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HomeMy WebLinkAboutR-89-0712J-89-413 7/17/89 v *� RESOLUTION NO. PRU-71211 A RESOLUTION, WITH ATTACHMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH SOUTHERN BELL TELEPHONE AND TELEGRAPH COMPANY FOR A PERIOD OF FIVE (5) YEARS FOR THE IMPLEMENTATION OF A CITY-WIDE SIDEWALK TELEPHONE PROGRAM WITH IDENTICAL TERMS AND CONDITIONS AS CONTAINED IN AN EXISTING CITY OF MIAMI BEACH CONTRACT WHICH WAS AWARDED AFTER A COMPETITIVE PROCUREMENT PROCESS CONDUCTED BY THAT MUNICIPALITY. WHEREAS, the Department of General Services Administration has determined that it is in the best interest of the City of Miami to utilize an existing City of Miami Beach contract awarded by Resolution No. 88-19410 to Southern Bell & Telephone and Telegraph Company for the purpose of implementing a City-wide Sidewalk Telephone Program that will provide coin and credit public telephone equipment and services for a five year period for City-wide installation at no cost to the City; and WHEREAS, the proposals were sent to three (3) minority vendors and no response was received; and WHEREAS, this agreement will provide the City with additional revenue from the public pay telephones which is estimated to be approximately $157,389 annually based upon twelve percent (12%) on local intraLATA revenues and six percent (6%) on interLATA minutes of usage; and WHEREAS, this agreement will increase the percentage of commission due to the City above the current agreement with Southern Bell Telephone and Telegraph Company; and WHEREAS, this agreement will provide the City with the opportunity to increase its revenue based on public pay telephones, identify critical areas within communities that warrant pay phones, and provide better maintenance and service; and CITY COMMISSION MEETING OF ATTAC!" � ? � JUL 97 1989 rt u 1i1 �'" C0NTAt� � EIj�' RESOLUTION No. ^` � EMARKS. EREASr the City Mana r and the Director of the Devartment of General Services Administration recomnend that this agreement be authorised because of benefits enuring to the City; NOWt THEREFOREa HE IT RESOLVED BY THE COMMISSION OF "E CITY OP 141ANI, FLORIDA3 Section 1. The city Manager is hereby authorised and directed to execute an agreement with Southern Hell Telephone and Telegraph Company, in substantially the attached form, for the implementation of a City-wide Sidewalk Telephone Program, with identical terms and conditions as contained in an existing City of Miami Beach contract which was awarded after a competitive procurement process conducted by that municipality. Section 2. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 27th day of July ► 1989• XAVIEL. UARERO ATTE MATTTFHIRAI CITY CLERK PREPARED AND APPROVED BY: g= ROBERT F. CLARK ASSISTANT CITY ATTORNEY LEGISLATION/SPECIAL PROJECTS DIVISION CHIEF APPROVED AS TO FORM AND CORRECTNESS: APO JO E L . F CITY ATTORNE RFC:bss:M1131 ss ii 1 _- THIS AGREEMENT is entered into this of 1989s by and between THE CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida, herein after, referred to as "City" having a mailing address at 1390 N. W. 20th St. Miami, Florida 33142, and SOUTHERN BELL TELEPHONE AND TELEGRAPH COMPANY, a Georgia Corporation, and having a mailing address at 675 W. Peachtree St. N. E., Atlanta, Georgia, 30375 (hereafter "Vendor"). WITNESSETH WHEREAS, the Department of General Services Administration is implementing a City sidewalk program on public pay phones using an existing contract awarded by the City of Miami Beach (Resolution No. 88-19410) dated October 19, 1988 with Southern Bell Telephone and Telegraph Company. WHEREAS, this agreement will provide the City with additional revenue for public pay phones which is estimated to be approximately $ 157,389 based on 12% percent on local intraLATA revenue and 6% percent interLATA minutes of usage annually. WHEREAS, the City desires to have the Vendor provide certain goods and/or services pursuant to the specific descriptions set out in this agreement. NOW, THEREFORE, in consideration of these premises and the mutual covenants set forth below, the parties hereto agree as follows: 1. DEFINITIONS. A. "Coin and Credit Telephone Equipment and Service" D. "Uquipment" shall mean the goods and/or services set Birth in the proposal. C. "Acceptance" shall mean the date the equipment is accepted by the City. D. "The City" shall include the employees and agent, of the City, Florida unless otherwise indicated. E. "System" shall mean coin and credit telephone equipment and services and other goods as an integrated whole. F. "A LATA" is a specifically designated geographical area within the local Bell Telephone Company which provides complete telecommunication services. Telecommunication between LATAs is provided by the interexchange or long distance carriers. G. "INTRALATA" shall mean all toll and assistance calls which originate and terminate within a single LATA are referred to as intraLATA calls. H. "INTERLATA" shall mean all toll and assistance calls which originate in one LATA and terminate in s another LATA referred to as interLATA calls. —4 2. QUANTITIES AND SUBSTITUTION OF REPLACEMENT EQUIPMENT. It is understood and agreed that the quantities and combination of the equipment as set forth in this agreement may be modified by the City from time to time after the date of the agreement due to circumstances presently not known by mutual agreement with the Vendor Southern Bell. The Vendor agrees to install new equipment in any new or remodeled structure. A mutually agreeable city-wide plan shall be submitted within 180 days of the signing of the contract that will provide a schedule for replacement of existing equipment. Future installations throughout the City will also be mutually agreed. The rights granted under this document are non-exclusive. The City retains the right to grant to other vendors, telecommunications services and to have said telecommunications services and equipment installed adjacent to Southern Bell's or any other vendor's equipment. 2 - " 3 * pA"�0 comosSION !M CITY. or 141A141. The Vendor shall submit payment to city of Miami General Services Administration Department identified as commission for coin telephones on a monthly basis with a complete detail of revenues collected from each telephone including long distance usage identified and paid as Minutes of Use. The monthly commission shall not be less than $5,000. The Vendor shall pay commissions in the amount of 12 percent of Local and intraLATA revenue and 6 percent per interLATA Minute of Use as detailed on a monthly basis, for all public pay phones assigned to the City of Miami. Payment will be submitted within thirty (30) days after settlement period and vendor shall also include with such payment, the State Sales Tax, if applicable. The Vendor shall provide in Attachment B the complete revenue collection process utilized to determine commission. This will be subject to approval by City of Miami Internal Audit Department. 4. INDEMNIFICATION - A. The Vendor, at its own expense and without exception, shall indemnify, defend and pay all damages, cost, expenses, including attorney fees, and otherwise hold harmless the City and its employees, consultants and agents from any liability of any nature or kind, _ for or on account of any infringement or claim of infringement based upon a trademark, copyright, patent, or non -patented secret invention, process, or article or other goods delivered pursuant to or used in the performance of this Agreement. If the Vendor, or Vendor's subcontractor, use any design, device, or materials protected by letters patent, or a trademark, copyright or trade secret, the Vendor shall be responsible for all royalties or costs arising from the L S use of such protected design, device, or materials in any May involved in the work. g, The Vendor will indemnify and hold harmless the City, its agents, and employees from or on account Of any personal injury (including death) or property damage (excluding the loss of use thereof) sustained by any person or persons proximately caused by the negligent acts or omissions of the Vendor or its subcontractor during operations connected with this Contract (excluding negligence by the City, its agents or employees). The Vendor further agrees to indemnify and hold harmless the City, its agents or employees against liability arising from or based upon the violation of any Federal, State County, City or other applicable laws, bylaws, ordinances or regulations by the Vendor where such damage is proximately caused by such violation. The indemnification provided above will obligate the Vendor to defend, at its own expense any and all claims arising under this Section 4. 5. SAFETY. A. The Vendor shall take precautions necessary and shall bear sole responsibility for the safety and adequacy of the methods and means employed in i performing the work required under this Agreement. The Vendor shall, at all times in the performance of such work, comply with and provide the safeguards required State. and local laws, rules, partially or entirely under the Vendor's control shall be performed in accordance with OSHA requirements. Materials and all equipment, replacement equipment or other goods furnished under this Agreement shall conform to and comply with applicable provisions of OSHA and the associated regulations and standards. The Vendor shall require these warranties of adherence to OSHA from each contractor and supplier the Vendor employs in its performance under this Agreement. The Vendor shall indemnify and hold harmless the City from and against all liabilities suits, damages, costs and expenses (including attorney's fees) which may be imposed on, incurred by or asserted against the City, its consultants, agents or employees, because of the failure of the Vendor, or Vendor's subcontractors, or suppliers, to comply with OSHA or State labor laws or for the failure of any of the materials or items furnished under this Agreement to so comply. B. The Vendor is advised that to the best of the Of $5,1000,000. The Vendor shall assume the full fluty, obligations, and expense of obtaining and maintaining necessary insurance and/or self insurance. The Vender shall be fully liable to provide and maintain during the life of this Agreement, such insurance, and/or self insurance including General Liability Insurance, Product Liability Insurance, Auto Liability Insurance, Workman's Compensation and Employer's Liability Insurance, as will assure to the City the protection contained in the indemnification provision undertaken herein by the Vendor. Such policies, if any, shall be issued by companies approved by the City and authorized to do business in the State of Florida and having agents upon whom service of process may be made in Dade County, Florida. Such policies, and/or self insurance shall contain, as a minimum, the provisions, coverages, and limits of liability as set forth in Sections 1.17 through 1.19 of the City of Miami Beach RFP. B. Claims In any and all claims against the City or any of its consultants, agents or employees by any employee of the Vendor, and subcontractor, or anyone directly or indirectly employed by any of the contracting parties or anyone for whose acts any of them may be liable, the indemnification obligation under Section 4 shall not be limited in any way by any limitation on the amount or types of damages, compensation acts, disability benefit acts, or other employees benefit acts. i 7. BONDING. A. Performance and PUnent Bonding. I.j Within ten (10) days of the date of this Agreement, the Vendor is required to have a valid Performance and Payment Bond in force covering the work r A9 i _4 performed up to the last Acceptance by the City during -j the implementation period of this Agreement. The Bond must be in the amount of one hundred (100%) percent of the amount of the work covered in this Agreement, as well as full payment of all suppliers, agents, laborers, or subcontractors employed in the performance of the project. Such Bond shall be in a form and with a surety acceptable to the City and shall provide a for the protection of all persons supplying labor == or materials used for the performance of the work. Purchase order(B) pursuant to the Agreement will not be o issued until one hundred (100%) percent payment bond is received. e 2.) The Vendor agrees to keep such Bond, or a —_ replacement thereof in force at all times during the course of its performance under this Agreement in a minimum amount of $50,000. The Vendor may comply with the requirements of this provision by causing said Bond to specifically name the City, Florida, as the party to whom the protection afforded by said Bond is extended or as an alternate, may furnish the City with a a separate Performance Bond meeting the same criteria. 3 Such Bond shall not be payable to the City unless the Vendor shall have failed to perform or make substantial efforts to perform its material obligations under this Agreement for a period of thirty (30) days after a written notice from the City that the Vendor has failed to so perform. B. Qualification of Surety. The Performance and ? Payment Bond must be executed by a Surety Company of — recognized standing, authorized to do business in the State of Florida and having a resident agent in Dade county. The Surety Company shall hold a current certificate of authority as acceptable surety on s� Federal Bonds, in accordance with U.S. Department of Treasury Circular 570, Current Revision. " 7 '"► L 8 IMPUTATION COORDINATOR, The Vendor shall appoint for the term of this Contract A coordinator who will have the authority and responsibility for coordinating all the Vendor activities and fulfilling of all obligations. The City's project coordinator or the assigned designee shall be responsible for coordinating all the Vendor's activities under the terms of this contract. 9. APPROVAL AND SUBSTITUTION OF 114PLEMENTATION COORDINATOR. Implementation Coordinator shall be subject to the approval and continuing approval of the City. The Vendor shall have the right to substitute its Implementation Coordinator during the term of this Agreement, subject to the approval and continuing approval by the City. The City shall not unreasonably withhold its approval or continuing approval of the Implementation Coordinator appointed or substituted by the Vendor. 10. WORKMANSHIP AND INSPECTIONS. Work shall be continually subject to scrutiny and approval by the City. In the event installation workmanship is found incomplete, unsafe, or otherwise unsatisfactory in the reasonable judgment of the City, the Vendor shall, upon notice, immediately correct any such the City noted discrepancies or deficiencies. Such corrective actions shall be completed at the Vendor's expense. 11. DAMAGE AND DISFIGUREMENT. the Vendor's subcontractors or their personnel and operations. Damages or disfigurements so caused shall be restored by the Vendor at the Vendor's expense. li. The Vendor shall, at no cost to the city, remove all debris and excess material resulting from installation or maintenance on a daily basis, and upon completion of work, depart the premises leaving units clean and in good working order. Disposition of the Vendor's surplus equipment, devices, and materials which are beyond that required under this contract shall be entirely at the Vendor's expense and labor. The Vendor shall respond to major failures in a timely and efficient manner especially in critical areas i.e. high revenue producing areas, parks; stadiums, etc. and minor failures within the agreed time frame. 13. SERVICE CHANGE REQUESTS. The City shall submit to the Vendor requests for routine changes in service such as, but not limited to, new station installations, removals, rearrangements, or class of service designations. The Vendor shall respond to the City s �. within five (5) working days with a schedule and completion date. r i { 14. TERM AND TERMINATION. - A. Term. This Agreement shall commence as of the t date of execution of the last of the parties hereto and shall expire five (5) years from that day. - B. Option to Renew. The City shall have the option, in its sole discretion, to extend the term of this Agreement, only as the extension pertains to coin and credit telephone equipment and service, for an additional five (5) year period, upon the successful 1 i renegotiated terms and conditions as provided herein. The City shall give the Vendor ninety (90) days _ written notice of its exercise of this option. ry ,. a .. iZit�� i! kSaSsi"�Z W V C. T_4r&ia4ti rik This Agreement may be terminated by tither party only for a material breach. prior to such termination, however, the party desiring to terminate shall notify the other party of the facts and circumstances allegedly constituting the material breach. If the notified party does not cure the facts and circumstances amounting to the alleged material breach within thirty (30) days, the notifying party may then terminate this Agreement upon proper notice being made to the notified party. For purposes of this paragraph C of Section 14, the thirty (30) day period cannot begin to run against the City until the notice is made to the Commission during one of its normal bimonthly meetings. 15. UNCONTROLLABLE CIRCUMSTANCES ('Force Majeure'). SOUTHERN BELL and the City will be excused from the performance of their respective obligations under this Agreement when and to the extent that their performance is delayed or prevented by an circumstances beyond their control including s _ fire, flood, explosion, strikes, or other labor disputes, act of 5 God of public emergency, war, riot, civil commotion, malicious t damage, act or omission of any government authority, delay or failure or shortage of any type of transportation, equipment, or service from a public utility needed for their performance, provided that: A) the non -performing party give the other part i written notice describing the particulars of the Fore Majeure, including but not limited to the nature of the occurrence and its expected duration, and continues to furnish timely regular reports with respect thereto during the period of Force Majeure; i = B) regular reports with respect the excuse of performance is of no greater scope and of no longer duration than is required by the Force Majeure; s C) no obligations of either party that arose before the Force Majeure causing the excuse of performance are excused as a result of the Force Majeure; and b) the non -performing party uses its best efforts to remedy its inability to perform. Notwithstanding the above, performance shall not be excused under this Section 15 for a period in excess of six (6) months, provided, that in extenuating circumstances that the City Manager may excuse performance for a longer term. Economic hardship of SOUTHERN BELL will not constitute Force Majeure. The term of this Agreement shall be extended by a period equal to that during which either party's performance is suspended under this Section 15. 16. IMPLEMENTED BY PURCHASE ORDER. This Agreement shall serve as a master agreement between the parties and all coin and credit telephone service, equipment, replacement equipment or other goods covered by this Agreement, and shall only become obligations hereunder upon issuance of a purchase order by the City covering part or all of a facility and making reference to this Agreement. Upon such issuance, the terms and conditions of the Agreement shall apply. The type of purchase order used by the City as of the date of this Agreement is attached hereto as Attachment D. 17. COMPLIANCE WITH LAWS. A. Equal Employment Opportunity. The Vendor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, or aubot-antive and procedural provisions therein# including any amendments thereto. 8. Co lianre with Laws and Regulations. Vendor performance of the work shall comply with applicable Federal, State and local laws, rules, and regulations. The Vendor shall give required notices, shall procure necessary governmental licenses and inspections, and shall pay without burden to the City all taxes, fees and charges in connection therewith unless specifically provided otherwise. In the event of violation, the Vendor shall pay all fines and penalties, including attorneys' fees, appellate fees, and other defense costs and expenses in connection therewith. C. Federal CO Bunications Commission. Equipment, replacement equipment or other goods requiring FCC type approval or registration shall have received such approval and shall be appropriately identified prove to installation. . D. Underwriter's Laboratory. All equipment, replacement equipment or other goods shall be UL listed, where such has been established by UL for the item offered and furnished. 18. HER MR CLAUSE. This Agreement, and its Attachments, constitute the le agreement between the parties hereto and superseded all sole prior agreements whether written or oral, between the parties relating to the subject matter hereof. ...{. � 4-r--ti •NFr .�a.uy.v.—a� 4.�n-ce.'ma:, .:' — eton -ana paragraph headings in this Agt+senet are for tonveniefice only and are no to be considered ,a part Of this Agreement* li -° This Agreement can be amended only by a written a by duly authorized representatives of the Vendor document signed the City and only after approval by the Commission in open and session. - 22. NOTICES. =i of notice under this Agreement, the u oses giving For purposes shall be designated to receive notices# unless followin persons g i specifically state to the contrary hereins i For City of Miami: city Attorney General Service Administration- Y Director's Office City of Miami i City of Miami - �t 1100 Amerifirst Building 1390 N. W. 20th Street { One S.E. Third Avenue Miami, FL 33133 Miami, FL 33131 (305) 575-5130 (305) 579-6700 i z.'a For Vendor: - Southern Bell Public Communications/Marketing 7740 N. W. 50th Street B-5 Miami, Florida 33166 (30) 8$3-1500 ME art ma change the person EF Y lay T Vs txces ox des .9Bate additionalp arsons to receive i e� 8060i&l type notices (e,(j, maintenance reports) upon. written 60tifio6ti6n to the ether party. All notices hereunder shall be made by United States Postal Service first class mail in a postage paid envelope addressed to the person designated to receive such notice and shall be effective upon receipt. Notices sent by either United States Postal Service Express, Certified or Registered Mail or by well known private express delivery companies shall also be acceptable. 23. INDEPENDENT CONTRACTOR. The Vendor is and shall remain an independent contractor with respect to the City and the Vendor agrees not to represent itself as an agent of the City for any matter unless prior written authority to do so has first been obtained. 24. WAIVER. Failure by either party to insist, in any instant, upon strict conformance by the other to any term herein or failure by either party to act in the event of a breach shall not be construed as a consent to or waiver of any subsequent breach of the same or of any term contained here. 25. SEVERABILITY. If any part of this Agreement is declared invalid, illegal or unenforceable, then the remaining parts of the Agreement shall still remain in full force and effect unless a material alteration in the position of one or both of the parties had resulted due to the elimination of the invalid, illegal or unenforceable Section. 26. FLORIDA LAW. This Agreement shall be construed and the legal relationships between the parties shall be determined in accordance with the laws of the State of Florida. � f i� 1-►i max. f ,.. r� Y 4 § _ �. - --- - o� PROM: Robert?. Clark Assistant city Attorney (To egraph co pany REFERENCES : C� - ^) ` ENCLOSURES The attaohed agreement bearing two additional sentenoes at the bottom of page 2 refleots the aotion taken by the City Commission at its soheduled meeting of July 27, 1989, Agenda Item No. le. Please substitute the attaohment for the agreement whioh was distributed in Agenda Pooket. RFC/AVL/ebr/P172 Attaohment r / motif ��. 89-'712: �.. .. r. - CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM 16 TO: The Honorable Mayor and Members DATE : FILE � of t City Commission J U L 1989 SUBJECT: Resolution Authorizing �the City Manager to / Execute an Agreement FROM : Cesar H. Odio REFERENCES with Southern Bell on City Manager Public Pay Phones ENCLOSURES: WA RECOMMENDATION: It is respectfully recommended that the City Commission adopt the attached resolution authorizing the City Manager to execute an agreement with Southern Bell Telephone & Telegraph Corporation for using an existing contract awarded by the City of Miami Beach for coin and credit public pay phone equipment and services throughout the City of Miami. This will enable the City to implement a city-wide sidewalk program that will not only provide additional revenues but will also allow the City to place public pay phones in critical locations in communities throughout the City. The proposed five year agreement will provide the City of Miami with additional revenue estimated to be $157,389 annually based upon 12% of the local intrrLATA revenue and 6% interLATA minutes of usage annually. The Department of General Services Administration was directed by the City Commission during the June 7, 1989 meeting to solicit _ proposals for public pay phones from small and minority -owned businesses and return to the City Commission in thirty (30) days. A total of three (3) minority public pay phone providers were notified. Subsequently a meeting was held to detail the requirements of the City's request with these firms. As a result of this process, no additional public pay phone vendors responded to our request with a firm proposal within the established time frame. BACKGROUND: The General Services Administration Department has analyzed and determined that it is in the best interest of the City of Miami to utilize the existing contract awarded by the City of Miami Beach for the purpose of implementing a city-wide sidewalk telephone program. This sidewalk program will provide the City with the opportunity to identify critical areas in communities throughout the City that at the present time are without public pay phones. There are no fees or expenses required from the City under this agreement. The proposed agreement will provide the t City..w.ith additional revenue estimated to be $157,389 annually baled. up.on. 124 of the local intraLATA revenue and 6% interLATA winotes, U94go annually. "+� f - wiy � �i�bs ='e._ `'re —:swu' ..�'.,,.. "�`:..o�+:.+�:�.,r�i`-� ':". .'a'.