Item C39
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: 6/18/08
Division: TECHNICAL SERVICES
Bulk Item: Yes l No
Department: TECHNICAL SERVICES
Staff Contact PersonlPhone #: Lisa Druckemiller . 295-5100
AGENDA ITEM WORDING:
Approval of Order Attachment for CSA Services #FL08-5214-02 from AT&T for renewal
of Monroe County BOCC primary rate interface (pRI) agreements.
ITEM BACKGROUND: Monroe County BOCC has a contract with AT&T (formerly
Bellsouth, Inc) for a Primary Rate Interface Agreement that connects the BOCC phone systems
to the public telephone service at our various offices throughout Monroe County. These
connections are necessary for our phone systems to dial numbers outside of our 4 digit dialing
system and for connections to long distance services, etc.
PREVIOUS RELEVANT BOCC ACTION: Approval of Contract with Bellsouth for a
Master Service #FL03-F871-00
CONTRACT/AGREEMENT CHANGES: New 49 month term
STAFF RECOMMENDATIONS: Approval.
TOTAL COST:
$402.143.00
BUDGETED: Yes -X- No
COST TO COUNTY: $402.143.00 SOURCE OF FUNDS: Primarily Ad Valorem
REVENUE PRODUCING: Yes
Noll AMOUNT PER MONTH_Year
APPROVED BY: County Atty _ OMB/Purchasing~ Risk Management_
DOCUMENTATION:
Included X
Not Required
DISPOSITION:
AGENDA ITEM #
Revised 11/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: AT&T Contract # FL08-5214-02
Effective Date: 06/18/08
Expiration Date: 07/18/12
Contract Purpose/Description:
Order Attachment for CSA Services #FL08-5214-02 from AT&T for
renewal of Monroe County BOCC Primary Rate Interface (PRI) Agreement.
Contract Manager: Lisa Druckemiller 5100 Technical Services/5B
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on 06/18/08 Agenda Deadline: 06/04/08
CONTRACT COSTS
Total Dollar Value of Contract: $ 402,143.00 Current Year Portion: $
Budgeted? YeslZl No 0 Account Codes: 001-05002-530-410-_
Grant:
County
32,828.00 v
- - - -
-----
- - -
---
ADDITIONAL COSTS
Estimated Ongoing Costs: $ 98A84.00/yr (' For: AT&T PRI Agreement
(Not included in dollar value above) (eg. maintenance, utilities, . anitorial, salaries, etc.)
CONTRACT REVIEW
Changes
~,~ Needed
Division Director / (')/ YesO No
Risk Management ~/ d- a YesO Noef'
~~~B./PurChasing 5-;A-b~ YesO No~~ r ct2'~..-,
County Attorney 41/oE YesD NoJiJ ~iliJu1t~
Date Out
~30ftg
Comments:
OMB Fonn Revised 2/27/01 MCP #2
AT&T Primary Rate Interface Agreement
Technical Services
Monroe County BOCC
June 18, 2008
Background Information
Currently, Monroe County has contracted with AT&T (formerly known as Bellsouth) to
provide primary rate interface(s) (PRI) at multiple County facilities. These PRI's are
needed to connect our telephone switches to AT&T's network for purposes of dialing
phone numbers outside of our 4 number dialing. This includes local numbers, long
distance numbers and 911 emergency services.
Staff Recommendation
Technical Services recommends that the Monroe County Board of County
Commissioners approve Order Attachment for CSA Services #FL08-5214-02 to renew
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VU-.!- -.L---J."XL-~OJ.'lt:1.~a\::'-I,;"vv-:l-U"l--:r1:1--~.L-';,:'"
Contract Service Arrangement Agreement
Case Number FL08-5214-02
MASTER SERVICES AGREEMENT - ORDER ATTACHMENT FOR CSA SERVICES
This Order Attachment Agreement is Made Pursuant to the Master Services Agreement No. FL03-F871-00.
This Agreement is entered into pursuant to Tariff Section AS of the General Subscriber Services Tariff.
Offer Expiration: This offer shall expire on: 9/20/2008.
Customer's Billing Address:
Monroe County,
by and through its Board of County Commissioners,
a political subdivision of the State of Florida
1200 Truman Ave.
Key West, FL 33040-
Page 1 of 5
Contract Service Arrangement Agreement
Case Number FL08-5214-02
Option 1 of 1
Estimated service interval following acceptance date: Negotiable weeks
Service description:
This Contract Service Arrangement (CSA) provides for BellSouth@ Primary Rate ISDN - V oice/Data
(Standard) service.
This Agreement provides for a forty-nine (49) month service period.
This Agreement is not binding upon BellSouth Telecommunications, Inc. d/b/a AT&T Florida
("Company") until executed by an authorized employee, partner, or agent of Subscriber and Company.
This Agreement may not be modified, amended, or superseded other than by a written instrument executed
by both parties, approved by the appropriate Company organization, and incorporated into Company's
mechanized system. The undersigned warrant and represent that they have the authority to bind Subscriber
and Company to this Agreement.
This Agreement shall be extended for additional one-year terms under the same terms and conditions herein
unless either party provides written notice of its intent not to renew the Agreement at least sixty (60) days
prior to" the"expiratiorrofthe"initialtennor..eaclradditional"onecyear..temL
Page 2 of 5
at&t
Contract Service Arrangement Agreement
Case Number FL08-5214-02
Option 1 of 1
IN WITNESS WHEREOF, the Parties hereto have caused this Order Attachment to be executed by their
respective duly authorized representatives on the date indicated below.
Accepted by:
Subscriber:
Monroe County,
by and through its Board of County Commissioners,
a political subdivision of the State of Florida
By:
Authorized Signature
Printed Name:
Title:
Date:
B:
Aut oriz d Signature
PrinredNt:!IR4A/1 IY7 ~hoq
Title: ~.r fJ1 Cll ~e;L-
~- ~ - 0 B
Date:
MONROE COUNTY ATTORNEY
t3A!'PR~DAS TO FORM:
'!1tn1i; Je ~ ?J;Jt-(b7~/.tA
CHRISTIN M. LIMBERT-BARROWS
ASSIS~.JfOUNTY ATTORNEY
Date. loA
Page 3 of 5
Contract Service Arrangement Agreement
Case Number FL08-5214-02
Option 1 of 1
RATES AND CHARGES
Rate Elements Non-Recurrinq Monthlv Rate USOC
BellSouth@ Primary Rate ISDN, $.00 $120.00 1LD1E
Access Line,
-Each
2 BellSouth@ Primary Rate ISDN, $.00 $65.00 1LN1A
Interoffice Channel,
Each channel,
Fixed Monthly Rate
3 BellSouth@ Primary Rate ISDN, $.00 $20.00 1LN1B
Interoffice Channel,
Each channel,
Each airline mile or fraction thereof
4 BellSouth@ Primary Rate ISDN, $.00 $340.00 PR71V
Interface,
-Each
- Voice/Data (Standard)
5 BellSouth@ Primary Rate ISDN, $.00 $8.25 PR7BV
B-Channel,
- Voice/Data (Standard)
6 BellSouth@ Primary Rate ISDN, $.00 $.00 PR7EX
D-Channel
- No Rate (Provisioning USOC)
7 BellSouth@ Primary Rate ISDN, $.00 $0.20 PR7TF
Telephone Numbers for Flat Rate Voice/Data,
-Per telephone number requested inward and
2-way
Page 4 of 5
Contract Service Arrangement Agreement
Case Number FL08-5214-02
Option 1 of 1
RATES AND CHARGES
NOTES:
1. All rules and regulations for BellSouth@ Primary Rate ISDN service as set forth in the General
Subscriber Services Tariff (GSST) are applicable to this Agreement with the exception that volume
discounts as outlined in the tariff do not apply. The rate elements included herein have been specifically
discounted. Other rate elements used in the provision of the service have not been listed, but may be found
in the appropriate Company tariff. Examples of other rate elements are: FCC surcharges, regulatory fees,
taxes, or charges for features ordered that are not listed in the Agreement.
2. Apply five End User Common Line Charges for each Primary Rate Interface.
3. In the event that a material change in Subscriber's business conditions jeopardizes Subscriber's ability
to perfonn the tenns and conditions stated herein, then Company and Subscriber both agree to make a good
faith attempt to renegotiate any unfavorable tenn or condition. No change, amendment or modification to
this agreement.may be made without the mutual, prior and written consent of both parties and shall be
consistent with the provisions of all applicable tariff(s).
4. The following nonrecurring charges will not apply upon initial installation. However, if all or any part
of the service disconnected prior to the expiration of the selected term, then Customer will pay full
nonrecurring charges that were waived at initial installation as identified below in addition to applicable
termination liability charges:
USOC Description Nonrecurring Charge
1LDlE Access Line $875.00 each
PR71 V Interface $110.00 each
PR7BV B-Channel $5.00 each
1LN1A Interoffice Channel $125.00 each
Furthermore, upon Customer's request to disconnect all service prior to the expiration of the selected term,
Customer will be charged a one-time Contract Preparation Charge in the amount of $326.00.
All trademarks and service marks contained herein are owned by AT&T Intellectual Property and/or AT&T
affiliated companies.
END OF ARRANGEMENT AGREEMENT OPTION 1
Page 5 of 5
BBMA Agreement No. FL03..f871..o0
7. Customer Responsibilities -
7 .1 As between Customer and BellSouth, Customer is responsible for (a) assuring that its authorized users comply with the provisions
of these 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 terms; (b) providing any equipment and software that may be necessary for the use
of the Services by Customer (in addition to any Equipment and Software that may be placed at Customer's location(s) or otherwise provided or
used by BetlSouth for its provision of the Services); (c) timely payment of all charges for usage of the Services applicable to its account
whether or not by authorized users or for authorized purposes; 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, these terms, or any
Acceptable Use Policy applicable to the Services or Equipment. Customer shall not transmit or publish on or over the Services or Equipment
any information, software, or other content that violates or infringes upon the rights of any others or use the facilities and capabilities of the
Services or Equipment to conduct any business or activity or solicit the performance of any activity that is prohibited by law. Customer shall
comply with all applicable laws, rules, and regulations in connection with the Services and Equipment.
7.2 Customer shall provide, at no cost to BellSouth, and during BellSouth's regular business hours, timely access to Customer locations,
appropriate worKspace, facilities, information and staff resources, derical support (e.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 pre-scheduling is required for BellSouth personnel to perform on-site Services, Customer will
inform the BellSouth Project Manager prior to the scheduled performance date. Should any such Customer requirements not be provided promptly,
Customer is responsible for any resulting delays, redispatch charges, or added costs. The accuracy of Customer-provided information is solely
Customer's responsibility. Customer shall provide a safe on-site working environment free of asbestos or hazardous materials or conditions, and all
required AC electrical power and communications receptacles at the locations needed for the Equipment and Services supplied. The installation
location must meet all manufacturer environmental spedfication requirements. Customer is responsible for providing any special lifts, ladders,
borings, or other items required as a result of non-standard Customer site conditions.
8. Other Services and Software.
The Services may include dedicated or dial-up Internet Protocol connectivity to BellSouth's local Internet networks and to the global Internet,
as well as access or connectivity to any of the information sources or services that may be provided by BellSouth or be available from other
service providers participating in, connected to or accessible through BellSouth's Services or the global Internet but which are not part of the
Services being purchased hereunder. Separate charges may be applicable to some of these additional services and may appear on
g~,1l!9rT1.Elr:ll. ~ill..f1:QIl'l.. E3El.II~Q~!h!...()r!l1.El.'frT1~YotJ,EltJmElQJQ,GlJll!QmElLll.Elg~IgtElJy".gy !h~LRrQ~iQElrll...QtsJ!2!1,.seIYi.~s.",....AJt!i.r9.,P~r:tY..@!()!J.sl ,.s.eOOg:l '"
Providei(G-SP) provides a roaming capability in conjunction with dial-up Bellsouth Business Internet Services that allows users (subject to any
applicable roaming surcharge) to dial the local numbers of GSP-provided POPs to reach the BellSouth Business Intemet 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 the 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 conditions and at the prices or
surcharges set forth in the applicable Customer's Order. Use by Customer and any individual authorized users of Customer of BellSouth's
other services and any browser or other Software provided by BellSouth shall be subject to BellSouth's standard terms and conditions for such
services as well as the applicable software license terms that are provided with such Software.
9. Equipment
9.1 Equipment Orders - Customer may place Orders for Equipment andlor Services pursuant to this Agreement by: (a) BellSouth order form,
(b) telephone order to BellSouth for non-engineered move, add, or change work, or Services, in either case not to exceed ten thousand dollars
($10,000), (c) Customer purchase order or letter of purchase request; or (d) facsimile or electronic transmission, for the purposes of which Customer
agrees that (i) BellSouth and any third-party lender or lessor may rely upon any facsimile copy, electronic data transmission or electronic data
storage of the Agreement or any Order, and (ii) such facsimile copy, electronic data transmission or electronic data storage will be deemed an
original and the best evidence thereof for all purposes, including, without limitation, all evidentiary purposes before any arbitrator, court or other
adjudicatory authority. Each Order, if confirmed or accepted by BellSouth, shall constitute a separate purchase and, except for any provisions which
are specifically excluded or modified in the Order, each Order shall automatically incorporate all the terms and conditions of this Agreement, and any
and all standard (such as preprinted or computer generated) terms and conditions on any Customer purchase order forms or other Customer
documents shall be deemed deleted. If Customer desires Bell South invoices to reference Customer's purchase order or other 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 payment for Equipment and related Equipment Services is invoiced 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 Equipment delivery and 30"10 at Implementation, (c) Installation Services - 100% 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 Equipment 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 per Customer's individual site locations. Other Services
will be invoiced monthly for usage of Services unless otherwise provided in the Order. Customer shall pay the amounts agreed to and invoiced 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 shown on an Order, they are an estimate only and shipping charges Invoiced may vary from the estimate shown on the
Order.
2 of 9
CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION
BBMA Agreement No. FL03.F871-00
9.4 Risk of Loss or Damage for Equipment. All risk of loss or damage shall pass to Customer as to each item of Equipment on the date of
delivery to the installation site, except loss or damage caused by BellSouth.
9.5 Security Interest in Equipment - CUstomer grants BellSouth a purchase money security interest in each item of Equipment. Customer
agrees to execute any documents reasonably requested by BellSouth to protect and/or perfect BellSouth's security interest
9.6 Limited Warranties - (a) BeIlSouth warrants that at Implementation, and for the duration of the warranty period referred to below, each item
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, provided it is not damaged as set forth in Section 9.13 and is used according to standard operating
instructions issued by the manufacturer or BeIlSouth. Unless otherwise stated in the Order, the warranty period for Equipment installed by BeIlSouth
is twelve (12) months from Implementation. CERTAIN MISCELLANEOUS EQUIPMENT IS SOLD "AS IS" AND WILL CARRY NO WARRANTY
WHATSOEVER FROM BELLSOUTH. Any warranty service for "As Is" Equipment will be provided direcUy by the manufacturer of such Equipment.
Such Equipment shall be clearly Indicated on the applicable Order as Manufacturer's Direct Warranty Service ("MOWS"). BELLSOUTH OFFERS
NO MAINTENANCE SERVICE OR WARRANTY FOR THESE PRODUCTS. The warranty period will not be enlarged by BellSouth's repair or
replacement thereof.
(b) Data Equipment and Data Services Warranty Disclaimer - BELLSOUTH DOES NOT IMPLY OR EXPRESS ANY BELLSOUTH
WARRANTY WHATSOEVER FOR DATA EQUIPMENT OR SERVICES PROVIDED. Customer's sole warranty is from the manufacturer. If Data
Maintenance Service is not listed on an Order, any warranty claims that may arise are solely the responsibility of Customer to pursue with the
manufacturer.
(c) All warranties extend only to the original purchaser of the Equipment, identified as "Customer," and do not extend to any
subsequent purchaser, transferee, 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"): BellSouth agrees to provide, except for Data Equipment or as
otherwise set forth herein or in an Order, Warranty Service to keep the Equipment in, or to restore the Equipment to, good working order in
compliance with the manufacture specifications. If neither repair nor replacement are reasonably available to BellSouth, then BellSouth may elect
instead to retum the price paid to BeIlSouth for the purchased Equipment, or the one time fee paid for the licensed Software which is in either case
defective, as then depreciated based on Customer's depreciation schedule used for federal income tax reporting purposes. Warranty Service
includes preventive maintenance based upon the specific needs of individual items of Equipment and unscheduled, on-call remedial maintenance
during warranty coverage. Replacement or additional parts and Equipment may be either new or reconditioned and equivalent to new in
performance. The replaced items beCOO1e the property of BellSouth.
. . .0.. (b ) RespoilSe"Timcsrorruii..WaiiililtyService:"BeiiSouih"wiiiUsIHeasonabieceffOri~;"torespohd.ttfClJstbhiersreqlJestfofWattahtY ....
Service for a Major Failure within two (2) hours, twenty-four (24) hours a day, seven (7) days a week, from the time Bell South first receives
Customer's request. With respect to a Minor Failure, BeIlSouth will use reasonable efforts to respond to Customer's request for Warranty Service
during BeIlSouth's regular working hours, Monday through Friday, excluding holidays observed by BellSouth, within eight (8) business hours from
the time BeIlSouth first receives the Customer's request.
(c) Depot Warranty Service ("DWS"): BellSouth will replace defective Equipment on an exchange basis. CUstomer agrees to retum
defective Equipment to BellSouth for depot service within three (3) days after receipt of replacement Equipment from BellSouth. If BellSouth has not
received such defective Eqyipment within ten (10) days, Customer agrees to pay for the replacement items.
9.8 Installation of Equipment - (a) If ordered by Customer and agreed by BellSouth, BellSouth will provide Installation Services to install
the Equipment. Customer agrees to provide, in a timely manner, Customer design information and a suitable installation environment as
stated in any applicable BellSouth installation manual, or as otherwise specified by the manufacturer or BellSouth. BellSouth will make
reasonable efforts to meet the date for installation set forth on the Order, and will notify Customer as soon as practicable of any delay.
Customer agrees to notify BellSouth as soon as practicable If Customer requires postponement of any installation. If Customer or Equipment
specifications require non-standard wiring or other work, Customer will incur additional installation charges. Each item of Equipment
purchased under this Agreement will be installed as specified by BellSouth and the Equipment manufacturer. If the Equipment is not to be
installed by BellSouth, Customer warrants that all Equipment is to be installed by Customer's manufacturer certified employees at its premises
and is not for resale.
(b) If the 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 agreed Implementation date, BellSouth will have the following options: (i)
revise the price to reflect then current BellSouth pricing, (ii) require payment for Equipment delivered and Services performed to that time. or (i1i)
cancel the Order and collect reasonable termination charges (manufacturer'S restocking charges and other out of pocket costs. non-recoverable
materials and labor expended, plus lost margin).
9.9 Maintenance Service for Equipment - (a) If ordered by Customer and agreed by BellSouth, Maintenance Service coverage for Data
Equipment commences at Implementation and Maintenance Service for voice Equipment commences on expiration of warranty. The
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 Order,
Customer will provide an analog modem at each site for remote diagnostics and/or repair and a dedicated analog telephone line within fifteen
feet of the Equipment. Maintenance may be provided via repair, replacement, or upgrade of defective Equipment at BellSouth's option. If on-
site manufacturer service is required, it will be provided at BellSouth'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 reimburse BellSouth for any unpaid license fee if
payment is demanded by the manufacturer.
(b) Except for Data Equipment Maintenance Service or as specified 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 Service ("DMS"). If equipment is not under BeIlSouth
Warranty or Maintenance Service at the time Maintenance Service is ordered hereunder, or if additional items are added by Customer or a third
party, BellSouth will inspect the equipment and perform any necessary repairs at BellSouth's then current rates for mileage, labor, and materials.
30f 9
CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRllTEN PERMISSION
BBMA Agreement No. FL03.F871-o0
(c) Maintenance Service charges will be set forth in the applicable Order. Unless otherwise set forth in the Order, the Total
Maintenance Charge is an annual charge payable in monthly installmenls. If at any time additional Equipment is added to the original Equipment, a
new pro-rated charge, computed at BellSouth's then current rates, will be added to the Total Maintenance Charge to reflect the additional Equipment
being serviced. For multi-year Orders, the rates used to calculate the Maintenance Service Charge may be increased annually during the Term of
Maintenance Service by a percentage no greater than the percentage increase in the Consumer Price Index over the previous year. BellSouth may
adjust the monthly maintenance charge if the Equipment is moved to a different location. Customer's payment is due upon receipt of BellSouth's
invoice(s).
(d) For key system maintenance only, there is a minimum charge for seven stations at the agreed rate, even if the key system in
question contains fewer than seven stations.
9.10 Term of Maintenance Service for Equipment - (a) The term of the Maintenance Service, if Ordered, shall begin on either (i) the day
following the last day of the warranty period for the applicable Order, or (ii) for Equipment not covered by Warranty or Maintenance Service at the
time Maintenance Service is Ordered, the day following the completion of the necessary repairs as described in Section 9.9(b) above.
(b) THE INITIAL TERM FOR MAINTENANCE SERVICE SHALL BE ONE (1) YEAR UNLESS OTHERWISE STATED ON THE
ORDER. THE INITIAL TERM SHALL BE ALJTOMATICALL Y RENEWED FOR SUCCESSIVE TERMS OF ONE (1) YEAR EACH AT
BELLSOUTH'S THEN CURRENT RATES. EITHER PARTY MAY ELECT NOT TO RENEW MAINTENANCE SERVICE BY GIVING THE OTHER
PARTY WRITTEN NOTICE AT LEAST THIRTY (30) DAYS PRIOR TO THE END OF THE THEN CURRENT TERM.
9.11 Additional Equipment Services - (a) Equipment Drop Ship - For drop ship Orders, BellSouth will ship Equipment to the Customer's
spedfied and agreed location(s). BeIlSouth provides no assessment, systems design, staging, implementation, installation or project management
for drop ship Equipment.
(b) Assessment-If Assessment is listed in an Order, BellSouth will wor1<: with Customer's representative(s) in evaluating Customer
requirements for Equipment and Services, and render an evaluation report, delineating those requirements.
(c) Systems Design - If Systems Design is listed in an Order, BellSouth will wor1<: with local exchange and interexchange carriers
chosen by Customer in designing the necessary customer premise equipment elemenls (the "System Design") to provide communications between
the locations specified by Customer.
(d) Configuration, Staging and Implementation - If Configuration, Staging and Implementation are listed in an Order BellSouth will
assemble, configure and test the Equipment. BellSouth's technical staff adheres to the original equipment manufacturer's (OEM) recommendations
for configuration and installation. The Equipment will be delivered to the specified Customer location(s) and installed. BeIlSouth will also test each
~}I!l';E!rJl,~~il1g..lt>.pr~~ur~f11.EltJ1()(j~.li~t~.i.ll".tn~.9rQ~L.~E'lII~lJ.tJ1.~1I..p!~'!icl.e.tQ".glJ.~!9I1:!~[tnE'l.~!tE'lrl.!E'l!l"uJ!ll..gL~"IIJ~~.Il9S9!l.cllJ.9!~.~y."...
"BeIlSoutli. Upon suecessfuleompletioo ofteSting,BeIlSouth will notify Customer in writing and the Equipment and Services will be deemed
accepted. Additional testing outside that listed in the Order or at Customer's convenience or request will be performed at BeIlSouth's opllon and at
BellSouth's then-current rates.
(e) Project Management -If Project Management is listed in an Order, BellSouth will assign a qualified Project Manager to provide a
single point of contact and coordinate all activities to be delivered under the terms of that Order. BellSouth may replace the BellSouth Project
Manager at any time by written notice to Customer.
(f) Networ1<: Monitoring Services - Performance Advisor Plus -If Network Monitoring is listed in an Order, Bell South will provide
Customer. (i) Fault Monitoring with IP Ping and MIB polling; (ii) Monthly fault and performance reporting; (iii) Multi-Vendor trouble .
isolation/coordination; and (iv) Proactive performance monitoring. Customer will provide: (i) Networ1<: diagram and applicable circuit ID's; (ii)
Addressing and naming conventions; (iii) SNMP and TI read/write access; (iv) Analog modems at each site for remote diagnostics and/or repair; (v)
Dedicated analog telephone line, within fifteen feet of the installed router; (vi) Detailed contract information for all circuit and hardware maintenance
providers, including emergency access and after-hours contacts; (vii) Letter of Agency naming BellSouth for the purpose of opening and tracking
trouble tickels with respective suppliers; (viii) A 64K Frame Relay PVC with 16K CIR management link between Customer's host router and
BellSouth's monitoring facility in Atlanta, Georgia; and (ix) Additional requiremenls as agreed in a Scope of Wor1<:.
9.12 Equipment Key System Electrical Damage Repair 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 BELLSOUTH WILL EXTEND
MAINTENANCE TO COVER REPAIR OR REPLACEMENT OF ALL BELLSOUTH PROVIDED KEY SYSTEM AND KEY SYSTEM RELATED
EQUIPMENT COVERED HEREUNDER WHICH IS DAMAGED BY A LIGHTNING 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 situations involving damage to BellSouth provided key system or key system related Equipment due to lightning or power
surges, provided the Electrical Damage Repair Service has been invoked, Bell South's SOLE AND EXCLUSIVE LIABILITY will be repair or
replacement of the damaged Equipment with BellSouth provided Equipment. In no event will the cosls exceed the current mar1<:et value of the
damaged key system and key system related Equipment provided by BellSouth.
9.13 Warranty and Maintenance Service Exclusions for Equipment. BellSouth shall respond to any service call requested by Customer;
however, Customer acknowledges that Warranty and Maintenance Services do not cover damages to or failure of the Equipment or increases in
service time resulting from causes other than defects in or the normal wear and tear of the Equipment induding, but not limited to, misuse or
negligent operation of the Equipment, accident, theft, unexplained loss, lightning, electrical power surge, fire, flood, wind, acts of God, war, terrorism,
failure of Customer to maintain a proper operating environment, or repair, relocation or alteration of the Equipment by anyone other than BellSouth
or its designated agenls. Warranty and Maintenance Services do not cover any Customer provided cable or equipment unless stated on the Order.
Any site visits or repairs necessitated by any of these excepted causes made by BellSouth shall be at the sole expense of Customer, and Customer
agrees to bear the cost of all labor and materials at BellSouth's then current rates.
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CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION
BBMA Agreement No. FL03-F871.o0
9.14 Software License - (a) Software suppliers license Software on a nonexclusive basis to BeIlSouth, and BeIlSouth also develops Software
or has Software developed for it by third parties. All such Software is and will remain the property of BellSouth or its third party suppliers. BellSouth,
with respect to 8eIlSouth developed Software and to the extent authorized under the supplier licenses, grants to Customer a personal,
nontransferable and nonexclusive sublicense (without the right to further sublicense) to use the Software, subject to the following teffi1s and
conditions:
(b) Customer shall (i) use the Software only in conjunction with the particular Equipment for which the Software was initially
fumished; (ii) use the Software solely for Customer's internal business purposes; (ili) not reverse engineer, decompile, disassemble, reverse
translate or otherwise translate the Software into human readable fonn, nor reproduce the Software except for archival purposes: (iv) retum
the Software, together with all copies thereof, or with BellSouth's consent, destroy (or erase, if recorded on an erasable storage medium) the
Software when no longer needed or pennitted for use with the Equipment for which the Software was furnished; and (v) keep in confidence all
information relating to Software and treat such infoffi1ation as the exclusive property and trade secret of BellSouth or such suppliers.
(c) Notwithstanding the above, Customer may disclose 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 confidentiality contained in this Section 9.14.
(d) In addition to the above, where BeIlSouth's suppliers require Customer to sign or otherwise agree to separate licensing provisions
direcfty with the supplier, Customer shall comply with such licensing provisions.
10. Limitation and Disclaimer of Warranties. EXCEPT AS PROVIDED IN SECTION 9, NEITHER BELLSOUTH NOR ANY OF ITS
UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT THE
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 BUT
NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR OTHERWISE, OTHER THAN THOSE WARRANTIES (IF ANY) THAT ARE IMPLIED BY AND INCAPABLE OF EXCLUSION,
RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT, ALL SUCH WARRANTIES BEING
EXPRESSLY DISCLAIMED.
11. Remedies and Damages LImitations - The following limitations of liability represent a material inducement to the Parties to enter into this
Agreement and to perfonn Orders at the stated price. If additional risks or undertakings were contemplated by BellSouth, they would have been
reflected in an increased price. In contemplation of the price, Customer acknowledges that there is consideration for the limitation of damages and
remedies set forth above and as follows:
.... .... JJJ J?E1I1~.Q!!.!!:Ll}lI~I!!tQt~.[~RQIl!?JQ!!lfQL.~DYJ'!~.E1..Qtltl~.~glYi.~~QJ:!;gh!iQmE1JltQ~g.h!.~!Qm!lr,...i~!AyIt!Q!i?:~..h!~.l:lfl'!...QLiiln~J!:liLqpiilr:!Y.....WiItlS:tYI....
limiting the generality of the foregoing, BellSOlIth shall not be liable to Customer or any of Customer's users for any lost profits or other consequential
damages, even if BellSouth has been advised of the possibility of such damages; any claim or other action against Customer by any third party
(except as set forth in the section below on infringement); any act or omission of any other entity fumishing products and services that are used by
Customer in connection with the Services or Equipment or for failure of any products or services provided by Customer; or any damages or losses
caused by the fault or negligence of Customer or Customer's failure to perfonn 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 TOLL FRAUD SUFFERED BY THE CUSTOMER OR ANY OTHER PARTY AS A
RESULT OF THIS AGREEMENT OR BELLSOUTH'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT,
REGARDLESS OF WHETHER OR NOT BELLSOUTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER
EXPRESSLY ACKNOWLEDGES THAT THE PROVISIONS OF THIS 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, EXCEPT FOR ITS SUBCONTRACTORS IN
CONNECTION WITH THE SERVICE OR EQUIPMENT.
11.3 In the event that a court should hold that the limitations of liabilities or remedies available as set forth in these Teffi1s, or any portions
thereof, are unenforceable for any reason, or that any of Customer's remedies under these Teons fail of their essential purpose, Customer expressly
agrees that under no circumstances shall BeIlSouth's total liability to Customer or any party claiming by, through or under Customer for any cause
whatsoever, and regardless of the fonn of action, whether in contract or in tort, including negligence, in the aggregate, exceed the amount of charges
paid by Customer for use of the Services or Equipment during the twelve-month period preceding the date such claim first arose.
11.4 Customer's sole remedy for any failure or non-perfonnance of the Services (induding any associated Equipment, Software or other
materials supplied in connection with the Services) shall be (a) for BellSouth to use commercially reasonable efforts to effectuate an adjustment or
repair of the Services or Equipment and, in the event such failure or non-perfoffi1ance results in Service or Equipment downtime that exceeds the
period of time specified in the applicable service level agreement 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 failure or non-perfonnance results in
Service or Equipment downtime or degradation so substantial as to render the Service essentially unavailable to or unusable by Customer for
nOffi1al use, to teffi1lnate the Services or Equipment for default by BellSouth in the manner provided in these tenns. Unless specified to the contrary
in any applicable service level agreement portion of any applicable Order or Service Description. the maximum credit for service downtime or other
failure shall not exceed the total monthly bill to the Customer for the Services or Equipment for the month in which such downtime or failure occurs.
12. Tennination and Default.
12.1 BellSouth may, at its sole discretion, leffi1inate any Customer Order and discontinue Customer's access to and use of the Services, if (a)
Customer fails to pay any amount within 10 days after written notice that the same is delinquent; or (b) Customer breaches any of the material leffi1S,
conditions, obligations, or representations contained in these T eons, except for applicable Acceptable Use Policies, and does not cure such breach
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CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION
BBMA Agreement No. FL03.F871..()O
within thirty (30) days of notice of such breach; or (c) Customer becomes the subject of a voluntary or involuntary bankruptcy, insolvency,
reorganization, or liquidation proceeding, makes an assignment for the benefit of creditors, or admits in writing its inability to pay debts when due, or
(d) Customer's equipment or use of the Services interferes with the Services or any other user. Although BellSouth reserves the right to immediately
suspend or tennlnate Service in the event of repeated or flagrant violations of its Acceptable Use Policy, incorporated herein by reference,
BellSouth's preferred course of action under this Section 12.1 (d), is to allow Customer an opportunity to cease such interference before Service
lennination occurs. In addition, if BellSouth reasonably detennines that the continuation of the Services has become impractical or unfeasible for
any technical. legal, or regUlatory reason, BellSouth may tenninate the Services with at least thirty (30) days prior notice if reasonably practical.
12.2 If Customer has elected a minimum tenn for the Services and then cancels its Services or any portion thereof, or has its SerVices or any
portion thereof tennlnated as provided above, prior to the expiration of such minimum tenn, Customer shall be obligated to pay BellSouth a
termination charge equal to the amount (if any) specified in the applicable Order; otherwise the termination charge shall be equal to 100% of the total
monthly charges (other than variable usage charges) that would have become due for the remainder of the scheduled minimum tenn if such
cancellation had not occurred. Such tennination charge shall be paid to BellSouth within thirty (30) days after such cancellation by Customer.
12.3 If BellSouth breaches any of these material Tenns and fails to cure such breach within thirty (30) days after written notice of such breach,
Customer may (as its sole remedy except for any credits that may be payable for downtime as provided elsewhere herein) terminate irs the affected
Services by written notice to BellSouth, without obligation for any eariy termination charges otherwise payable hereunder.
13. Force Majeure - 8eIlSouth shall not be responsible for any delay or failure in delivery or perfonnance of any of its duties hereunder due to acts
of God, acts or omissions of any network provider or any other occurrence commonly known as force majeure, including weather, war, riots, acts of
terrorism, embargoes, strikes, or other concerted acts of workers, casualties or accidents, or any other causes or circumstances whether of a similar
or dissimilar nature to the foregoing that prevent or hinder the delivery of the Services. BellSouth may cancel or delay performance hereunder for so
long as such perfonnance is delayed by such occurrence or occurrences, and in such event BellSouth shall have no liability to Customer.
14. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given if delivered personally or by courier
service, faxed or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Parties at the addresses set forth below. All
notices under this Agreement that are addressed as provided herein will be deemed given (a) upon delivery, if delivered personally or by courier
service, (b) when confirmed, if delivered by facsimile, and (c) on the fifth (5th) business day after the day il is deposited in a regular depository of the
United States mail, if delivered by mail in the manner described above. Either Party may change its address or respective contact for notification
purposes by giving notice to the other of the new address or designee and the date upon which such change will become effective.
BellSouth Customer
" BeiiSouth"BusinessSystems;ine;"..c
Attn: Director of Contract Management
2180 Lake Blvd., 7th Floor
Atlanta, GA 30319
.MOnroeCounty
1200 Truman Avenue
Key West, FL 33040
15. Confidential Information -
15.1 Except as set forth in this Section, or as otherwise expressly provided in this Agreement, each Party agrees that (a) all information
communicated to it by the other and identified and marked as "confidential," whether before or after the date hereof, (b) all infonnation identified as
confidential to which it has access in connection with the Services and Equipment, and (c) this Agreement and the Parties' 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 own confidential information, but in no event less than
reaSonable means, to prevent the disclosure and protect the confidentiality of Confidential Information. No Confidential Information will be disclosed
by the recipient Party without the prior written consent of the disclosing Party; provided, however, that each Party may disclose this Agreement and
any disclosing Party's Confidential Information to those who are employed or engaged by the recipient Party, its agents or those of its affiliates who
have a need to have access to such infonnation in connection with their employment or engagement, provided the recipient Party notifies such
persons of the obligations set forth in this Section and such persons agree to abide by such obligations.
15.2 The obligations set forth in subsection 15.1 above will not prevent any Party from disclosing information that belongs to such Party or (a) is
already known by the recipient Party without an obligation of confidentiality other than under this Agreement, (b) is publicly known or becomes
publicly known through no unauthorized act of the redpient Party, (c) is rightfully received from a third party, (d) is independenUy developed without
use of the disclosing Party's Confidential Information or (e) is disclosed without similar restrictions to a third party by the Party owning1he
Confidentiallnfonnation. If Confidential Information is required to be disclosed pursuant to law, regulation, tariff or a requirement of a govemmental
authority, or in connection with an arbitration or mediation, sudl Confidential Information may be disclosed pursuant to such requirement so long as
the Party required to disclose the Confidentiallnfonnation, to the extent possible, provides the disclosing Party with timely prior notice of such
requirement and coordinates with the disclosing Party in an effort to limit the nature and scope of such required disclosure. Upon written request at
the expiration or tennination of an Attachment or Order, all documented Confidential Information (and all copies thereof) owned by the requesting
Party (if previously received by the terminating Party) will be retumed to the requesting Party or will be destroyed, with written certification thereof
being given to the requesting Party. The prOvisions of this Section will survive the expiration or tennination of any Order, Attachment and this
Agreement for any reason.
15.3 Confidential Information will not include any feedback, data, answers, questions, comments, suggestions, ideas or the like, that Customer
sends to any BellSouth Company or to BBS relating to the Services or Equipment, unless Customer identifies it as Confidential Information.
BellSouth and BBS assume no obligation to protect such infonnation from disclosure and will be free to reproduce, use, and distribute the
information to others without restriction. BellSouth and BBS will also be free to use any ideas, concepts, know-how or techniques contained in such
infonnation or developed by them, for any purpose whatsoever including but not limited to developing, manufacturing and marketing Services and
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CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION
BBMA Agreement No. FL03.F871-00
Equipment incorporating such information. Nothing oontainedin this Section restricts the right and ability of 88S and 8ellSouth to use information
concerning the execution of this Agreement and the provision of the Services and Equipment to Customer in intemal publications.
15.4 Notwithstanding the foregoing, the County and BellSouth shall allow and permit reasonable access to, and inspection of, all documents,
papers, letters or other materials in its possession or under 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 the County shall have the right to unilaterally cancel this Agreement
upon violation of this provision by BellSouth.
16. Trade Name, Trademarks and Service Mar1ts, Patents and Copyrlghts-
16.1 Neither Party is authorized to and will not use any name or mark of the other Party in any advertising, publicity or in any other commercial
manner without the prior written consent of the other Party.
16.2 Customer may use, copy and distribute the materials relating to the Services for intemal, noncommercial, informational purposes only.
Except as authorized in this paragraph, Customer is not being granted a license under any copyright, trademark, patent or other intellectual property
right in the material or the products, services, processes or technology described therein. BellSouth, its affiliates 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 documentation provided in connection with
the Services. Customer may make copies of such documer:Jtation solely for use in connection with its authorized use of the Services, and all such
copies shall indude all copyright, trademark and other proprietary notices appearing in the original documentation. Upon the termination of the
Services to Customer, Customer shall retum all copies of the documentation to BellSouth or certify destruction of such documentation.
16.3 All trademarK, product and service marks contained on or associated with the Services and Equipment that are not BellSouth Company
marks are the trademarKs of their respective owners. References to any names, marks, products, services or equipment of third parties do not
necessarily constiMe or imply BBS's or BeIlSouth's endorsement, sponsorship or recommendation of the third party, information, product or service.
16.4 Neither party will make any media release or other public announcement relating or referring to the Agreement without the prior written
consent of the other Party.
17. Indemnity-
17.1 If any Equipment, Services or Software furnished under this Agreement (other than Equipment or Software provided "As Is")
infringes any United States patent, trademark, copyright, or trade secret and a claim or suit is brought against Customer on that account,
. .E3~II~oclJm...li.gr~~~JQc1~feD<:l.Qt~~t!I~.!lnY~lJgh...c::I~l.m.1K.~.\!.~..~tE3~jJ~9I,1Jh'~~)(R!!I1.~!!c.....E3filILl?QlJth'MJI.. ~L~(J.p~y. ~1]cc15!m~g!'ll!J~n<:l.Q(J~~tI1c5!t!?yJir:Jlil
judgment are assessedagainsfCustomerdue to such infringement. . cc . . .n n . ---.. - . _n._ ... _un -. - .. -. --- - - -. . - --
17.2 BellSouth's obligation as set forth in this Section is expressly conditioned upon the following: (a) that BellSouth shall be notified promptly
in writing by Customer of any daim or suit of which Customer is aware; (b) that BellSouth shall have sole control of the defense or settlement of any
claim or suit; (c) that CUstomer shall cooperate with BellSouth in all reasonable ways to facilitate the settlement or defense of any daim or suit; and
(d) that the daim or suit does not arise from Customer modifications, or from combinations of Equipment, Software or Services provided by
BellSouth with equipment, software or services provided by Customer or others, or from Customer's use of Equipment, Software or Services other
than in accordance with the applicable manufacturer's specifications.
17.3 If any Equipment, Software or Services becomes, or in BellSouth's opinion, is likely to become the subject of a daim of infringement,
BeIlSouth will, at its option: (a) procure for Customer the right to continue using the applicable Equipment, Software or Services; (b) replace the
Equipment, Software or Services with a non-infringing Equipment, Software or Services substantially complying with the specifications of the
Equipment, Software or Services; or (c) modify such Equipment, Software or Services so it becomes non-infringing and performs in a substantially
similar manner to the original Equipment, Software or Services.
17.4 If options 17.3(a), (b) or (c) above are not reasonably available to BellSouth, then BellSouth may elect instead to return 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 any
period after BellSouth direcls Customer to cease such use, which is in either case the subject or potential subject of an infringement claim, as then
depreciated based on Customer's depreciation schedule used for federal income tax reporting purposes.
17.5 Customer will indemnify and save BellSouth harmless from and against all loss, liability, damage, and expense, induding all reasonable
counsel fees, due to claims for infringement of United States patents, copyright, 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 connection with the Services or Equipment, of
equipment, software or information not provided by BellSouth, or otherwise relating to or arising out of Customer's use of the Services or Equipment
18. Dlsputes-
18.1 County and BellSouth agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between
representatives of each of the Parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues
shall be discussed at a pUblic meeting of the Board of County Commissioners. 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 provided by this Agreement or by Florida law.
18.2 The County and BellSouth agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any
of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding.
18.31n the event any administrative or legal proceeding is instituted against either Party relating to the formation, execution. performance. or
breach of this Agreement, County and BellSouth agree to participate, to the extent reasonably required by the other Party, in all proceedings,
hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the Services under this Agreement
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CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION
BBMA Agreement No. FL03.F871-o0
County and BellSouth specifically agree that no Party to this Agreement shall be required to enter into any arbitration proceedings related to this
Agreement.
18.4 The County and BellSouth agree that in the event any cause of action or administrative proceeding is initiated or defended by any Party
relative to the enforcement or interpretation of this Agreement, the prevailing Party shall be entitled to reasonable attorney fees and court costs as an
award against the non-prevailing Party, and shall include reasonable attomey fees and courts costs in appellate proceedings. Mediation
proceedings initiated and conducted pursuant to this Agreement shall be in accordance with 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, duties, or obligatlons with
respect to the Services without the other Party's written consent, which consent shall not be unreasonably withheld or delayed. Any attempted
assignment or transfer without the written consent of the relevant Party shall be void. Notwithstanding the foregoing, BellSouth may assign,
delegate or otherwise transfer its rights or obligations hereunder, in whole or in part, at any time to any entity owned in whole or in part by
BellSouth Corporation or by one or more of its direct or indirect subsidiaries, or subcontract the performance of any of its obligations under
this Agreement.
19.2 No action, regardless of form, arising out of the Agreement may be brought by either party more than one year after the cause of
action has arisen.
19.3 These terms and the Services and Equipment shall be governed by the laws of the State of Florida applicable to contracts made
and to be performed in the state, without regard to its conflicts of laws provisions. In the event that any cause of action or administrative
proceeding is instituted for the enforcement or interpretation of this Agreement, the County and BellSouth agree that to the extent allowed by law,
venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida.
19.4 If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be
declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions
of this Agreement. shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid
and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and BellSouth agree to
negotiate in faith in an effort to replace any stricken provision with a valid provision that comes as close as possible to the intent of the
stricken
19.5 No failure on the part of either Party to exercise any right or remedy arising directly or indirectly under this Agreement will operate as
a waiver of any right or remedy it may have, nor will an exercise of any right or remedy by either Party preclude any right or remedy otherwise
available to such Party.
19.6 The headings used in this Agreement are for convenience only and do not affect the meaning or interpretation of this Agreement.
19.7 The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and BeIlSouth and
their respective legal representatives, successors, and assigns. Except as otherwise specifically stated in this Agreement, the provisions of this
Agreement are for the benefit of the Parties hereto and not for any other person. No person or entity shall be entitled to rely upon the terms, or
any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program
contemplated hereunder, and the County and BellSouth agree that neither the County nor BellSouth or any agent, officer, or employee of either 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 pertinent to performance under this Agreement in accordance with
generally accepted accounting principles consistently applied. Each Party to this Agreement or their authorized representatives shall have
reasonable and timely access to the billing records of each other Party to this Agreement for public records purposes during the term of the
Agreement and for four years following the termination of this Agreement. Should an audit exception identify an overpayment, County and BeIlSouth
agree that the amount of payment shall be repaid or credited to County's account.
19.9 County and BellSoulh covenant that neither presenUy has any interest that would conflict in any manner or degree with its performance
under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement.
19.10 BellSouth agrees to execute such documents as the County may reasonably require, and which are applicable to BeIlSouth, 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 deemed to be a covenant or agreement of any member, officer, agent or employee
of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this
Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement
20. Non-DiscrImination - County and BellSouth agree that there will be no unlawful discrimination against any person in the perfonnance of this
Agreement. and it is expressly understood that upon a determination by a court of competent jurisdiction that such unlawful discrimination has
occurred, the County may terminate the affected Services effective the date of the court order. County or BeIlSouth agrees to comply with all
Federal and Florida statutes, and all local ordinances. as applicable, relating to nondiscrimination. These include but are not limited to: 1) TiUe VII of
the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the
Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of
8 of 9
CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION
BBMA Agreement No. FL03-F871.oo
1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Public Health Service Act of 1912, ss. 523 and
527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 6) Titie VIII of the Civil
Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 7) The Americans with
Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; and 8)
Any other nondiscrimination provisions in any Federal or state statutes which apply to the Parties to, or the subject matter of, this Agreement.
21. Code of Ethics - County agrees that officers and employees of the County recognize and will be reqUired to comply with the standards of
conduct for public officers and employees as delineated in Section 112.313, Florida StaMas, regarding, but not limited to, solicitation or acceptance
of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship;
and disclosure or use of certain information.
22. No Solicitation/Payment - The County and Bell South warrant that, in respect to itself, it has neither employed nor retained any company or
person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other
consideration contingent upon or resUlting from the award or making of this Agreement. For the breach or violation of the provision, BellSouth
agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise
recover, the full amount of such fee, commission, percentage, gift, or consideration.
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 BellSouth is subject to BellSouth credit and
other approvals. This Agreement is not binding upon BellSouth until executed by an authorized employee, 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 Agreement may not be modified, amended, or superseded other than by a written instrument executed by
both parties. The undersigned warrant and represent that they have the authority to bind Customer an IJII uth to this
Agreement.
I
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MS,INC.
:~STO~nty(~.
. . .. .-(Si~toret.. .- -.- ~_.. ...
By: Murray E. Nelson, Mayor
(Printed Name and Title)
Date: June 16, 2004
By:
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~ ft:nt;d Name and Title)
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CONFIDENTIAUPROPRIET ARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION
Monroe County
Description
BeIlSouth Primary Rate ISDN (FL)
Exchange: KEYS (Rate Group 5)
Payment Term: 49 to 72 Months
Serving Arrangement: Remote Central Office
Rate Plan: Flat Rate
Access Line
Interface - Voice/Data (Standard)
B-Channels - Voice/Data (Standard)
D-Channels - Voice/Data (Standard)
Telephone Numbers for Voice/Data and Digital Data
Inward/2-way
ISDN Permanent Serving Arrangement
End UserConnnon Line (EUCL)
Telecomnumications Relay Service
Excess Line Port Charge - PRI
Federal Universal Service Charge - PRI
Circuit Location #1
Quantity
Installation
Monthly
1 $875.00 $120.00
1 $110.00 $340.00
23 $115.00 $948.75
1 $0.00 $0.00
100 $0.00 $20.00
1 $0.00 $0.00
5 $0.00 $33.80
5 $0.00 $0.75
1 $0.00 $14.00
1 $0.00 $5.15
Serving CO: KYLRFLMARSO (305/852) - Bel/South Telecomm, Inc. _ FL
Remote Central Office: HMSTFLHMDSO (305/242-0000)
*Rates quotedfor this product are based on Tariff Sections A 42.3 (GSST),
4.7 (FCC 1).
Cus tom Entry (FL)
Description: PRI Advantage Promotion
*The Custom Entry portion of this quote has been manually entered and
is subject to verification
Waive Ins tallation and $12.00 per B-Channel
($1,100.00)
($672.75)
Total Installation $0.00
Total Monthly $809.70
J
BellSouth Primary Rate ISDN (FL)
CKL # 1 88800 Overseas Hwy.
88800 Overseas Hwy.
Plantation Key, FL 33070
Lisa Druckemiller (305) 295-5100
Custom Entry (FL)
Prepared By Juan Montes (305) 569-7327
Quote Nunber BBS041201094043
This Quole is valid 30 days rom)asl revision dale}2/01/2004 Federal, Slate and Local lax not included. @ BE&I.SOUTH*
The information contained in this proposal is proprietary to BellSouth and is offered solely for the pUrpOSE
of evaJuation. I t may not be disclosed to third parties without prior written permission from BellSouth. Thi!
quote is subject to the availability of the selV ices set forth above.
Created by QuoteExpert
Page: 1
Printed: 12/01/2004
DE~-Ol-lO~~(iH~) l~:Ol BEll~OUiH ~U~I~E~~
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12JD1/2(]04
MASTER Order Attachment for TarIffed ServIce
This Ordur Attachment Is Mado Pursuant to the MASTER No. FLD3.FB71-UD
Paga1af1
Tariff SeNres Nama: PRIMARY RATE ISDN
Tariff Reference: A42.3
TarIff Type: Goneral Subscriber SOl"lllcos
Product Term: 49 monlh(sJ
Customer Desired SONlco Date: 12/20/04
Estimated ServIce Intorval:
CMstamer BllllnC'J Informi.1tlon
Nama: Monroe County
Address: 1200 Truman Avenue
City: Key Wesl
Cantact Usa Druckemiller
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Stato: Florida
Phone: (305) 295-5100
Zip: 33040
Fax: (305)295.5105
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Non.Recurrlng Recurring
Rate Rato
usoe
500 tarIff reference A42.3 from General Subscriber Servlc:eG.
Olhor Torms and Conditions:
This Order AUachmenlto FL03.F871.00 requests an addilional PRI at BS800 Oversoas Hwy. using the exisllng PRJ
Advantage Promollon. Contract term = 49 months.
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ZAN E A N
,_ '/IsNl'Cg~TTORNEY
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This system contain!; CPNI. which may nClI be ll11ed oul5ldo Of a ~lItDmll"s lIx1sLilg tllle~mmunrcaUOI'lS service relallanahlp. wilhout expmss ClJslomer
lIpprovDI. Proprietary. NoI (or dledcsure outsldo BoJISol.llh eJCccpl by ....rltlcm IlgreemenL
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
June 23, 2004
TO:
Lisa Druckemiller
Technical Services
Pamela G. Hancocv1Jv
Deputy Clerk LY
FROM:
At the June 16, 2004, Board of County Commissioner's meeting the Board granted
approval and authorized execution of the following:
BellSouth Business Master Agreement No. FL03-F871-00 and BellSouth Business
Master Agreement for Regulated Services and Volume & Term Agreement No. FL03-F871-1O
between Monroe County and BellSouth Business Systems, Inc. This will be the main service
Agreement.
Contract Service Arrangement Agreement, Case No. FL04-2603-03 between Monroe
.Gounty...andBel1South"CTelecormnunications,~Inc:fot2megaiJiiKcT.l.isfOftie"lineslo.Maratlioii~ana"...
Plantation phone systems.
Contract Service Arrangement Agreement, Case No. FL04-0156-03 between Monroe
County and BellSouth Telecommunications, Inc. for point to point megalinks.
lIMaster Order Attachment for Tariffed Service between Monroe County and BellSouth
Telecommunications, Inc. for Frame relay service.
Enclosed is a duplicate original of each of the above-mentioned for your handling. Should
you have any questions please do not hesitate to contact this office.
cc: County Administrator wlo documents
County Attorney
Financ;c
File ./
BBMA Agreement No. FL03-F871-00
BELLSOUTH BUSINESSsMMASTER AGREEMENT
1. This BeIlSouth BuslnessSM1 Master Agreement ("Master Agreement") is made by BellSouth Business Systems, Inc. ("BBS") on behalf
of the BelISouth Companles2 ("BeIISouth"), and Monroe County ("Customer") and will govem all Orders for Equipment and/or Services, with the
exception of Regulated Services which shall be govemed by the tenns of this Master Agreement and the Regulated Services Attachment.
2. BeIlSouth Company Obligations - The Parties agree that each BellSouth Company is responsible only for the provision of those Services
and Equipment provided by that BellSouth Company under the tenns and conditions specifically identified in this Agreement and in the Order or
Attachments (and any supplements thereto) applicable to such BellSouth Company, that the duties and responsibilities of each BellSouth Company
are several, and that the Order or Attachment under which a BeUSouth Company provides Equipment and Services is not affected by the terms and
conditions contained in any other Order or Attachment to this Agreement.
3. Term of Agreemenlt - The tenn of this Agreement commences on the date on which the Agreement is executed by BBS on behalf of the
BellSouth Companies ("E1'fective Date"). The tenn for any Service or product are set forth in the applicable Order or Attachment. If no tenn is
specified in such Order or Attachment, Services will be provided on a month-tCHTIonth basis at the then prevailing month-tCHTIonth rates for Services
until either Party gives the other at least thirty (30) days written notice of tennination of Services.
4. Definitions.
4.1 "Data Equipment and Data Services" - the Equipment (including without limitation hubs, routers and remote access devices) that
provides connectivity for local area data and/or VOIP networks or to implement wide area networking; and the Services (including without
iimitation the assessment, design, configuration, staging, implementation, project management, monitoring and maintenance of such
networks) provided by BI~IISouth under this Agreement as listed in an Order.
4.2 "Equipmenr - all communications and infonnation systems products purchased from or serviced by BellSouth under an Order, including
Data Equipment unless otherwise noted. Equipment also includes Software, as further defined below.
4.3 "Implementation" - (a) for Equipment installed by BellSouth, the date the Equipment has been 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 Equipment that substantially interferes with the normal conduct of Customer's business.
4.5 "Minor Failure" - any failure of Equipment other than a Major Failure.
-4.6c""-"~IOrde~",-->..~-c-an~l-reque$tfcr,,Equ!pment-and!cr-Sep.~sP'-s"p!aced"by"Gustom€r,purnuant~to"th!s.,Agreem8nt~0r~an---Ar~chment"a~-d-aooepted'by'
BellSouth.
4.7 "Regulated Services" - regulated telecommunications services.
4.8 "Services" - work perfonned by BellSouth pursuant to this Agreement, including but not limited to the following: (a) Warranty and
Maintenance Services, (b) Installation Services, (c) Elecbical Damage Repair Service, (d) Data Services, (e) various forms of dial-up and/or
dedicated Intemet protocc~ routing, (f) tenninal server services, (g) Intemet access, (h) gateway, (i) network consulting, design, monitoring,
management and maintenance, 0> web site design, (k) development and hosting, (I) managed equipment services, (m) managed network and
security services, (n) e-business Center services, (o) Regulated Services, and (p) other communications-related 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 severally owned by or licensed to BellSouth and/or anyone or more of its suppliers. The term Software shall also
include any corrections, patches, updates, or revisions to Software originally provided.
5. Prices And Payment.-
5.1 Prices, fees, charges, or rates will be as set forth in the Order, Statement of Work, or in BellSouth Company rate schedules or pricing
guides in effect from time to time, copies of which shall be provided to Customer. For Regulated Services, the prices, charges and rates shall be as
set forth in the Regulated Services Attachment and all documents attached thereto. Except as provided below, Customer will be Invoiced monthly for
all Services with the exception of Regulated Services. If Customer is not in Default, Customer may request in writing changes to Customer's
configurations of Services hereunder at prevailing market rates, which may result in an adjustment to the total price or schedule or other tenns of the
existing Order, or an application of a reasonable restock charge for any deleted items.
5.2. If any payment due hereunder is not made by the due date, any late paymenVinterest charges will be computed in at one and one-
half percent (1 Y2%) per month, or the highest amount pennitted by law, whichever is less. Late payment charges for Regulated Services will
be charged in accordance with the applicable tariff or Contract Service Arrangement ("CSA"). In the event of a good faith dispute between
Customer and BellSouth as to the correctness of items appearing on BellSouth's invoice to Customer, Customer may withhold payment of the
disputed items only.
6. Taxes - Unless otherwise provided in an Attachment, all charges are exclusive of applicable federal, state or local taxes, and fees. BellSouth
may invoice and Customer agrees to pay to BellSouth amounts equal to any taxes resulting from this Agreement or any activities hereunder,
including any and all sales and use taxes, duties, or levies imposed by any authority, govemment, or govemment agency, exclusive of taxes on
BellSouth's net income. Customer will be responsible for any ad valorem, property, or other taxes assessable on Equipment on or after delivery to
the installation site.
1 BellSouth Business is a service mark of BellSouth Intellectual Property Corporation
2 BellSouth BSE, Inc., BellSouth Communication Systems, LLC, BellSouth Long Distance, Inc., BellSouth MNS, Inc., BellSouth
Telecommunications, Inc.
10f 9
CONFIDENTIAUPROPRIETARY - NOT FOR DISCLOSURE OUTSIDE BELLSOUTH WITHOUT WRITTEN PERMISSION
ClIft 01 De
CirculClun
Danny L. Kolhage
Office (306) 292-3074 Fax (305) 295-3667
Memnrandmn
1b:
LisJDruckRmi11er,
Te/irornm1JniaJtion$ Spria1ist
Date:
Isabel C. DeSantis, Deputy Clerk ~
Thursday, March 03, 2005
From:
At the Regular BOCC meeting of February 16, 2005, the Board approved the
following:
Addinga~~tl1~;p:Ri(PrimaryRatelnieffaceJToeXistinifBellSomhContfact...."
#BBMA Agreement No. FL03-F871-00. This is to provide additional central office
trunking to the Plantation Key Government Center. This is for the new Roth Building
(Public Defender, Clerk of Court, Sheriff and additional service to existing system). This
service will be split with the Monroe County Sheriff Department. This contract is for 3
years and 2 months.
Upgrading service on existing frame relay contract. All frame relay with a speed of
128kbps-(Fractional T-l) to be upgraded to a speed of 1.536 mbps (Full T -1). BellSouth
Contract #BBMA Agreement No. FL03-F871-00. This contract is for 3 years with no
additional price increase.
Installation of an Auto Attendant to the Monroe County Switchboard. This will
help in routing of calls to the appropriate departments and alleviate the load of calls to the
Switchboard operators
Enclosed please find a duplicate original of the subject document for your
handling. Should you have any questions concerning the above, please do not hesitate
to contact this office.
Copies: Finance
County Attorney
File ./