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Home My WebLink AboutCity of Tamarac Resolution R-96-241Temp Reso #7580 October 3, 1996 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R•96- r2'// A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA; AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE A MAINTENANCE AGREEMENT WITH BELLSOUTH COMMUNICATION SYSTEMS, PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, BellSouth provides service on the City's telephone equipment at six (6) different locations; and WHEREAS, each City location has a separate maintenance agreement expiring at different times; and WHEREAS, BellSouth agreed to consolidate all maintenance agreements into one master agreement attached as Exhibit A; and WHEREAS, it is the recommendation of the Director of Management Information Services that the existing maintenance agreements with BellSouth be consolidated into one master agreement with one expiration date. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: Section 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this resolution. Section 2: The appropriate City officials are hereby authorized to execute the maintenance agreement with BellSouth attached hereto as Exhibit A. Section 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. 1 1 r Temp Reso #7580 October 3, 1996 Page 2 Se ion 4 : If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or in application, or shall not affect the validity of the remaining portion or applications of this Resolution. Section 5: This Resolution shall become effective immediately upon its adoption. PASSED, ADOPTED AND APPROVED this 23 day of J(b6 - 1996. ATTEST: CAROL A. EVANS CITY CLERK I HEREBY CERTIFY that I have appAwed this RESOLUTIO s to CITY ATTO *N-ORMAN ABRAMOWITZ MAYOR RECORD OF COMAROSION VOTE I EXHIBIT "Alf Temp 'Reso (J MASTER AGREEMENT FOR EQUIPMENT BellSouth PURCHASE AND/OR MAINTENANCE SER' @ Communication Systems CPE 57041 AeaIU1JWTHCereaaer Agreement No.; This ArVem" (-A9mement7 ill made by BellSouth Communication Systems. Inc. ("BallSoultil with Its principal place of business at 1M Blue Huila Drive, Roanoke, Virginia, 2 and ("Customer-) for the purchase of Equipment and Services, as definer 1. Meaner Agreement - Customer and BellSouth have entered into this Agreement to establish mutually agreeable terms and oondations Which will govern all Orders (existing C for Equipment and/or Service$ as defined herein. Upon any termination of this Agreement, all obligations of the pathos, including maintenance commitments, shall continue with to Orders accepted by BellSouth prior to termination, R. Deenhil - . (a) '+Cutovsr is conned as the data on which the Equiprtent has usen installed and is operating substantlalry In accordance with the manufacturers specifications. (b) -Equipment` Is defined as an telecommunications and Information System$ products purchased from or serviced by BellSouth pursuant to an Order, Equipment shall 818( Software. as defined in 2 (a), (c) 'Order Is defined all any request for Equipment and/or Services placed by Customer pursuant to MIS Agreement, as more fully described in Section 3, (d) -Services" in defined as work perfortned by BellSouth pursuant to INS Agreement including but not llrnited to the following: (i) Warranty and Maintenance Sorvfces, (II) In Services, andror (III) Electrical Damage Repair Service. (a)-ou"Is" Is defined as any set of one or more computer programs which Is composed of routines, subroutines, concepts, processes, agiod", form des, Ideas, Of I, "voriny owned by or licentled to BellSouth ardror any one or more of its suppliers, rogarWaas of the particular delivery medium In or on which such Intangible ass" licensr this A¢eemsrrt may be ambedled. The term software shah also Include any corrections,'pakhes% updates, or revision$ to Software originally provided. (1) 'Major Failure' is defined as the tailure Of a Voice Equipment console, 25%of Incoming or outgoing telephone serWCs, or 25%of station-lo-fnatlon service within Custom tam. (g) -Minor Failure' IS defined as sm, failure of voice Equipment Other than a Major Failure. 3. Orders - Customer may place Orders for Equipment and/or Services pursuant to this Agreement by any Of the followkhg methods: (I) BellSouth order form. (it) telephone BellSouth. not to exceed flea thousand duffers ($5.000) or (Ili) Customer purchase order or later of purchase request. Each Order, if confirmed or accepted in writing by 891130 constitute a separate agreement and, except for any Provisional herein which are specifically excluded or modified in the Order, each Order shall incorporator theroin all the if eordlsore at this Agreertem, and any and an preprinted terms and conditions on any Customer order forms or other Customer documents shall be deemed deleted. Arty Ordt by lelaphorw, customer purchase order, or leper of purchase request may be oonfirmed In writing by BellSouth on a BellSouth Order confirmation form. Such confirmation doomed correct unless BellSouth receives written notice to the contrary within tan (10) days of the data of the confimation. If Customer deelres BexSouth invoices to r Cuaoomel s own purchase order number, Customer must include the relevant purchase order number In each Order. L PrkM Arid Payment - The teal price for the Equipment and Services shall be stated In the appliatio Omar. The Total Equipment Price for Equipment Induces Standard and rigging charges, as applicable. Expatiated service requested by Customer may Involve additional charges. Customer's payment is clue as fbllowS unless Od1eIWlae Amf applicable Order': (a) Maintenance Service - monthly In advance. (b) Equipment or other Ordefo - 20% of the Total Equipment Price with Order, 50% at Equipment delivery an Cubwr, 5. Towns - All Barges are exduelve of applicable federal. elate or local axes. Customer agrees to pay to BellSouth amounts equal te any 1111111,118 resulting from this Agraene active" hereunder, exclusive of axes on BellSouth's net income, BellSouth may add such taxes to irrvol*_ Submitted to Customer. Customer well be responsible for any ad p"wrty or other texas assessable an Equipment on or after delivery to the Installation site. a. Risk of Loss Or Damage - All risk of loss or damage shelf pass to Customer as to each item of Equipment on the date of dagvery to the Installation Aire. 7. 711111e - Title to Equipment "it pass to Customer upon payment In tug to BellSouth of the foal price for Equipmerefservices in the appliable Order, s- Seeufhy, Interest - Customer grants BellSouth a purchase money security interest In each item of Equipment. Customer shall satisfy this purchase money Security Informal payment In full, Customer agrees to execute any documents reasonably requested by BellSouth to protect and/or perfect BellSouth's security interest. e. Sta twaw Lleanee - tit) Software suppliers licarwa Software on a nonexclusive basis to BellSouth. BellSouth also develops Software or has Software developed for at by thlr which Software is and Will remain the Property of BWISOUlh. BellSouth, with respect to BellSouth developed Software and to the rodent authorized under the Supplier licensee, Customer a personal, nontransferable and nonexclesiva sublicense to use the Software, Subject to the following rsmis and conditkns: (b) Customer shall (1) use the Software only in conjunction wfth the particular Equipment for which the Software was initially furnished; (ii) use the Software Solely for Custom net business purposes; (Of) not reverse engineer, decomplle, dlasseemble, reverse translate or otherwise translate the Software into human readable form nor reproduce the rrkcept for archival purposes: (IV) return the Software, together with all copies therect, or, with BellSouth•s coneem, destroy (or erase, it recorded on an organics storage me Software when no longer needed or permitted tot use with the Equipment lot which the Software wag furnished: and (v) keep In Confidence ell Information relating to Software such Information as the exclusive property and trade secret of BellSouth or such suppliers. Customer shall not have an obligation to protect Information which is made publicly by sense uth or the supplier or lawfully made available by a nonparty to this Agreement, is awfully obtained by the Customer from a touroe other than BellSouth or the supplier ously known to Customer without an obligation to keep It confidential, ors released in wining by the supplier or BellSouth- (c) Nelwithlarg" the above, the Customer may dteclose the Software to other persona sotaly for the purpose of Installing, operating or maintaining the particular Equq which the Software Was furnished, provided such other persons agree In writing to the same conditions riepectirg Use and confidentiality contained In this Section e. (d) In rM Mm to the above. BellSouth's suppliers may require Customer to sign separate documentation cilrecay with the supplier. 1o. Mindr Changes In Customer Orden -It Customer and BellSouth agree to miner charges in the Equipment or Services prior to Cutovgr, then Customer shelf bed cragged for the ofanged Tema. Appropriate documentation may be required so that additions or deletions may be recorded and charges or credits Issued. Reasonable t charges will be assessed with respect to any stock listed items deleted after the dote of shipment to to Installation site and for all deleted non -stock gems. 11. Limbed Wnrrandes - (a) BelfBOUth Vromlrtts that at Cutover, and for the duration of the warranty period referred to below, oath hem of Equipment will be tree from material and workmanship and will function substantially in accordance with the manufacturer's published apedficetiors, provided g is not damaged as set forth in Section used according to standard operating Instructions Issued by the manufacturer or BellSouth. Unless otherwtso stated In the Order, no warranty period for Equipment is tv monans. In addition, (1) the warranty period for equipment moves, additions and charges shall to the greater of ninety (90) days or the remainder, of the current annual service see System to Which the work Is Doing perfumed. end (10 CERTAIN MISCELLANEOUS EQUIPMENT IS SOLD -AS IS" AND WILL CARRY NO WARRANTY WHATSOEVE BELLSOUTH OTHER THAN THE WARRANTY OF TITLE, Any Warranty Service for such Equipment will be provided directly by the manufacturer of such Equipment In accord the manufacturer's Applicable warranty procedures. Such Equipment shell be clearly indicated on ins applicable Order as Manufacturers Direct Warranty Service (' BELLSOUTH OFFERS NO MAINTENANCE SERVICE FOR THESE PRODUCTS, The warranty period for an ham of Equipment will not be wasaged by BellSouth's repair o (b) All wanem{es extend only to the original purchaser of the Equipment, identified as "Customer• and do not extend to any subsequent purchaser, user or assmgr Equipment, anew prier written consent is obtained from BellSouth for the extension of the warranties to Mich purchaser, user, or asaignoe. 12. Warngmy Disclaimer -THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY REGARDING MERCHANTABIUTY OR FITNESS FOR A PAP PURPOSE), NOT SPECIFIED HEREIN RESPECTING EQUIPMENT FURNISHED OR SERVICES PERFORMED UNDER THIS AGREEMENT. 13. Warranty Sonvi a - (a) Full Warranty Service ("FWS*): BellSouth agrees to provide, except as set forth harem. Warranty Service to keep the Equipment in, or to n Equipment to, good wonting order, If BellSouth Is unable to repair defective items, BellSouth will replace such game. Warranty Service Includes preventive maintenance br the ap cini; needs of Individual gems of the Equipment and unscheduled, on•coll remodhil maintenance during warranty Coverage. Warranty Service will include adjustr replacement of parts deemed necessary by BellSouth. Replacement Pan" and replacement of addgional Equipment may be either new or reconditioned and equivalent to nee manse. Replacemord Equipment will be furnished on an exchange basis, and the replaced hems become property of BellSouth. (continued e Customer acknowledges that Customer has read and understands this Agreement and agrees to be bound by Its terms and conditions. L further agrees that this Agreement, and any orders, constitute the complete and exclusive statement of the agreement between the parties, supers proposals, representations, and/or prior agreements, oral or written, between the parties relating to the subject mender of the Agreement. Acceptant Order by BellSouth is subject to BellSouth credit and other approvals. This Agreement Is not binding upon a118outn until executed by an authorised ea, partner, or agent of Customer and BellSouth. If Signing as a general partner of a partnerstTlp, the individual represents and warrants that there an visions In the partnership agreement that restrict or limit the general partner(s)' obligations and that the general partner($) are fully bound by this Ag This Agreement may not be modified, amended, or superseded other than by a written Instrument executed by both parties. In Wkne is MiLpantas nave ex ut this Agreement, by their duly auhorzeo representative In multiple counterpane, each of which shall be deemed an original. Customer Nam )( I J if� f�Y!%•i rl Cr „�. ..,,._ BELLSO COMMUNIC/ITION SYSTEMS, INC. Address: _ 7�i�.}S; l�%.W. t-7nQe., By OA.) (s4�tv�l City S p: SY BY 154rahral: IPrintad Wmel By 044reed N.mei• L t� Title: it 11 L' EXHIBIT "Are Temp Reso r$ BellSouth EQUIPMENT SCHEDULE FOR PURCHASE, Communication Systems WARRANTY, AND/OR MAINTENANCE SEP Al Pa e 0 C er Tam Customers Loc a ERa8 ) cx Agreement Number (Y4I installaigh hC ass ` ri 1b®l�] Order Number Up ) (D1 I Maint. Order Numb r W 110`1 to �P11041.3�i, r Ci�l ( State ZIP �❑ �." Auroquote Number Maint. Autoquots Numbsrapl; (A Refurbished Customer Irlitiel8 CW110 City, Wtospt As Otherwise Noted Worm sngth Type: Full (FINS) ❑ Depot (DWS) Other Equipment Description Nater - Total Equipment Price r ncs TvpeeFMB WIDO = No. DI Unkd Stations/ Pow price Until Station/Tot Pon o 5 s1 Tsar ` 0 I ne.6 81 iJ. Lai I1. L I (off c Equipment Payment ❑ Cash 7L With Order %At Delivery %At Waver ❑ LAIR" -'� — Estimated Culowr Data: Maintenance Payment ❑ Man1My ❑ Quarterly �(Annuslly ❑ Maintenance Service Commencement Data: Shipping Sub -Total Additional Pages Sub -Total Additional Pages Total Equipment Price (ExcludingApplicable Taxes),Charge Total Monthiy Malntenanos f „/✓r (Y J Total Monthly T�j�� Total Total Maintenance Maintenance $L6LLLL--0 X Number = Charge Charge Months ("Term") (I �1ud:gACPYubMTexes) rn `r' 13 Additional equipment may be required to Increase line/station size in excess of t equipped capacity a$ Shown above, up to the system's maximum capacity. ❑ Exempt Tax exempt Certification No.: Maintenance SerY `Ir rranty Accepted Y ❑ Declined wp"" """' ponwr hANN Electrical Da r srrvias �cr• to hSystems�ep P fl Declined CwalwlnAylr Pursuant to the terns and conditions of the Agreement referenced above, Customer agrees to purchase and BellSouth Communication Systems, Inc. a Provide Equipment and/or Services described In this Order. If Customer elects the "Lease' option and for any reason the lease is not finalized Customer s pay 'Cash' per BellSouth's than standard payment temtt for the Equipment and/or services covered by this Order. Accepted by: ciumom" BellSouth Communication Systems, Inc. u Signature petrN, Autho d Signature 1 `