HomeMy WebLinkAboutBellSouth Telecommunications, Inc. License Agreement -1994 03 07 & Addendum -
LICENSE AGREEMEN~
DATED MIh1 d 7, 179 if
BETWEEN
BELLSOUTH TELECOMMUNICATIONS, INC.
AND
CITY OF WINTER SPRINGS, FLORIDA
STATE OF FLORIDA
COUNTY OF SEMINOLE
LICENSE AGREEMENT
THIS LICENSE AGREEMENT is made and entered this 7~ day of
M A-r1 d.- ,1994/ by and between BELLSOUTH
TELECOMMUNICATIONS, INC., a corporation of the State of Georgia,
with offices at lOGG1 southern Bell Tower, 301 West Bay Street,
Jacksonville, Florida 32202, hereinafter called "BellSouth"; and
the CITY OF WINTER SPRINGS, 1126 State Road 434/ winter Springs,
Florida 32708, hereinafter called "City";
ARTICLE I. PREMISES
IN CONSIDERATION of the mutual benefits to be derived
herein, the mutual covenants and agreements hereinafter
contained, and the sum of TEN DOLLARS each to the other paid, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto do agree to the following terms and conditions
concerning the use of certain facilities hereinafter defined.
WHEREAS, BellSouth owns a parcel of land located on Northern
Way in Winter Springs, Florida, hereinafter called the "BellSouth
Property", and
WHEREAS, City wishes to use a portion of the
Property for purposes of placing a mobile home and the
certain emergency and personal vehicles of employees
permanent structure is under construction,
Bellsouth
parking of
while its
BellSouth hereby agrees to allow City the right to use the
Bellsouth Property for the mobile home and the parking of
vehicles at no charge during the term of this License Agreement
unless said Agreement is earlier terminated as provided herein.
The City shall place its mobile home, emergency vehicles, and
parking for personal vehicles on the BellSouth Property in the
areas shown on the attached sketch referred to as Attachment "A",
which by reference herein is made a part of this License
Agreement.
ARTICLE II. TERM
The term (Term) of this Parking License shall begin on
February I, 1994, and shall expire, unless sooner terminated in
accordance with the provisions hereinafter contained, at 12:00
midnight J1.mc 36-, 1994 f hereinafter called the "Expiration Date".
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ARTICLE III. USE OF PREMISES
City shall have use of the BellSouth Property, also referred
to as the "Premises", provided each term and condition herein is
not violated and further provided that city does not block or
otherwise hinder the ingress and egress of vehicular traffic of
BellSouth upon the remainder of the BellSouth Property. City
shall not knowingly use or occupy the Premises in violation of
any law, ordinance, regulation or other directive of any
governmental authority having jurisdiction thereof, nor permit a
nuisance to be created or maintained therein. City shall be
responsible for any and all permits associated with its use of
the Premises and shall pay all utility costs associated with its
occupancy and use. Upon the removal of its personal property
from the Premises, it will return the BellSouth Property to its
original condition prior to its occupancy.
ARTICLE IV. INSURANCE
City shall, at its own expense, obtain and maintain in full
force and effect at all times during the Term hereof, public
liability insurance covering the BellSouth Property naming
BellSouth as additional insured in the amount of $500,000.00 for
injury or death to any on~ person, $1,000,000.00 for injury or
death to any number of persons in anyone accident, and property
damage insurance in the amount of $250,000.00 for anyone
occurance. city shall furnish a certificate of insurance to
BellSouth as proof of insurance.
ARTICLE V. INDEMNIFICATION
City shall and does hereby indemnify, hold harmless and
defend BellSouth and its directors, officers, agents and
employees and its affiliated companies, their directors,
officers, agents and employees from and against all claims and
suits for any liability including but not limited to injury,
death, or damage to any person or property whatsoever, caused by,
arising from, incident to, connected with or growing out of the
performance or non-performance of this License Agreement which
is, or is alleged to be caused in whole or in part (whether
joint, concurrent, or contributing) by any act, omission,
default, or negligence (whether active or passive) of BellSouth,
its directors, officers, agents and employees and its affiliated
companies, their directors, officers, agents and employees. The
foregoing indemnity shall also include liability imposed by the
doctrine of strict liability. BellSouth and city further agree
that the liability of City to save harmless and indemnify
BellSouth, its directors, officers, agents and employees and its
affiliated companies, their directors, officers, agents and
employees for damages caused by any act, omission, or default of
BellSouth, and its directors, officers, agents and employees and
its affiliated companies, their directors, officers, agents and
employees shall not exceed the sum of $250,000.00 for property
damage arising out of one occurrence and $1,000,000.00 for bodily
injury or death arising out of any occurrence. This indemnity
paragraph shall apply not only to claims and suits against
BellSouth and its directors, officers, agents and employees and
its affiliated companies, their directors, officers, agents and
employees alone, but also to those claims and suits brought
against city and BellSouth, its directors, officers, employees or
agents jointly, or any other combination. In the event of a
joint verdict and judgment, the above-stated limit shall apply to
the portion of the verdict or judgment which is against
BellSouth, its directors, officers, agents or employees and its
affiliated companies, their directors, officers, agents or
employees. BellSouth and city agree that in the event of a
judgment in excess of the above-stated amount is entered against
BellSouth, its directors, officers, agents or employees and its
affiliated companies, their directors, officers, agents or
employees, such judgment shall not be determinative of the issue
as to whether the act, omission, default, or negligence upon
which the action was brought was that of BellSouthr its
directors, officers, agents or employees and its affiliated
companies, their directors, officers, agents or employees, or
City.
city further agrees to re~mburse BellSouth for and/or hold it
harmless against any and all attorneys' fees and other expenses
and costs incurred in pursuing any claim, suit, or lien brought
by BellSouth against city or those acting under its direction
arising out of or resulting from a breach by City or those acting
under its direction of any provision of this License Agreement or
performance or non-performance hereunder.
city further agrees to reimburse BellSouth for any and all damage
to the Premises caused by city's misuse or neglect of the
BellSouth Property, and city shall in any eventr reimburse and
compensate BellSouth within five (5) days of receipt of any
statement from BellSouth for expenditures made by BellSouth or
for fines sustained or incurred by BellSouth due to the non-
performance or non-compliance with or breach or failure of City
to observe any covenant of this License Agreement.
Should City, in the judgment of BellSouthr ignore or fail to
properly handle, defend, or settle any such claim, lien or suit,
BellSouth maYr at its optionr assume and undertaker or join in
the handling or defense of any such claim, lien, or suit, and in
that event, city shall reimburse BellSouth for attorneys' fees
and other expenses incurred by it in handling or defending any
such claim, lienr or suit including any amounts paid by BellSouth
in settlement thereof or in satisfaction of any judgment rendered
in any such suit.
4
ARTICLE VI. NON-LIABILITY OF BELLSOUTH
city recognizes that BellSouth shall not be liable to City or any
of its employees or invitees or to any person, firm or
corporation for any injury to any person or damage to any
property located on the BellSouth Property by any cause of
whatever nature.
ARTICLE VII. SUCCESSORS
Except as otherwise provided in this License Agreement, all
of the covenants, conditions, and provisions of this License
Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, personal
representatives, executors, administrators, legal
representatives, successors and assigns.
ARTICLE VIII. RELATIONSHIP
Nothing herein contained shall be deemed or construed by the
parties hereto, nor by any other party, as creating the
relationship of principal and agent or of partnership or of joint
venture between the parties,hereto.
ARTICLE IX. ASSIGNMENT/SUBLEASE
This License Agreement shall not be assigned or subleased in
whole or in part by City. Any attempt at assignment or sublease
shall invalidate this License Agreement.
ARTICLE X. ENTIRE AGREEMENT
This License Agreement constitutes the entire agreement,
intent and understanding between the parties hereto with respect
to the subject matter hereof. No prior or contemporaneous
agreement or understanding with regard to any matter shall be
effective for any purpose unless reduced to writing herein. No
provision of this License Agreement may be amended or added to
except by an agreement in writing signed by the parties hereto or
their respective successors in interest.
ARTICLE XI. JURISDICTION
The laws of the State of Florida
interpretation, validity, performance and
License Agreement.
shall govern
enforcement of
the
this
5
ARTICLE XII. CONFLICT OF INTEREST
(a) In accordance with BellSouth's policy with respect to
contractor relationships, it is hereby stipulated by the
undersigned representative of City that to the best of his
knowledge and belief, City has not employed, retained,
induced or directed any person employed by BellSouth to solicit
or secure this agreement, offer, understanding, or implication
involving any form of remuneration whatsoever.
(b) City agrees in the event of an allegation of substance
(the determination of which will be made solely by BellSouth)
that paragraph (a) has been violated, City will cooperate in a
reasonable manner with BellSouth in establishing whether the
allegation is true.
ARTICLE XIII. NON-DISCRIMINATION
To the extent that this License Agreement is subject to them,
City shall comply with the applicable provisions of the following
Exec. order No. 11246, Exec. Order No. 11625 Section B of the
Small Business Act, as amended, Railroad Revitalization and
Regulatory Reform Act of 1976, Exec. Order No. 11701, Exec. Order
No. 11758, Section 503 of the Rehabilitation Act of 1973 as
amended by PL93-516, Vietnam Era Veteran's Readjustment
Assistance Act of 1974 and the rules, regulations, and relevant
Orders of the Secretary of Labor pertaining to the Executive
Orders and Statutes listed above.
Monetary amounts or contractual or purchasing relationships,
together with the number of the contractor's employees, determine
which Executive Order provisions are applicable. For contracts
valued at less than $2,500, none of the clauses shall be
considered a part of this agreement. However, for contracts of
or which aggregate to $2,500 or more annually, the following
table describes the clauses which are included in the contract:
1. Inclusion of the "Equal Employment opportunity" clause
in all contracts and orders.
2. Certification of non-segregated facilities.
3. Certification that an Affirmative Action program has been
developed and is being followed.
4. Certification that an annual Employers Information
Report (EEO-l Standard Form 100) is being followed.
5. Inclusion of the "utilization of Minority Business
Enterprises" clause in all contracts and orders.
6
6. Inclusion of the "Minority Business Subcontracting
Program" clause in all contracts and orders.
7. Inclusion of the "Listing of Employment Openings" clause
in all contracts and orders.
8. Inclusion of the "Employment of the Handicapped" clause
in all contracts and orders.
$ 2/500 to $
8
$50/000 to
1/ 2, 3*,
7, 8
5,000
$ 5,000 to $10,000
8
$500,000 or more
1, 2/ 3*, 4*, 5/
6,7/8
$10/000 to $50,000
1, 2/ 5/ 6/ 7/ 8
$500,000
4*/ 5/ 6
*
Applies only for businesses with 50 or more employees.
1. Equal Employment Opportunity Provisions
In accordance with Executive Order 11246, dated September 24/
1965 and Part 60-1 of Title 41 of the Code of Federal
Regulations (Public Contracts and Property Management, office
of Federal Contract Compliance, Obligation of Contract
Compliance, obligations of Contracts and Subcontracts) as may be
amended from time to time, the parties incorporate herein by
this reference the regulations and contract clauses required
by those provisions to be made a part of Government contracts
and subcontracts.
2. certification of Non-Segregated Facilities
City certifies that it does not and will not maintain
any facilities it provides for its employees in a segregated
manner, or permit its employees to perform their services at
any location under its control where segregated facilities
are maintained and that it will obtain a smaller certification
prior to the award of any nonexempt subcontract.
3. certification of Affirmative Action Program
City affirms that it has developed and is maintaining
an Affirmative Action Plan as required by Part 60-2 of Title
41 of the Code of Federal Regulations.
4. certification of Filing of Employees Information Reports
City agrees to file annually on or before the 31st
day of March complete and accurate reports on Standard Form
100 (EEO-1) or such forms as may be promulgated in its place.
5. Utilization of Minority Business Enterprises
(a) It is the policy of the Government that minority business
enterprises shall have the maximum practicable opportunity to
participate in the performance of the contract.
7
(b) city agrees to use its best effort to carry out
this policy in the award of subcontracts to the fullest extent
consistent with the efficient performance of this Agreement. As
used in this Agreement, the term "minority business enterprise"
means a business, at least 50 per cent of which is owned by
minority group members. For the purposes of this definition,
minority group members are Women, Negroes, Spanish surnamed
American persons, American Oriental, American-Indians,
American-Eskimos, and American-Aleuts. Contractors may rely on
written representations by subcontractors regarding their status
as minority business enterprises in lieu of an independent
investigation.
6. (a) City agrees to establish and conduct a program which
will enable minority business enterprises (as defined in
paragraph 5) to be considered fairly as suppliers under the
contract. In this connection, City shall:
(1) Designate a liasion officer who will administer the
contractor's minority business enterprises program.
(2) Provide adequate and timely consideration of the
potentialities of known minority business enterprises in all
"make or buy" decisions.
(3) Assure that known minority business enterprises will have an
equitable opportunity to complete for subcontractors,
particularly by arranging ~olicitations, time for preparation of
bids, quantities, specifications, and delivery schedules so as to
facilitate the participation of minority business enterprises.
(4) Maintain records showing (i) procedures which have been
adopted to comply with the policies set forth in this clause,
including the establishment of a source list of minority business
enterprises, (ii) awards to minority business enterprises on the
source list, and (iii) specific efforts to identify and award
contracts to minority business enterprises.
(5) Include the Utilization of Minority Business Enterprises
clause in subcontracts which offer substantial minority business
enterprises subcontracting opportunities.
(6) Cooperate with the Government's Contracting officer in any
studies and surveys of the Contractor's minority business
enterprises procedures and practices that the Contracting Officer
may from time to time conduct.
(7) Submit periodic reports of subcontracting to known minority
business enterprises with respect to the records referred to in
subparagraph (4) above in such a form and at such time (not more
often than quarterly) as the Contracting Officer may prescribe.
7. List of Employment Openings for Veterans
In accordance with Exec. Order 11701, dated January 24, 1973,
and Part 60-250 of Title 41 of the Code of Federal Regulations,
as may be amended from time to time, the parties incorporate
herein by this reference the regulations and contract clauses
required by those provisions to be made a part of Government
contracts and subcontracts.
8
8. Employment of the Handicapped
In accordance with Exec. Order 11758, dated January 15, 1974,
and Part 60-741 of Title 41 of the Code of Federal Regulations,
as may be amended from time to time, the parties incorporate
herein by this reference the regulations and contract clauses
required by those provisions to be made a part of Government
contracts and subcontracts.
IN WITNESS WHEREOF, the parties hereto have
this License Agreement individually or through
officers, agents or attorneys-in-fact, as the
day and year first above written.
duly executed
their authorized
case may be, the
WITNESS:
CITY OF WINTER SPRINGS
Timothy J. Lallathin, Fire Chief
Nancy Vobornik
BELLSOUTH. TELECOMMUNICATIONS INC.
By: L. A. Densmore, Manager-
Real Estate/Florida
9
Attachment "A"
OVIEDO/NORTHERN WAY
SLC - 96 MINI PLOT
1/25/82
PARKING SPACES
BELLSOUTH
TELECOMMUNICATIONS @
Real Estate
10GG 1 Southern Bell Tower
301 West Bay Street
Jacksonville, FL 32202-5100
November 16, 1994
Mr. John Govoruhk
City Manager, City of Winter Springs
1126 State Road 434
WinrerSprings,FL32708
RE: Easement at Northern Way.
CITY 0F WINTER SPRINGS
City Manager
Dear John:
Enclosed is an executed copy of the addendum to our easement for parking at Northern
Way. This document extends your occupancy until November 30, 1994.
You may reach me at (904) 350-3334 if you have any questions regarding this matter.
Sincerely,
D. W. Hollingsworth
Enclosure
ADDENDUM TO
LICENSE AGREEMENT
DATED MARCH 7, 1994
BETWEEN
BELLSOUTH TELECOMMUNICATIONS, INC.
AND
CITY OF WINTER SPRINGS, FLORIDA
The following Article is amended to read:
ARTICLE II. TERM
The term (TERM) of this Parking License shall begin on February 1, 1994, and shall expire,
unless sooner terminated in accordance with the provisions hereinafter contained at 12:00 midnight
November 30. 1994, hereinafter call the "Expiration Date".
All other portions of the License Agreement remain unchanged.
IN WITNESS THEREOF, the parties hereto have duly executed this License Agreement
individually or through their authorized officers, agents or attorneys-in-fact, as the case may be, the
day and year first above written.
WITNESS:
CITY OF WINTER SPRINGS
Margo M. Hopkins
John Govoruhk, City Manager
Jan Palladino
BELLSOUTH TELECOMMUNICATIONS
BY:
DENSMORE
BELL SOUTH
TELECOMMUNICATIONS@
Real Estate
1 OGG 1 Southern Bell Tower
301 West Bay Street
Jacksonville, FL 32202.5100
March 8/ 1994
m~@~TIW~
MAR 10 1994
fif1~ Cmjfr V-
ein of W1N1ER SPRINGS
CITY MANAGER
Mr. John Govorunk
city Manager
city of Winter Springs
1126 State Road 434
Winter Springs, FL 32708
RE: License Agreement
Dear John:
Enclosed for your use is a fully executed copy of a License
Agreement for the use of our property as earlier discussed.
The agreement begins immediately and shall continue through
October 31/ 1994.
Please call me at (904) 350-3334 if I can provide any further
assistance to the city of Winter Springs.
ae1Y,
D. W. Hollingsworth
Enclosure
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'IFIOOIDI\ IFAGUE~CI1IF.S
Public Risk Servi~
IPost Office
,
cu,Orlando, FL
POLICIES OR PROGRAM REQUESTED
PLEASE INDICATE THE SECTIONS ATTACHED
PROPERTY
GLASS & SIGN
ACCTS. REC./VAL. PAPERS
CRIME D FIDELITY
TRANSPORTATION
GENERAL LIABILITY
BUSINESS AUTO
GARAGE
TRUCKERS
WORKERS COMPo
UMBRELLA
NAME
City of Winter Springs
MAILING ADDRESS (Include Zip Code)
1126 East State Road 434, Winter Springs, FL
CORPORATION
JOINT VENTURE
32708
OTHER (DESCRIBE) Mun i c i pa 1 ity
YRS. IN BUSINESS
30+
v/. 850 Northern Wa
Winter S rin s Seminole FL 32708
Use of vacant lot owned by Southern Bell which new fire department is being built.
Is the applicant a subsidiary of another entity or does
the applicant have any subsidiaries?
Is a formal safety program in operation?
Any 'lxposure to flammables, explosives, chemicals]
X 4 Any catastrophe exposure?
5 Any other insurance with this company or being submitted?
X 6 Any pOlicy or coverage declined, cancelled or
x
X
x
non-renewed during the prior 3 years]
x
APPLICABLE IN NEW YORK STATE
Insurance company or other person files an appfication for Insurance containing any false informatIon. or
ernlnq any tacl malenal therelo. commits a fraudulent insurance act. which is a crime.