HomeMy Public PortalAbout2001-27 Agreement with BellSouth Telecommunications, IncRESOLUTION NO. 2001-27
A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO
EXECUTE THE ATTACHED LICENSE AGREEMENT ON
BEHALF OF THE VILLAGE (LICENSEE), WITH
BELLSOUTH TELECOMMUNICATIONS, INC.
(LICENSOR), A GEORGIA CORPORATION, PROVIDING
FOR AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE AS FOLLOWS:
Section 1. That the Village Manager is hereby authorized to execute the attached
License Agreement, on behalf of the Village, with BellSouth Telecommunications, Inc., a Georgia
Corporation.
Section 2. BellSouth Telecommunications, Inc. (Licensor) grants the Village of Key
Biscayne (Licensee) the use of fifteen (15) parking spaces at the BellSouth Key Biscayne Facility.
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 10th day of April , 2001.
+`r4 MAYOR JOE I. RASCO
,
,ei/(6,1
CONCH1TA H. ALVAREZ, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
RICHARD JAY WEISS, VILLAGE ATTORNEY
LICENSE AGREEMENT
This LICENSE AGREEMENT ("License") is made and entered into this i I411
day of , 2001, by and between BellSouth Telecommunications, Inc., a
Georgia corporation with offices located at lOGG1 BellSouth Tower, 301 West Bay
St., Jacksonville, FL 32202 ("Licensor") and Village of Key Biscayne, 85 West
McIntire Street, Key Biscayne, FL 33149 ("Licensee").
PRELIMINARY STATEMENTS
A. The Licensor owns land and building with a paved parking lot located at
in Key Biscayne, Florida ("Premises"). A total of FIFTEEN (15) parking spaces in
Licensee's parking lot (the Spaces) are shown on Exhibit "A", attached and by
reference herein is hereby made a part of this license; and
B. Licensee desires to use the Premises for the parking of automobiles; and
C. The Licensor wishes to allow the Licensee to use the Premises.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:
1. Licensor does hereby grant to Licensee a license to use, subject to all of the
terms and conditions hereof, the Premises. Licensor and Licensee expressly
acknowledge and agree that this License is not a lease and that there is no
landlord/tenant relationship between Licensor and Licensee with respect to the
Premises.
2. Licensee will use and occupy the Premises solely for the purposes of parking
no more than fifteen (15) automobiles in the Spaces.
3. This License Agreement shall begin April 1, 2001 at 12:01 AM and shall
continue, unless terminated earlier, until midnight December 31, 2002.
4. Licensee shall not be obligated to pay to Licensor any license fee ("License
Fee") throughout the term of this License Agreement.
5. Any notices from Licensor to Licensee shall be sent to:
Mr. C. Samuel Kissinger, Village Manager
Village of Key Biscayne
85 West McIntire Street
Key Biscayne, FL 33149
6. Any notices from Licensee to Licensor shall be sent to:
BellSouth Telecommunications, Inc.
Attn: Douglas R. Gilbert
Manager -Corporate Real Estate & Services
20075 — 675 West Peachtree Street, NE
Atlanta, GA 30375
7. If Licensee, its employees or agents shall inflict any damage to or upon the
Premises, Licensee shall promptly pay Licensor the cost for repair and/or restoration
of the same at its sole cost and expense.
8. In the event that Licensee fails to vacate its use of the Premises upon the
expiration, cancellation, or revocation of this License, then Licensee shall be deemed a
trespasser and Licensor shall immediately be entitled to remove Licensor and its
property from the Premises without legal process.
9. This Agreement shall not be deemed to give or grant to Licensee the
exclusive use of the Premises at any time, nor shall this License be assignable by
Licensee in whole or in part.
10. Licensor shall not be liable to Licensee if for any reason whatsoever
Licensee's use of the Premises hereunder shall be hindered or disturbed.
11. Licensee shall exercise its privileges hereunder at its own risk, cost and
expense. Consequently, to the fullest extend authorized by Section 768.28, Florida
Statutes, Licensee agrees it will indemnify and save harmless Licensor from any and
all liability, damage, expense, cause of action, suits, claims, judgments and cost of
defense arising out of, or in any way connected with, the use of the Premises by
Licensee. Under no circumstances shall Licensor be liable to Licensee for any reason
whatsoever arising out of Licensee's use of the Premises.
12. If any action at law or equity is necessary to enforce or interpret the terms
of this License Agreement, the prevailing party shall be entitled to reasonable
attorney's fees, costs and expenses in addition to any other relief to which it may be
entitled.
13. The individuals executing this License on behalf of Licensor and Licensee,
respectively, warrant and represent that they have the authority to do so.
14. Licensee shall, at its own cost and expense, obtain and maintain in full
force and effect at all times during the term hereof, insurance coverage, or self
insurance as allowed for municipalities, as specified below; each insurance policy
shall contain a waiver of subrogation endorsement for loss or damage as required
below, including coverage necessary to indemnify Licensor pursuant to all such
indemnification provisions of this License, and each policy to name Licensor as an
"Additional Insured" and to be in such form of policy and issued by such insurers
as shall be satisfactory to Licensor:
a) Commercial General Liability insurance in an amount not less
than $1,000,000 combined single limit;
b) All Risks insurance including, but not limited to, coverage for
fire and extended coverage. Coverage shall be provided on a full
replacement cost basis and the Licensee shall bear any deductible expense
associated with any loss. The Licensee and the Licensee's insurer(s) hereby
waive any claim or right of action which it may have against the Licensor
for loss or damage to be covered;
c) Worker's Compensation as required by the laws of the State of
Florida. Said policy shall contain a waiver of subrogation endorsement to
the extent Licensor is indemnified by Licensee;
d) Licensee shall maintain Employer's Liability insurance with
limits of not less that $500,000 per employee any one accident, $500,000
per employee by disease and $500,000 policy limit by disease; and
e) If the use of vehicles is involved in Licensee's business, then the
Licensee shall maintain Comprehensive Vehicle Liability insurance with
limits of not less than $1,000,000 combined single limit.
The Licensee and the Licensee's insurer(s) hereby waive and release any
and all claims or right of action or subrogation which they may have
against the Licensor for loss or damage incurred by the Licensee or the
Licensee's insurer(s).
Licensee shall deliver to Licensor certificates of insurance (or certified
copies of the required insurance policies, if deemed necessary by Licensor),
evidencing the above -required coverages before entering the Premises. If
Licensee elects to self insure as provided hereinabove, it will furnish
Licensor with a certificate of self insurance.
Each insurer under the policies required hereunder shall agree by
endorsement on the policy issued by it or independent instrument
furnished to Licensor that said insurer(s) will give Licensor not less than
thirty (30) days prior written notice before the policy or policies in
question shall be altered, canceled, or of any material change in the
coverages required by this License
Should Licensee fail to obtain or maintain in effect the insurance required
herein, or fail to pay the premiums therefor, or fail to deliver said policies,
certificates or duplicates thereof to Licensor, Licensee shall indemnify and
hold harmless from all loss or damage incurred by Licensor arising out of
any such failure and Licensor may, at its option, elect to obtain said
insurance and pay the requisite premiums therefor, in which event the
Licensee shall pay to Licensor upon demand all sums so expended by
Licensor, or Licensor, at its option may elect to consider this a default of
the License and immediately cancel the term hereof. Failure or decision of
the Licensor not to exercise either option shall in no way release the
Licensee from any of its responsibilities as defined in this License.
Unless otherwise required by Licensor in writing at any time during the
term hereof, said insurance coverages required to be maintained by the
Licensee shall be written by insurance companies rated not less than B+ X
by A.M. Best Rating guide.
Licensee shall not, without Licensor's prior written consent, use the
Premises in any manner which will increase the insurance premium costs
or invalidate any insurance policies carried on the Premises, nor shall
Licensee do or cause to be done or permit or keep on the Premises
anything which will have a like effect upon any such insurance policies. If,
because of anything done, caused to be done, permitted or omitted by
Licensee or its agents, servants, employees whether or not acting in the
scope and course of their employment, licensees, assignees or
undertenants, the premium rate for any kind of insurance in effect on the
Premises shall be raised, or if Licensor should consent to a use of the
Premises by Licensee which shall cause an increase in the premium rate
for such insurance, Licensee shall pay Licensor on demand the amount of
any such increase in premium. If Licensor shall demand that Licensee
remedy the condition which caused any such increase in an insurance
premium rate, unless Licensor has otherwise consented to the condition in
writing, Licensee shall remedy such condition within five (5) days after
receipt of such demand. All property kept, stored, maintained or
permitted within the Premises by Licensee shall be at Licensee's sole risk.
15. In- accordance with the Licensor's policy with respect to contractor
relationships, it is hereby stipulated by the undersigned representative of the Licensee
that to the best of his knowledge and belief, the Licensee has not employed, retained,
induced, or directed any person employed by the Licensor to solicit or secure this
License Agreement, offer, understanding, or implication involving any form of
remuneration whatsoever. The Licensee agrees that in the event of an allegation of
substance (the determination of which will be made solely by the Licensor) that this
Paragraph has been violated, the Licensee will cooperate in a reasonable manner with
the Licensor in establishing whether the allegation is true.
16. This License Agreement contains and embodies the entire agreement
between the parties hereto, and no representations, inducements or agreements, oral
or otherwise, between the parties not contained and embodied in this License
Agreement shall be of any force and effect; and that this License Agreement may not
be modified, changed or terminated in whole or in part in any manner other than by
an agreement in writing duly signed by Licensor and Licensor.
17. Either party may cancel this License for any reason by providing the other
party with written notice of said cancellation at least thirty (30) days prior to date of
cancellation.
18. Licensee agrees to make Exhibit "B", attached hereto and made a part of
this Agreement by reference herein, a part of this License. Said Exhibit defines
Licensor's requirements of Licensee regarding non-discrimination compliance.
19. The Laws of Florida shall govern the interpretation, validity, performance
and enforcement of this License.
20. Licensee represents and warrants to Licensor that Licensee shall
indemnify, defend, and hold Licensor harmless from any and all liability, claims,
costs, fines, fees, actions, or sanctions asserted by or on behalf of any person or
governmental authority arising from or in connection with Licensee's use or misuse,
handling or mishandling, storage, spillage, discharge, seepage into waterbodies or the
groundwater supply, or release into the atmosphere of any hazardous materials,
pollutant, or contaminant, whether solid, liquid or gas. Licensee shall not release
hazardous materials, pollutants, and contaminants on the Premises. Notwithstanding
the foregoing, in the event Licensee learns of any discharge upon the Premises of any
hazardous material, pollutant or contaminant, Licensee shall immediately notify
Licensor in writing of same no later than ten (10) days from the date in which
Licensee learns of the discharge, and Licensee shall immediately undertake to contain,
remove, and abate the discharge. Failure of Licensee to comply with the provisions of
this paragraph shall constitute an event of default.
IN WITNESS WHEREOF, Licensor and Licensee have caused this License
Agreement to be signed in their names by their duly authoriz • s representatives on the
day and year first written above.
Witnesses:
9114/144t,thl
Witnesses:
LICENSOR:
BELLSOUTH TELECOMMUNICATIONS, INC.
Name fl dglas R. Gilbert
Title: Manager — Corporate Real Estate &
Services, as authorized agent
NSEE:
OF KEY BISCAYNE
Sam
illade
1 Kissinger
Manager
STATE OF FLORIDA
COUNTY OF MIAMI—DADE
The foregoing instrument was acknowledged before me this 11 day of
April , 2001, by C. Samuel Kissinger , whose title is
Village Manager of the Village of Key Biscayne, Florida. He/she is
personally known to me and did/did not take an oath ,9
STATE OF GEORGIA
COUNTY OF Pit/4-10 h
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Notary Pub
''' Y',v''•. CAROLYN P. GREAVES
*' a.6 = MY COMMISSION # CC 846376
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The foregoing instrument was acknowledged before me this o7v day of
it/ ! , 2001, by Douglas R. Gilbert., whose title is Manager -Corporate
Real )✓state & Services as authorized agent of BellSouth Telecommunications, Inc., a
Georgia corporation. He is personally known to me and did not take an oath.
Notary Pubs Gwinnett County Gents
My Commission Expires August 29th 2004
Exhibit "A"
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Exhibit "B"
Non -Discrimination Compliance Agreement.
To the extent that this agreement provision is subject to them,
Licensee shall comply with the applicable provisions of the following
Executive Order No. 11246, Executive Order No. 11625 Section B of the
Small Business Act, as amended, Railroad Revitalization and Regulatory
Reform Act of 1976, Executive Order No. 11701, Executive 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 Executive Orders and Statutes listed above. Monetary
amounts or contractual or purchasing relationships, including rentals,
together with the number of the Licensee'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 this agreement:
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 -
1 Standard Form 100) is being followed.
5. Inclusion of the "Utilization of Minority Business Enterprises"
clause in all contracts and orders.
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 $5,000
8
$50,000 to $500,000
1, 2, 3*, 4*, 5, 6
7, 8
$5,000 to $10,000
$10,000 to $50,000
8
1,2,5,6,7,8
$500,000 or more
1,2,3",4*,5
6, 7, 8
* Applies only for business 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.
2. Certification of Non -Segregated Facilities
The Licensee certifies that it does 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 contract.
3. Certification of Affirmative Action Program
The Licensee 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
The Licensee 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 this agreement.
(b) The Licensee agrees to use his best effort to carry out this
policy in the award of his contracts 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 percent 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. Licensee may rely on written
representations by contractors regarding their status as
minority business enterprises in lieu of an independent
investigation.
6. (a)
The Licensee agrees to establish and conduct a program
which will enable minority business enterprises (as defined
in paragraph 5) to be considered fairly as contractors and
suppliers under the contract. In this connection, the
Licensee shall:
(1) Designate a liaison officer who will administer the
Licensee's minority business enterprises program.
(2) Provide adequate and timely consideration of the
potentialities of know minority business enterprises
in all "make or buy" decisions.
(3)
Assure that know minority business enterprises will
have an equitable opportunity to compete for
contracts, particularly by arranging solicitations,
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 contracts which offer
substantial minority business enterprises contracting
opportunities.
(6) Cooperate with the Government's Contracting
Officer in any studies and survey of the Collection
Representative's minority business enterprises
procedures and practices that the Contracting
Officer may from time to time conduct.
(7)
Submit periodic reports of subcontracting to know
minority business enterprises with respect to the
records referred to in subparagraph (4) above in
such form and manner 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 Executive 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. Employment of the Handicapped
In accordance with the Executive 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 to be made a part of
Government contracts and subcontracts.
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