 6.5 'V&T Eligible Serulcos' - all Regulated Servlcos purchased by Customer whose billing is used to Calculate Baseline. Non -recurring charges, taxes, and publicly unposed surcharges are not used to calculate the Baseline and are nal considered V&T Eligible, 7. Annual Revenue Commitment N 7.1 Customer and DST agree to an Annual Revenue Commitment In the first Contract Year of this Agreement of $1,452,528.00. The Annual Revonuo Commitment represents one hundred percent (100%) of Customer's Baseline billing. 7.2 Customer and BST agree that all recurring charges for V&T Elfglble Sarvims billed by BST to Customer during each year of thEs 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 pro-raward billed dollars. 7.3 Customer and BST agree to determine CuslomWs Annual Revenuo Commitment at the beginning of each Contract Year. Tho Annual Ravanuo Commitment for each Contract Year will be expressed as one hundred percent (100%) of the Baseline billing for the Contract Year. 7.4 In the event the Annual Revenue Commitment is adjusted duo to a Business Chango, Nigher Order of service, or Tariff Chango, as defined heroin, 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 donned horaln). 8. Reward Level 8.1 BST will apply a Reward That is a percentage reduction of the monthly billed revenue, swJusive of taxes and fees, for the total billed revenue associated with the Reward Ellglble Services at the beginning of the Contract Year. The Reward Laval will be effeellwo on the first day of the month In which this Agreement was signed by bath Parties. 8.2 Charges billed pursuant to the Federal or State Access Services tarlffs, billing for taxes or publicly Imposed surcharges, Including but not limited to, the surcharges for 911 or dual party relayservlcas, Local Usage, CSAs, SSAn. WATSSaver, and End User Common Lino Charges, are not eligible for the application of the Reward. Stilling associated with certain services may not be eligible for the appllc:kUon of a Reward In order to comply with applicable regulatory and legal requirements. a,3 Charges billed pursuant to other DST promotions or offers are not eligible for the application of the Reward. 8.4 Charges billed far V&T Eligible Serrlces 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 determirJng a Reward Level attained by Customer. 0.5 Customer and DST will be Jointly responsible for the Identification of Customer accounts with V&T Eligible services, Customer and BST agroo that BST will not be responsible for failure to apply a Reward to a V&T Ellgibla 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 Incentiva Award (°AGIA"). If Customer owcoods Its Baseline by more than 5.0 percent (5.079) during any Contract Year, Customer will receive an addlilonal AGIA credit. The AGIA uriu equal 10.0 percent (10.0%) of lho billed charges for V&T Eligible 5orvlces less the current Contract Yoars Baseline. The AGIA, not to oxcood $30.000.00, will be calculated and applied at the dmo of the V&T Annual Tfuo-Up. AGIA credits resulting from Annual Tnie-Up will be applied towards Reward Eligible Services only and will be applied Wthla thirty (30) days of the completion of Annual TNo-Up. 10. Annual Ravanuo Commitment and Reward.Loval. The Customer's Initial Annual Rovenua Commitment and Reward raqulrgments are set forth In Appendix 1. The Annual Revenue Commitment and Reward Level for future contract years will be mutually agreed to In writing. 11. Commitment Shortfall, Customer agrees if It falls to meet Its Annual Revanue Commitment during a given Contract Year. except as provided In Sections 14, 15, and 16, to the extent permitted by applicable law and regulation. EST will bill and Customer agrees to pay the difference between lho actual billed revenue for the current Contract Yoar and Its Annual Revenue Commitment ('Commitment 5hortfair). 12. Provision for Obtaining Rewards for Additional and Now Regulated Services. For purposes of this Agreement an "Additional Service" Is an In" ATA service that Is tarlffed by BST an the Effective Dale of this Agreement and is not considered an intral-ATA Reward Eligible Service. A'Now Service is an InIMLATA aervien that has been tariffed by EST after the Effective Data of this Agroomont. Customer may submit a request to BST to obtain a Reward on an Additional or New Scrvlce under this Agreement 13. Aaqulsillon of Now Businesses. In the event Customer acquires a new business or operation within the BST service area during the form of this Agreement, the Regulated Services at these locations may be included under this Agreement upon the mutual agreement of 8ST and Customer. Should such an agreement be reached, DST and Cmuslorner will amend this Agreement, Including the Annual Revenue Commitment level In Appendix 1, as appropriate to include such Regulated Services. Any rovlslons due to ocquisltion will be made during the V&T Annual Truo-Up at the and of the year in which the acquisition occurred, and will affect the Annual Revenue Commitment for future years- 2 of 4 CONFIDE'NTIAUPROPRIETARY- NOT FOR DISCLOSURE OU'PSIDE 13ELLSOU1711 WrMOlrr WRITTEN PERMISSION ESMA Agreement No. FL03-FO71-00 Regulated Services Agreement FL03-FO71.10 VST Bliglbin Services included In this Agreement as the result of an acquuIsllfon will be used In the imiculation of an AGIA In the Contract Year In which the acquisition occurred. 14, Business Change, In the event of a divestiture of a Ognlffctnt part of Customer's business, a business downtum beyond Customer's control, a doclalon by Customer 10 closo or consolidate localfons that Is based on event; beyond Cuslomer's reasonable conlral, or a network optimization using other SST services, (collectively, `Business Change'), any of which significantly reduces the volume of network Regulated Services required by customer, with tha result that Customer is unable to moot Its Annual Revenue Commitment under this Agreement (notwithstanding Customer's best efforts to avoid such a shortfall), BST and Customer will cooperate to reduce Customer's 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 Me; traffic or projected growth to providers other than BST. Customer must provide RST written notice of the conditions It believers will require the application or this provision and will doscribe such conditions with particularity. This provision does not congtltule a waiver of any charges, Including shortfall charges, Incurred by Customer prior to the time the Parties mutually agree to amend this Agreement. This prevision does riot affect the application of [ormInation changes pursuant to the lariff err other agreements. 15, Higher Order of Servlee. 13ST may offer Customer new technological roaturas and capabilities that will provide additional value to Customer Wlh higher functionality and increased capadty ('Higher Order of Service"). In tho event Customer elects to Incorporate such a Higher Order of Servfca Into Its network deslgn, and the use of such Higher Order of Service results In Customers being unable to meat Its Annual Revenue Commitment under this Agreement, then, subject to all applicable regulatory requirements; BST agrees to reduce Customers 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 pricy roductions on tariff sgrvfws purchased by Customer and such price reductions cause Customer to be unabla Lamont Its Annual Revenue Commitment under this Agraemant. [hen subject to appilcablo regulatory requirements, BST agrees to reduce Customers Annual Revenue Commitment to the extent of the shoritall resulting from the price reducllon(s)- 17. Annual True, -Up. 17.1 Within 00 days of the and or each Contract Year, DST will conduct a ravlaw of C,.uslaner's revenue to determine If Customer achleved 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 bllling for tha following year In accordance with Section 6.2. During the Annual True -Up, BST can also propose any adjustments to the Annual Revenue Cammltmant. Finally, during the Annual True -Up, BST and Customer will determine ilia Annual Revenue Commitment for the new Contract Year In a=ordanca with Section 7. 17.2 Customer and BST agree that any credit resulting from the Annual True -Up will be applied as a credit an the DST bill for local and IntraLATA services. Further, any debit resulting from the Annual Trua-Up far fallury to meet the Annual Revenue Commitment or Termination Liability will he billed dlroelly la Customer and Customer agrees to assume responsibility [err all outstanding amounts. 1 a. Taxes. Appllcabla taxes and foes will be based on full tariffed prices for all BST Regulated Services, and no taxes or foes will he, added to the amount of any Reword or AGIA given to Customer under this Agreement. 10. Tormination uabiuty. 19.1 If Customer desires to terminate the Volume and Term Provisions prior to their expiration. Customer must provide written noilea 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 received for the life of this Agreement or for the previous 12 months. whichever [S loss and (b) The prorated portion of the Agreement Implementation and tracking costs, calculated as follows; Pmraled Implementation and Tracking Costs r 522,014.00 times the (Contract Months Remaining divided by the Total Contract Months). 19.2 The application oflermination charges pursuant to this section shall not affect the application of termination Charges pursuant to the tariff or any other agreement. 20. Miscellaneous Prov[slorts 20.1 Offer Expirailarf. This offer shall expire on July 11, 2004. 20.2 This Agreement shall be lnterprelod In accordanco 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, offective when received and shall bo su0lelont If given In writing, delivered by hand, facsimile, overnight mall delivery, or United States Mail, postage prepaid, addressed to the approprlato party at the address sat forth below. Either party hereto may change the name and address to whom all notices or other documents required lmder this Agreement must be sent at any time by giving written notice to the other party. Currant addresses are: BellSouth Customer BellSouth Business Systems, Inc. Monroe County Alin, Dirmtorof Contract Management 1200TnunanAvenuo 2180 Laka Blvd-, 7th Floor Key West. FL 33040 Atlanta, GA 30319 20.4 In the event that one or more of the provisions of this Agreement shall be Invalid, Illegal, or urionforceable In any respect under any statute, regulatory requirement, or rule of law, then such provisions shall be considared Inopomilvo to the oxtont of such Invalldlty, illegality, or unonforcoablllty, and the remaindor of thls Agreement uhall continue In full fads and effect, 3 of 4 CON FIDENTIAVPROPRIETARY - Nar NOk r]iSCLpSURE QLMSIDE D61 ISOUnl WrFlIOUT WRITTEN PERMISSION t< HN -A (TW 09 ; 33 BEUMTH BUSINESS 5H �M K 01 /W BBMAAgroemont No, FL09-17871-00 Regulated Services Agreement FL03-F871-101 20.5 Each party agrees to submit to the other party, all advergsing, sales promotion, press release, and other publicity matters reta[Ing to this Agreement or to the services provided under this Agreement wheroln corporate or trdde names, logos, Iradomarks, or service marks of the other company or any of its alfillated companies are mentioned or wheroln [hero Is language from which a connection to said names or marks may be inferred. Each party further agrees not to publish or use such advertlsing, sales promotions, press releases, or publicity matters without the other party's mitten approval, 20.6 Customer may not assign I[. rights or obligations under this Agreement without the express prior written consent of BST, Such consent shall not be unreasonably withhold. 20.7 Extension of Terre. The lerm of this Agreement may be mdonded for two addlllonal one•yoar pariods upon the mutual agreement of the Parties. Customer shall pn7ulde HST written nollce of its intent to renew at load 60 days before the beginning of each one-year renawal period. Customer acknowledges that Customer has read and understands this Agroement and agrees to be bound by its terms and conditions. Customer further agrees that this Agreement, and any Orders, conslltuto tho complete and excluslvs statomont of the agreement between the Partles, superseding all proposals, mprosontatlons, and/or prior Agteements, oral orwritten, between the Pnrtlos relating to the subject matter of the AgreamonL Acceptance or any Ordar by BallSouth Iz subject to BellSouth credit and other approvals. This Agreement Is not binding upon BellSouth until executed byan authorized omployao, partner, or agent of Customer and BellSouth. The undersigned warrant and represent that they have the authority to bind Customer and BellSouth to this Agreement. This Agroamont may not be modified, amended, or 6uporsodad other than by a rltten Instrument executed by both parties. The Undersigned warrant and represent that they have the authority to bind Custer [ rall BellSouth to this Agreement. CU$T ER: Monroe County By: BY. t By; irgnal ire) By. Murray E. Nelson, Mayor By: (Printed Noma and Tlllo) _ ,•ice' �C�ag;' •- !� Date: June 16, 2004 - Date: ��R I 1� • y^ j1 � .�� AMEAU MONROE COUNT:' ATTORNEY PRQVEa 0 F �3M: LiZANNE A. HUTfON ASSI 000NTjl� TTO� RHEY Date /,JI� 4 of 4 I.E �IIC IONS, INC. tF1 B N �5 STEAM1S, IN � r� {_ re) •_.Iku�- O CAA" 1 ti.i � t1 JC i' vqn-z V Pt- CONFIQFNTIADTROPI1IFFAR,Y- NOT FOR DISCLOSUIEOL1TSMEB LMOILITHWl7'NrllPt'WRI1'I'ENPFRMISSION J&]- -HH ME) 09 ; 33 BE UHTH BUS 1 NM (FAX) 3U5 5H 7332 PAWN BOMA Agreement No. Fl-w-Fa71-oa Rogulatod Sarvlcos Agroamont FL63-Ft371-10 AppondixI to Regulated Sorvlcas Agroamont 1. Customer. Monroe County 2. Term: 8o months Volurna and Term ProviSlons A. Annual Revenue Commitment: a. Baseline (First Year): C. Reward Level0/" D. E. F. A Growth Porcentago Annual Growth Incen0wo Award: Reward Eligible Services $1,452,528.00 $1.452.528.00 5.Doyv 10.0% (riot to exCned $30,1100.00) A CUSTOM CALLING A DID A FIAT RATE BUSINESS A MSGIMEAS RATE BUS A OFF PREM EXf (OPM) A WATCHALERT A .. ANALOG DATA SERVICE A ALARM & CONTROL CKT A VOICE GD NON -DATA A DIR. WHITE RAGE SVCS A REMOTE CALL FIND A FLAT RATE PDX TRUNKSINARS A NON LIST/NON PUDUBHED $VC5 A BUS PLUSIBUS CHOICE A MEGALINK CHANNEL A MESSAGING CNS FEATURES A NAR6 - MagaLlnk Channel Smvleo A TOUCHSTAR 1 of 1 CONFIDENTIALIPROPRIETARY — NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting; Date. 6/16/04 Division: Managt,, nent Services... Bulk hem: Yes x No Department: TechnicalServices _ AGENDA ITEM WORDING: Approval of Contract with BellSouth for Muster Service Agreement. This will be the main service agreement-BBMA Agreement t+o.FL03-F871-00. BACKGROUND: This new Contract will be the reference agreement th:al contains the wording agreed upon by BellSouth and County Attorney. All contracts for individual services will reference this main agreement, PREVIOUS RC- LEVANT BOCC ACTION: This contract corrects audit findings concerning Master Service Agreement. All costs are billed against separate Individual agreements. CONTRACT/AGREEMENT CHANGES: New Contract STAFF RECOMMENDATIONS: Approval TOTAL COST:O BUDGETED: Yes COST TO COUNTY:O SOURCE OF FUNDS REVENUE PRODUCING: Yes _ No x AMOUNT PER MONTH: $ Dn APPROVED BY: County At �� OMB/Purchasing Risk Management DIVISION DIRECTOR APPROVAL: (Sheila Barker) DOCUMENTATION: Included To Follow _ 'Not Required DISPOSITION: AGEND 'A. ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: BellSouth Contract #� Effective Date: 6/16/04 Expiration Date: Contract Purpose/Description: Approval of contract with BellSouth for Master Service Agreement BBMA Agreement No. FL03-FS71-00 Contract Manager: Lisa Druckemiller 5100 Technical Services/ SB (Name) (Ext.) (Department/Stop #) for BOCC meeting on 6/16/04 Agenda Deadline: 6/01 /04 CONTRACT COSTS Total Dollar Value ofContract., $ 0 Current Year Portion: $ SO Budgeted? Yes® No ❑ Account Codes: Grant: $- County Match: S - - -� ADDITIONAL COSTS — Estimated Ongoing Costs: $0 /yr For: Suncom Services (Not included in dallaf value above) (eg, maintenance, utilities, .janitorial, salaries, etc-) CONTRACT REVIEW Changes Date in Needed Division Director Yes❑ No ff Risk Management 5'/a r1U'f Yes❑ No["" d !e/t�l O,M.B./P rchasing cs❑ No[:]County Attorney r y Yes❑ No[ Comments: OMB Form Revised 2/27101 MCP #2 Date Out Reviewer ` 1��