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HomeMy WebLinkAboutExhibit 1at8t SPECIAL CONSTRUCTION AGREEMENT Project #: 8349280 Authority: 1 ME04129B AT&T Contact: Ariel Gonzalez Telephone #: 305-222-0951 Customer Name: City of Miami Customer Number: 305-416-1243 Work Site Address: 3500 Pan American Dr This Special Construction Agreement ("Agreement") is entered into by and between BellSouth Telecommunications, LLC. d/b/a AT&T Southeast ("AT&T") and the City of Miami ("Customer"). AT&T and Customer hereby agree to the following terms and conditions: 1. Tariffs/Guidebooks. This Agreement is subject to and controlled by the provisions of AT&T's tariffs/guidebooks as applicable and all such revisions to said documents as may be made from time to time. 2. Special Construction. This Agreement is for the special construction as further described an Exhibit 1, attached hereto and incorporated herein by this reference ("Special Construction"), As consideration for the Special Construction, Customer shall pay to AT&T $77,919.10 ("Special Construction Charges"). Payment in full is required within thirty days after AT&T issues an invoice to the Customer for the Special Construction Charges. 3. Early Termination. Should Customer terminate or cancel this Agreement prior to the completion of construction, Customer shall remain liable for the Special Construction Charges. Customer acknowledges and agrees AT&T shall incur substantial up -front costs in connection with its performance under this Agreement and that damages in the event of such early termination or cancellation are not readily ascertainable and that in such event of early termination payment of the Special Construction Charges is reasonable, Customer further acknowledges and agrees that it hereby waives any right to contest such payment of the Special Construction Charges for any reason, including, but not limited to reasonableness of the charges, quality of the work, or timeliness of the work. 4. Limitation of Liability. AT&T's maximum liability arising in, out of or in any way connected to this Agreement shall be as set forth in the tariffs and in no event shall exceed Special Construction Charges paid by Customer to AT&T. 5. Severabitity. Any provision of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. 6. Successors and Assigns. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns. T. Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. 8. Effect of Waiver. No consent or waiver, express or implied shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty. 9. Headings. The headings, captions, and arrangements used in this Agreement are for convenience only and shall riot affect the interpretation of this Agreement. �s �2 t i 3-Ro L- at&t 10. Modification. This Agreement constitutes the entire agreement between the parties and can only be changed in a writing or writings executed by both of the parties. Each of the parties forever waives all right to assert that this Agreement was the result of a mistake in law or fact. 11. Interpretation. The parties agree that this Agreement shall not be interpreted in favor or against either any party. The parties further agree that they entered into this Agreement after conferring with legal counsel, or after having a reasonable opportunity to confer with legal counsel. 12_ Applicable Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Florida, without regard to Florida's conflict of law principles. Venue in any proceedings shall be in Miami -Dade County, Florida, 13. Attorneys' fees. If either party materially breaches this Agreement and should the non - breaching party seek to enforce it rights through legal action, each party shall bear their own attorney's fees. 14. Authority. The signatories to this Agreement represent and warrant that they are duly authorized to execute this Agreement. 15. No Precedent. Except for the matters resolved and released herein, this Agreement is of no value and shall not be considered precedent for resolving any dispute that may arise in the future. 16. Final Agreement. THIS AGREEMENT REPRESENTS THE ENTIRE AND FINAL EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES; THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AGREEMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BOTH PARTIES, at&t IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representative on the dates set forth below. This quote is only valid for 60 days from the date of this letter, By By Title Date CUSTOMER Printed Name Authorized Signature AT&T Southeast By Ariel Gonzalez Printed Name By Authorized Signa ure Title MGR OSP PLNG & ENGRG DESIGN Date 12/11/2012 City of Miami, a municipal ATTEST: corporation of the State of Florida Todd Hannon, City Clerk Johnny Martinez, P.E., City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie O. Bru, City Attorney Calvin Ellis, Director Risk Management Department atsrt EXHIBIT 1 DESCRIPTION OF SPECIAL CONSTRUCTION RELOCATE AT&T BURIED CABLES AND CONDUITS IN THE PARKING LOT AREA OF 3500 PAN AMERICAN DR. THE EXISTING AT&T FACILITIES ARE IN CONFLICT WITH A FUTURE BUILDING BEING PLANNED AT THE SITE OF THE DOCK MASTERS OFFICE IN DINNER KEY MARINA.