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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". dc-rC7~ IQCf'f ~ 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 ,^f,;t"\ (,S)jjj ./f,,; . -.-/ FIIfG 1?6/'-r.rirNtl01 /l/CC . ;,';,"'":';":'~:LH . I/;V /) ..:,:;,.~,'"~~:~:;/,'::)}-,.'~>~< MESSAGE: ~ ttrltJ/ltv' ~I ( 1ft cl ~/lT'/ 14c.s ~ c cJ M./ !. -re ~.( c;:-? "-"4 J i CAY'- C tN Ire d c;: /'.1<:1 /,,0 VJ dt. n( <- /fA. C;.; (,;"1 "I ~ --/i;t...k "rlll/l'V &, /1 -rtf-R,/1.L /vi;'" "" ~ .,f 77 s: ~ v ft-"- ~ (,MJ7 cf J;;tltJil, c?tJ,j, ()&,d CZ,v;t Ydi-l SIGNED ~~ I ".""'. .f . ~, . '.. . ,_. ~. '- -~ . ~ -. . '" . ~-" .: .:"~::': \ ...... '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.