Backup Documents 03/24/2026 Item #16F 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE F
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attomey Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. County Attorney Office County Attorney 3/24/26
Attn. Courtney L. DaSilva CO
2. BCC Office Board of County Commissioners
DU c 12,
3. Minutes and Records* Clerk of Court's Office ,
*NOTE TO MINUTES AND RECORDS: ,
Please return an electronic copy of agreement to Sonja.Stephenson@colliercountyfl.gov
512-1k PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above,may need to contact staff for additional or missing information.
Name of Primary Staff Sonja Stephenson/Real Property Phone Number 239-252-8073
Contact/ Department Management
Agenda Date Item was 3/24/26 Agenda Item Number 16.F.1
Approved by the BCC
Type of Document Third Amendment Number of Original 1
Attached Documents Attached
PO number or account N/A
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature?STAMP OK SS
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed SS
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the SS
document or the fmal negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's SS
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain Ca)
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 3-24-26,and all changes made during SS N/A is not
the meeting have been incorporated in the attached document. The County an option for
Attorney's Office has reviewed the changes, if applicable. this line.'
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the CAD an option for
Chairman's signature. this line.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
VCCtie*! company Ste IC tiS•F.•8015 r PINECREST.Type?;Tu-682;
Customer 5
THIRD AMENDMENT TO AGREEMENT FOR THE PROVISION OF TELECOMMUNICATION SERVICES AND
FACILITIES
THIS THIRD AMENDMENT TO AGREEMENT FOR THE PROVISION OF TELECOMMUNICATION
SERVICES AND FACILITIES(this 'Amendment-)is entered into this /?wrcX 2% 26126 by ano between
Venice. Bridge S3 Assets. LLC. a Delaware limited liability company ('Company') and Goiter County, a political
subdivision of the State of Florida whose mailing address is in care of Real Property Management. 2685 Horseshoe
Dr.Soutn, Suite 103 Naples FL 34104("Customer'i
RECITALS
WHEREAS Company and Customer are parties to that certain Agreement 'or the Provision of
Telecommunication Services and Facilities dated May I. 1997. as amended by that certain First Amendment to
Standard Agreement for Centraa Office Space Lease and License dated October 23,2001 and as further amended oy
that certain Second Amendment to Agreement for the Provision of Telecommunication Services and Facpit:es dated
December 11 2C18(the`Agreement': whereby Company grants to Customer the right to Jse certain space for the
rsta!iafo:1 and operaton of certain communications eauipment'ocated at 33943 Loop Road.Ochooee. =L 34141 (the
Premises and
WHEREAS Company and Customer. in their mutual interest. wish to amend the Agreement as set `orth
below
NOW,THEREFORE,in consideratio^of the foregoing and other good and valuable consideration.the receipt
and sufficiency a`which are hereby acknowledged Company and Customer agree as fo lows
'. Term Extension Company and Customer acknow,edge that without giving effect to this Amendment the
current term of the Agreement is slated to expire on April 30.2026,and Customer has no remaining renewa
terms Company and Customer mutually desire to and hereby agree to add Five(5)successive Five (5)year
renewal terms (each, a "'Renewal Tim, ) to the Agreement. Each Renewal Term shaN commence
automatically unless Customer notifies Company of its intent,o^ to not renew tie Agreement at feast c-e
hundred eighty (180) days prier to the expiration of the then current term Accordingly follcwng the f„'
execution of this Amendment the current term of the Agreement shad expire on April 30. 2026 ano the
Agreement shall have a final term expiratior• sate of .Apri 3C. 2051 On the event al Renewa, Twins are
utilized)
2. Notice Addresses Company s notice addresses under the Agreement are heresy ame^des to the foilowi^g
Con•'ca^r Vertical Bridge S3 Assets. LLC
22 W Atlantic Ave. Suite 310
Defray Beach.Florida 33444
Attn: Leasing Administration
Ref Site US•FL-8015
With a copy to Vertical Bridge S3 Assets, LLC
22 W Atla^tic Ave Suite 310
Delray Beach Florida 33444
Attn General Counse
Ref Site. US-FL-8015
1
Company Site ID:US-FL-8015/PINECREST-Type2/TL-6827
Customer Site ID:./.
THIRD AMENDMENT TO AGREEMENT FOR THE PROVISION OF TELECOMMUNICATION SERVICES AND
FACILITIES
THIS THIRD AMENDMENT TO AGREEMENT FOR THE PROVISION OF TELECOMMUNICATION
SERVICES AND FACILITIES(this"Amendment")is entered into this by and between
Vertical Bridge S3 Assets, LLC, a Delaware limited liability company ("Company"), and Collier County, a political
subdivision of the State of Florida, whose mailing address is in care of Real Property Management, 2685 Horseshoe
Dr. South, Suite 103, Naples, FL 34104 ("Customer").
RECITALS
WHEREAS, Company and Customer are parties to that certain Agreement for the Provision of
Telecommunication Services and Facilities dated May 1, 1997, as amended by that certain First Amendment to
Standard Agreement for Central Office Space Lease and License dated October 23, 2001,and as further amended by
that certain Second Amendment to Agreement for the Provision of Telecommunication Services and Facilities dated
December 11, 2018(the "Agreement"), whereby Company grants to Customer the right to use certain space for the
installation and operation of certain communications equipment located at 33943 Loop Road, Ochopee, FL 34141 (the
"Premises") ; and
WHEREAS, Company and Customer, in their mutual interest, wish to amend the Agreement as set forth
below.
NOW,THEREFORE, in consideration of the foregoing and other good and valuable consideration,the receipt
and sufficiency of which are hereby acknowledged, Company and Customer agree as follows.
1. Term Extension. Company and Customer acknowledge that without giving effect to this Amendment, the
current term of the Agreement is slated to expire on April 30,2026, and Customer has no remaining renewal
terms. Company and Customer mutually desire to and hereby agree to add Five(5)successive, Five (5)year
renewal terms (each, a "Renewal Term") to the Agreement. Each Renewal Term shall commence
automatically unless Customer notifies Company of its intention to not renew the Agreement at least one
hundred eighty (180) days prior to the expiration of the then current term. Accordingly, following the full
execution of this Amendment, the current term of the Agreement shall expire on April 30, 2026 and the
Agreement shall have a final term expiration date of April 30, 2051 (in the event all Renewal Terms are
utilized).
2. Notice Addresses. Company's notice addresses under the Agreement are hereby amended to the following:
Company: Vertical Bridge S3 Assets, LLC
22 W Atlantic Ave, Suite 310
Delray Beach, Florida 33444
Attn: Leasing Administration
Ref. Site: US-FL-8015
With a copy to: Vertical Bridge S3 Assets, LLC
22 W Atlantic Ave, Suite 310
Delray Beach, Florida 33444
Attn: General Counsel
Ref. Site: US-FL-8015
1
CAO
16Fl
vertjca ibE tt 1!Via,° Company Site ID:US-FL-8015/PINECREST-Type2/TL-6827
Customer Site ID:./.
3. Other Terms and Conditions Remain. In the event of any inconsistencies between the Agreement and this
Amendment,the terms of this Amendment shall control. Except as expressly set forth in this Amendment,the
Agreement is unmodified and remains in full force and effect. Each reference in the Agreement to itself shall
be deemed also to refer to this Amendment.
4. Capitalized Terms.Capitalized terms used herein but not defined shall have the same meanings ascribed to
such terms in the Agreement.
5. Binding Effect.This Amendment shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and assigns.
6. Authority. Company and Customer each represent and warrant that the person signing this Amendment on
its behalf is duly authorized to do so and that this Amendment, as so executed, constitutes a legal, valid and
binding obligation of the parties hereto.
REMAINDER OF PAGE INTENTIONALLY BLANK
SIGNATURE PAGE TO FOLLOW
2
CAO
Docusign Envelope ID:649B80EA-7F1D-4C30-BB20-B113D845464E
1 6 F 1
Vert l a l` Company Site ID:US-FL-8015/PINECREST-Type2/TL-6827
Customer Site ID:.I.
IN WITNESS WHEREOF, Company and Customer have caused their properly authorized representatives to
execute this Amendment on the dates set forth below, and this Amendment shall be effective as of the date first set
forth above.
Company:
Vertical Bridge S3 Assets, LLC
• a Delaware limited liability company
By:
Tim Tuck
Name:
Title: SVP - Lease Admi ni strati on
3/4/2026
Date: rr rr
Cesar Fermin Blair Crawford
DATED: a 1, -fO/21)24. Customer:
ATTEST BOARD OF COUNTY COMMISSIONERS
JPal�.Ktnzel,Clerk of the COLLIER COUNTY, FLORIDA
f` CircuirCQt1,and Comptroller
Deputy Clerk Dan Kowal, Chairman
,Attest,as to Chairman's
signature only
Approved as to form and legality:
CC/(Mg Z-CJd slug,Assistant County Attorney
3
T ` Exhibit A
Page 1 of PageZ1
Article 1
Collier County
• SPRINT-FLORIDA, INCORPORATED
AND
COLLIER COUNTY
AGREEMENT FOR THE PROVISION OF
TELECOMMUNICATION SERVICES AND FACILITIES
ARTICLE 1
GENERAL PROVISIONS
This Article, effective as of the 1st day of May 1997, between Sprint-Florida, Incorporated
(herein referred to as "Sprint" or "Company"), and Collier County (herein referred to as "Collier
County" or "Customer"), sets forth the terms, conditions and compensation for the provision of
certain telecommunication services as hereafter described. In consideration of the mutual
promises herein contained, the parties agree as follows:
SECTION I
SCOPE
This Agreement covers certain services provided by Sprint to Collier County. The services
subject to this Agreement and the terms and conditions pursuant to which they will be supplied
by Sprint to Collier County are defined in this and the various other articles of this Agreement.
• Those other articles and their application to Article 1 may be modified from time to time. The
Articles in effect are identified in Exhibit 1 to Article 1. Where any article to this Agreement
specifically defines terms, conditions or standards different from those identified in Article 1,
such terms, conditions or standards shall control. This Agreement specifies the terms,
conditions and compensation under which Sprint will provide services to Collier County. It also
specifies the terms that govern the protection of proprietary information provided by either party
pursuant to this Agreement.
SECTION II
METHODS AND PRACTICES
Sprint agrees to provide the services described in this Agreement in a manner that equals or
exceeds the accepted industry performance standards for network quality, planning,
maintenance, and testing in effect during the term of this Agreement, unless the parties
otherwise agree. Whenever an article specifically defines performance standards, such
standards shall govern the services provided pursuant to that article and shall supersede those
identified in Article 1.
•
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4/16/97
• Exhibit A
Page Z of Page
Article 1
Collier County
•
SECTION III
DEFINITIONS
For purposes of this Agreement, the following terms shall have the following meanings:
1. Access Service means services used in the origination or termination of interexchange
telecommunications.
2. Agreement means Article 1 - General Provisions and all other articles (including exhibits and
attachments) that are in effect at a given time.
3. Audit/Review means an on-site visit for the purpose of reviewing the records and procedures
of a party to this Agreement relative to the provisioning of a service.
4. Claim means written notification from one of the parties that billing rendered or revenue
remitted is in error (based on evidence provided by that party and verifiable by the other
party). A claim may affect the revenues or expenses of either party.
5. Claim Amount means an estimate of the principal dollar amount of the claim (excluding any
penalty charges).
6. Claim Number means a unique identifier assigned by the party initiating the claim for the
• purpose of identifying and tracking a claim. Audit/Review findings that constitute a claim
shall be assigned a claim number.
7. Compensation means the amount of money due from Collier County to Sprint or from Sprint
to Collier County for services provided under this Agreement.
8. Concurred Claim means when the parties reach agreement on the terms of settlement for a
claim.
9. Data Request means the comprehensive list of data elements, reports, systems, bills, etc. to
be examined during an on-site review.
10. Dispute means an unresolved claim requiring formal, written escalation for resolution.
11. Exchange or Local Exchange means a geographic area within which a telephone company
may provide telephone exchange service as defined in Section 3(r) of the Communications
Act of 1934, as amended, 47 U.S.C. 153(r).
12. Information means information designated proprietary by a party pursuant to Section IV of
Article 1.
13. Inquiry means a verbal or written communication between the parties to initiate the
investigation or clarification of certain items or procedures.
•
4/16/97
4
Exhibit A Pagea of Page al 1 6 F 1
Article 1
Collier County
•
14. Intraexchange means within the exchange.
15. IntraLATA Telecommunications means telecommunications within a LATA.
16. Interexchanoe means between exchanges and may, depending upon applicable tariffs,
include extended area services and toll services.
17. InterLATA Telecommunications means telecommunication services offered between LATAs.
18. Investigation means the review of a single issue or a specific topic relating to the
provisioning of a service.
19. LATA or Local Access and Transport Area mean a geographic area encompassing one or
more local exchange areas within which a Bell Operating Company or its successor may
provide telecommunications services, plus associated independent telephone company
exchanges. LATA also means a geographic area encompassing one or more local
exchange areas within which an independent telephone company or companies, not
associated with a Bell Operating Company LATA, provide telecommunications services and
which for the purpose of exchange access service are treated as a single access service
area.
20. Late Payment Charge means the interest that may be added to amounts owing resulting
• from settlement of claims or disputes or as a result of payment not being rendered by the
payment due date.
21. Non-owner means the party that has contracted for a service under this Agreement.
22. Notice of Dispute means a written notice so designated, which identifies the dispute and
initiates formal escalation consistent with the procedures and requirements set forth herein.
23. Owner means the party owning and providing a particular service under this Agreement.
24. Party means Sprint or Collier County, or both, as the context shall require.
25. Payee means the party submitting a bill to the other party.
26. Pavor means the party to which a bill is submitted by the other party.
27. Point of Presence (POP) means the location(s) within a LATA at which an interexchange
carrier obtains access service.
28. Resolved Claim means a claim that has been resolved as a result of concurrence and
receipt/verification of the settlement amount or by withdrawal of the claim by the originator.
29. Respondent means the party against which a claim is made.
•
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Exhibit A
Page M of Page
Article 1
Collier County 6
•
30. System of Collier County means the interexchange switching, recording, operator service
and transmission facilities owned by Collier County or leased by Collier County from others
that route, switch, assist and transport Collier County' s traffic (excluding facilities leased by
Collier County to others).
31. System of Sprint means the interexchange switching, recording, operator service and
transmission facilities owned by Sprint or leased by Sprint from others that route, switch,
assist and transport Sprint's traffic (excluding facilities leased by Sprint to others).
32. Telecommunications means the transmission, emission or reception of information, signals
or messages between or among points specified by the user.
SECTION IV
PROTECTION OF PROPRIETARY INFORMATION
Any information including, but not necessarily limited to, specifications, drawings, sketches,
models, samples, data, computer programs and other software or documentation of one party
that is furnished or available or otherwise disclosed to the other party pursuant to this
Agreement ("Proprietary Information") shall be deemed the property of the disclosing party. Any
information intended to be covered by the provisions of this Section must be specifically
designated in writing or appropriately marked designating its proprietary status. Proprietary
information shall be subject to the following terms and conditions:
A. Proprietary information shall be returned to the disclosing party upon request. Unless
proprietary information was previously known to the receiving party free of any obligation to
keep it confidential or has been or is subsequently made public by an act not attributable to
the receiving party, or is explicitly agreed to in writing not to be regarded as confidential, it:
(a) shall be held in confidence by the receiving party and its employees, contractors and
agents; (b) shall be disclosed only to those employees, contractors, agents, or affiliates who
have a need for it in connection with this Agreement and shall be used only for such
purposes; and (c) may be used for other purposes only upon such terms and conditions as
may be agreed upon in writing by Collier County and Sprint. If information marked
proprietary and given to the receiving party was previously known to the receiving party and
if the receiving party had no obligation to keep such information confidential, the receiving
party shall immediately notify the disclosing party of such prior knowledge. Neither party
shall disclose, disseminate or release any proprietary information to anyone who is not an
employee, contractor, agent or affiliate having a need for it in connection with this
Agreement unless otherwise agreed upon in writing prior to any such disclosure,
dissemination or release. The receiving party shall require any person not its employee or
affiliate to whom it discloses proprietary information to sign an agreement to protect that
proprietary information to the same extent the receiving party is obliged to protect that
proprietary information under this Section. Such an agreement shall be signed prior to
disclosing any proprietary information to the person not an employee or affiliate of the
receiving party.
B. Neither party shall be held liable for any errors or omissions in any proprietary information or
• for any loss or damage arising out of the other party's use of any such proprietary
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Exhibit A
Page 5 of Page 21
Article 1
Collier County I 6 F I
information. Nothing in this Agreement shall require or prohibit the payment of an
appropriate fee by one party to the other party for the use of any proprietary information
covered by this Agreement.
C. Each party agrees to give notice to the other party of any demands to disclose or provide
proprietary information under lawful process prior to disclosing or furnishing such proprietary
information and agrees to cooperate in seeking reasonable protective arrangements
requested by the other party. In addition, any party may disclose or provide information of
the other party requested by a government agency having jurisdiction over the party;
provided that the party makes all reasonable efforts to obtain protective arrangements
satisfactory to the party owning the proprietary information; and provided further that the
party owning the proprietary information may not unreasonably withhold approval of the
protective arrangements.
D. No rights whatsoever are granted, by license or otherwise, by this Agreement with respect to
proprietary information except as needed for the purposes of this Agreement or as
authorized by the disclosing party in writing.
E. In the event either party discloses, disseminates or releases any proprietary information
received from the other party outside the terms of this Agreement, the other party may
refuse to provide any further proprietary information and may demand prompt return of all
proprietary information previously provided to such party; such refusal to provide any further
• proprietary information shall not constitute a breach of this Agreement. These provisions are
in addition to any other remedies the party may have.
Interconnection standards that either party has a legal obligation (independent of this
Agreement) to provide to the other party shall not be considered proprietary information for
purposes of this Agreement.
The provisions of this Section shall remain in effect for one (1) year after termination of this
Agreement unless otherwise agreed in writing by both parties.
SECTION V
RESTORATION OF SERVICE IN THE EVENT OF OUTAGES
Restoration of service resulting from service outages due to equipment failures, human error,
fire, natural disaster, acts of God, or similar occurrences shall be provided as follows:
Restoration priority shall be afforded to those network elements and services affecting national
security or emergency preparedness capabilities and those affecting public safety, health and
welfare as those elements and services are identified by the appropriate government agencies.
All other service shall be restored as expeditiously as practical.
SECTION VI
LIABILITY FOR OUTAGE
The liability of Sprint in connection with the services provided to Collier County under this
•
Agreement shall be limited to a credit for outage time unless the outage is the result of gross
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Exhibit A
Page of Pagej
Article 1
Collier County 1, 6 r i
•
negligence or willful misconduct by Sprint, their employees, agents, or contractors. Such credit
shall be limited to an amount equal to that portion of the charges owing under this Agreement
from Collier County to Sprint and attributable to the services provided by Sprint for the duration
of the outage and shall be based on a proportionate reduction of such charges. Any claim or
demand for credit as a result of any such outage shall be waived unless presented in writing
within one (1) year after the date of the outage.
SECTION VII
EXCHANGE OF INFORMATION
This Agreement provides for the exchange of certain information by the parties and the
provision of services and facilities hereunder and administration of this Agreement. Also, each
party to this Agreement shall provide to the other party data in sufficient detail to meet the other
party's needs in support of jurisdictional separations, access/service planning and interLATA/
intraLATA network planning requirements. Any request for data should include an explanation
of intended use. Where any such information is not otherwise required to be provided under
this Agreement and is not otherwise developed by any party, such party may condition
furnishing such information upon the other party's agreement to pay the reasonable expenses of
developing such information. Upon written request, each party shall provide information
reasonably necessary to enable the other party to estimate charges under this Agreement for
the following twelve (12) months; however, unless otherwise agreed, such information need not
be furnished more frequently than semiannually.
• In the event that any data or information exchanged or provided pursuant to or in contemplation
of this Agreement, that is an estimate or forecast or is based on an estimate or forecast, turns
out to be inaccurate, neither party shall have any liability to the other party or any other person
in the absence of willful misconduct. In addition, the party providing any estimate or forecast
shall not be bound by such estimates, forecasts and information with respect to future terms and
rights under this Agreement.
SECTION VIII
PRESERVATION OF RIGHTS OF THE OWNER
Neither the provision of any services by Sprint to Collier County under this Agreement nor the
payment by Collier County for such services shall create or vest in Collier County any easement,
ownership, or property rights of any nature in any facilities used to provide service under this
Agreement.
SECTION IX
INDEPENDENT CONTRACTORS
Each party agrees that it shall perform its obligations hereunder as an independent contractor
and not as the agent, employee or servant of the other party. Each party has and hereby
retains the right to exercise full control of and supervision over its own performance of the
obligations under this Agreement.
•
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Exhibit A ?1
Page of PageA
Article 1
Collier County
1 6 F 1
•
SECTION X
FORCE MAJEURE
Neither party shall be held liable for any delay or failure in performance of any part of this
Agreement from any cause beyond its control and without its fault or negligence, such as acts of
God, acts of civil or military authority, government regulations, embargoes, epidemics, war,
terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods,
strikes, power blackouts, volcanic action, lightning, other major environmental disturbances,
unusually severe weather conditions, inability to secure products or services of other persons or
transportation facilities, destruction of or damage to facilities (i.e. cable cuts), or acts or
omissions of transportation common carriers.
SECTION XI
COMPLIANCE WITH EMPLOYMENT LAWS
All obligations under this Agreement shall be performed in compliance with all applicable laws
prohibiting discrimination against any employee or applicant for employment because of race,
color, religion, sex, national origin, age or handicap. Where required by law, certificates of
compliance shall be provided.
Each party shall comply with the provisions of the Fair Labor Standards Act of 1938, as
amended, and all other applicable federal, state and local laws governing employment.
• SECTION XII
BILLING ARRANGEMENTS
Accounts of compensation for services provided under this Agreement shall be as specified in
the articles. Applicable taxes shall be in addition to the compensation amounts. The following
billing arrangements apply for all compensation due under this Agreement unless otherwise
specified in the articles. Bills or statements will be rendered monthly for all services and facilities
provided.
Bills will be payable thirty (30) calendar days from the bill date (as printed on the bill), subject to
the holiday treatment described below. Bills are to be issued by Sprint such that Collier
County's receipt is twenty (20) calendar days prior to the required payment date to allow
adequate time for processing. Bills not issued within this time frame will not be subject to the
late payment penalty discussed below for the number of days the bill was late. The Payor will
use its best efforts to pay the bill by the due date and is responsible for proving that the bill was
received late should the Payor request that the late payment penalty be waived. In assessing
late payment penalties, it is the responsibility of the Payee to prove that the bill was rendered
and transmitted so as to provide reasonable assurance that the bill would be received by the
payor twenty (20) calendar days or more in advance of the payment date.
Payment must result in immediately available funds on or before the required payment date
unless the required payment date is on a weekend or holiday observed by the remitting or
. receiving bank. In such cases, payment in immediately available funds will be due as follows:
7
4/16/97
Exhibit A
Page `_of Page
Article 1
Collier County 16 F 1
S
(a) If such payment date falls on a Sunday or holiday which is observed on a Monday, the
payment date shall be the first non-holiday following such Sunday or holiday;
(b) If such payment date falls on a Saturday or on a holiday that is observed on Tuesday,
Wednesday, Thursday or Friday, the payment date shall be the last non-holiday preceding
such Saturday or holiday.
Unless agreed to otherwise, any payment of one hundred thousand dollars ($100,000) or more
must be transmitted by electronic funds transfer. Each bill must be accompanied by a reference
number having up to ten (10) characters with each payment accompanied by the reference
number(s) for the bill(s) for which the payment is received.
Any payment received after the required payment date, any payment received in funds that are
not immediately available as specified above, or any portion of the amount due that is not
received by the required payment date, will be subject to a late payment charge, except as
provided below. It is the responsibility of Sprint to prove that Collier County failed to make
payment on or before the required date.
The late payment charge shall be the portion of the amount due either received or currently
outstanding after the payment date multiplied by a late factor. The late factor shall be 0.000493
per day, compounded daily for the number of calendar days from the required payment date to
and including the date of payment in immediately available funds or the highest interest rate (in
decimal value) which may be levied by law for commercial transactions in the state in which the
service is provided, whichever is lowest.
Sprint will include billing for late payment charges in the succeeding bill for the related services
or facilities.
Except as specified otherwise, any late payment by electronic funds transfer resulting from bank
error will not be subject to the late payment charge if the payor verifies that it was not at fault.
The discrepancy will be resolved by the banks involved. It is the responsibility of the payor to
notify the banks involved and coordinate resolution of the discrepancy. Repeated errors by the
sending party's bank will result in reimposition of late payment charges to the sending party.
If either party disputes any portion of a bill or statement amount, that party shall notify the other
party in writing of the nature and basis of the dispute according to the claims and dispute
resolution procedures outlined in this Agreement. The parties shall use their best efforts to
resolve the dispute prior to the required payment date.
If the dispute is not resolved by the required payment date, the payor shall, not withstanding the
continued existence of the dispute, pay the bill or statement amount in accordance with
settlement terms specified above, but payor shall reserve its claim against the other party for
reimbursement after the dispute.
If the claim, in whole or in part, ultimately is resolved in favor of the payor, it shall be entitled to a
411 refund from the other party. The amount of the refund shall be an amount equal to the
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Exhibit A
Page 1 of Page 27
Article 1
Collier County 1 6 F 1
•
sustained claim amount plus interest calculated from the date the payor pays the bill to the date
the money is refunded for claims found in favor of the payor that are filed within six (6) months
of the payment date. For claims filed after six (6) months from the payment date, interest will be
paid from the claim date to the date the money is refunded to the payor. This period shall
include the payment date of the refund. Payment must result in immediately available funds on
the payment date of the refund. The total amount of the refund shall be paid no later than thirty
(30) calendar days after written notice is given to both parties that the claim has been sustained.
If Collier County fails to pay any amount due within thirty (30) calendar days of the due date,
Sprint reserves the right to discontinue the provisions of the service to Collier County at any
calendar days written notice by Certified U.S. Mail to the person designated in Section XXIII of
this Article.
In the case of such discontinuance, all applicable charges including termination charges shall
become due. If Sprint does not discontinue the provision of the services involved on the date
specified in the thirty (30) calendar days notice and Collier County's noncompliance continues,
nothing contained herein shall preclude Sprint's right to discontinue the provision of the services
to Collier County without further notice.
SECTION XIII
DEPOSIT
• Prior to, or at any time after the provision of a service to Collier County, Sprint may require
Collier County to make a deposit to be held as a guarantee of the payment of rates and
charges. Such deposit may not exceed the actual or estimated rates and charges for the
service for a two (2) month period plus the amount of any termination charges attributable to the
service. The fact that a deposit has been made in no way relieves Collier County from
complying with regulations as to payment of bills.
When Collier County has been provided notice that a deposit is required prior to the provisioning
of a service or facility, such deposit amount shall be paid in full prior to Sprint's activation of the
service or facility. In the event where a service or facility is currently operational and Sprint
determines a deposit is required, Sprint will provide notice to Collier County of a deposit request,
identifying the amount of deposit being requested and the reason for such action by Sprint. In
this instance, Sprint's request for a deposit will be based solely on Collier County's record of
performance relative to the contractual obligations of the applicable service provided by Sprint.
Collier County will be required to remit the deposit in full within thirty (30) calendar days of
Sprint's deposit request and shall be subject to all other requirements and actions regarding
payments to Sprint.
When the provision of the service to Collier County is terminated, the amount of the deposit will
be credited to Collier County's account and any credit balance that may remain will be refunded.
Collier County will receive interest in accordance with the rules of the regulatory agencies in the
state where the service or facility is provided.
•
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Exhibit A
Page 1,Qof Page Al
Article 1 6 F
Collier County L
•
SECTION XIV
CLAIMS PROCEDURES
When questions arise relative to payment for services provided, both parties agree to use the
procedures described below to resolve such questions in a timely and efficient manner:
A. Inquiry. Routine communications between the parties concerning potential errors are
considered inquiries not claims. Inquiries are resolved in normal practice through telephone
calls, routine business meetings or written communications. The purpose of any inquiry is to
acquire additional information. Both parties agree to provide in a timely manner this
necessary assistance in the investigation and resolution of inquiries. An inquiry may
address but is not necessarily limited to the following:
(a) Usage volumes and missing data
(b) Identification of potential billing errors
(c) Unexplained checks or bulk adjustments
(d) Additional investigation required to substantiate a claim or back billing
(e) Discrepancies between revenue and access volumes
If an investigation results in acknowledgment of an error by both parties, the error will be
rectified. Where the resolution requires an exchange of moneys, the inquiry, if resolved at
the inquiry stage, will be documented or the originator of the inquiry will file a claim for the
• purpose of documenting the activity taken to resolve the discrepancy and identify the dollar
amount involved. Procedures established below for the processing of a claim will take effect
in these instances.
B. Origination of a Claim. In the event that an issue cannot be resolved via an inquiry and
verifiable evidence is available to support a claim, either party may submit an issue as a
claim to the other party. All claims will originate from and be provided to the designated
representative of each party. All claims will be submitted in writing with both an appropriate
tracking number identified on the face of the written notice and adequate documentation
provided as may be reasonably required by either party to investigate, substantiate and
facilitate resolution of the claim.
If either party believes that claims are being originated that are based on questionable
criteria, that party may request the establishment of a joint Sprint/ Collier County forum to
discuss the process or data quality concerns at issue.
C. Acknowledgment. Within ten (10) business days, the respondent will verbally acknowledge
receipt of a claim. If the respondent cannot respond by the expected claim response date
(as identified in the claim and established at thirty (30) calendar days from the date of
issuance of the claim), it will so inform the originator at the time of acknowledgment and both
parties will mutually agree to a later response date.
D. Claim Response. The parties agree to actively pursue a response to the claim by the claim
response date. In the event that the claim is concurred in by the respondent, the claim
• response will include the following:
io
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Exhibit A
Page L of Page AL
Article 1 I. 6 F
Collier County
•
(a) Claim number
(b) Concurred Date
(c) Concurred Amounts of Adjustment
(d) Calendarized Period for Adjustment
(e) Expected Adjustment Date
(f) Penalty charge requirements (where applicable)
(g) Method of Payment ( e.g.)
- Bill (detail of adjustment)
- Check
- Wire Transfer
- PARS
E. Claim Resolution. A claim will remain open until all issues are resolved or a portion is
withdrawn by the claimant or concurred in by the parties through further negotiation or is
resolved through the dispute escalation procedures. Claims are for the principal dollar
amount only. Penalty charges in accordance with the terms of this Agreement and any
applicable tariffs may apply to a claim.
Claims are resolved when the originator verifies payment and sends a copy of the claim to
the respondent marked "Resolved." The originator of a claim will make every effort to verify
payment of a concurred claim amount within thirty (30) calendar days of receipt of the
payment.
• F. Denial of Claim. If the respondent finds that a claim is not meritorious, the respondent will
deny the claim by notice in writing to the originator. The originator may choose to withdraw
the claim and so notify the respondent in writing within thirty (30) calendar days. If the
originator chooses to pursue the claim, both parties may meet to negotiate or pursue
resolution of the claim through the dispute escalation procedures.
SECTION XV
DISPUTE ESCALATION PROCEDURES
Claims that are not resolved may be escalated by either party. These procedures are to be
followed in an attempt to resolve disputes expeditiously and fairly without the need to resort to
formal adjudicatory measures.
A. Notice of Dispute. Either party may invoke the dispute escalation procedures by initiating
director level or higher written correspondence to the designated representative of the other
party. Notices of dispute shall be clearly marked as such and shall contain all information
necessary to pursue resolution of the dispute.
B. Dispute Response. The party to which the notice of dispute is directed shall respond in
writing no later than fifteen (15) days from the date of receipt of the notice of dispute. Such
response shall state the party's position in detail.
•
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Article 1 PageofPage�1 1 6 C
Collier County F
•
C. Dispute Resolution. If the designated representatives of the parties cannot reach agreement
on resolution of the dispute within thirty (30) business days of the issuance of the response
to the notice of dispute, either party may elect immediate referral to the respective
company's executive management.
D. Mediation. If negotiations between the companies' executive management do not result in
resolution of the dispute within twenty (20) business days of the date of referral, then prior to
filing any judicial action and within fourteen (14) days from the expiration of the executive
management review, either party may demand non-binding mediation by issuing a notice of
mediation to the designated representative of the other party. Both parties agree to pursue
a mediated resolution of the dispute in good faith. The notice of mediation shall be clearly
marked as such and contain the information necessary to pursue resolution of the dispute.
The originator of the notice of mediation shall arrange to have the notice delivered within
twenty-four (24) hours of issuance. Unless otherwise agreed to by the parties, the
designated representatives of the parties shall agree upon an independent mediator within
five (5) business days. Said mediator shall be an individual who, unless the parties
otherwise mutually agree, has never been employed, directly or indirectly, by either of the
parties or their affiliates. If the parties cannot agree upon a mediator, then within the same
five (5) business day period each shall appoint an independent representative, one who has
never been employed, directly or indirectly, by either of the parties or their affiliates; and
these two independent representatives, within five (5) business days of their appointment,
shall appoint the mediator. The mediator shall set the time for a meeting to be held with the
• designated representative of each party. The designated representatives shall be
empowered to resolve the dispute on behalf of the parties and may be accompanied by an
attorney. A meeting shall take place within thirty (30) days of the date of the appointment of
the mediator and shall be held in a location agreed to by the parties and the mediator.
The mediator shall control the procedural aspects of the mediation, including the time and
place of each session, the agenda for each session, whether a session shall be a separate
meeting between the mediator and a party or a joint meeting with both parties and the
projected date for the conclusion of the mediation process. At any time following the initial
joint meeting, either party may withdraw from the mediation by written notice to the mediator
and the other party. The mediator shall attempt to mediate the dispute and bring the parties
to a resolution of the issue. Failing this, the mediator at the conclusion of the mediation
process, shall provide to the parties within ten (10) days his/her opinion of the appropriate
resolution of the dispute. This opinion is not binding on either party and may not be used by
either party in any future proceeding.
The mediation process shall be treated as a compromise negotiation for purposes of the
federal rules of evidence and state rules of evidence. The mediator shall be disqualified as
a witness, consultant or expert in any pending or future action relating to the subject matter
of the mediation, including those between persons not parties to the mediation. Within five
(5) business days of receipt of the mediator's opinion, each party's designated
representative shall meet one (1) final time to resolve the dispute. If they are unable to do
so, both parties are free to pursue available legal remedies.
•
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•
The entire mediation process is confidential. The parties and the mediator shall not disclose
to third parties (1) information disclosed by either party during the mediation process or (2)
information regarding the mediation process itself, including any settlement terms.
If any party subject to the terms and conditions of this mediation provision fails or refuses to
appear at and participate in a mediation meeting after due notice, the mediator may hear
and determine the controversy upon evidence produced by the appearing party.
The mediation costs shall be borne equally by each party, except that each party shall bear
the cost of presenting its case at mediation. The mediator's compensation rate will be
determined at or before appointment. At the time of the mediator's appointment, the
mediator shall be required to execute an agreement in the form mutually acceptable to the
parties, which agreement will set forth, among other things, the mediator's duties, obligations
and compensation.
E. Payment Upon Resolution of Dispute. Where resolution of a dispute requires the exchange
of moneys, payment of the disputed amount will be made pursuant to the negotiated
settlement. Payment will include applicable penalty charges.
F. Course of Business. Unless otherwise agreed in writing, the parties shall continue to provide
service, honor all other commitments under this Agreement, and continue to make payments
in accordance with this Agreement during the course of dispute resolution pursuant to the
• provisions of this Section.
SECTION XVI
ATTORNEY'S FEES
In the event either party to this Agreement is required to take action to enforce any of the terms
of this Agreement, the prevailing party shall be entitled to recover from the other party
reasonable attorney's fees and costs, including reasonable attorney's fees and costs for any
appeals thereof, as well as any collection costs incurred.
SECTION XVII
COMPLIANCE MONITORING
Collier County shall have the right to visit any service provision location annually upon
reasonable notice to Sprint to ensure that the terms of the Agreement are being met. Visitation
rights shall include the right to inspect the facilities of the other party and, upon thirty (30)
calendar days written notice, to review worksheets, performance or service plan data, and
documents used in the preparation of bills for services provided to Collier County. Visitation
rights will not be afforded Collier County in those instances where audit or review activities will
provide adequate assurance that the terms of the Agreement are being met or where a visit to
the premise by Collier County would compromise Sprint's ability to protect the proprietary
information of other customers of Sprint. Expenses incurred by Sprint for facilitating this
monitoring function may be assessed to Collier County, as identified in the individual articles to
• this Agreement.
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•
SECTION XVIII
REVIEW PROCEDURES
The following procedures establish the parameters agreed to by both parties for the conduct of
an audit of the telecommunications services identified in Exhibit 1 of this Article. Audit rights
and the services to which they apply are further defined in the other articles to this Agreement.
In an effort to minimize the number of on-premise visits, the parties agree to the combination of
subjects for an individual review (for example, billing and collection and revenues).
A. Review Periods and Frequency. Unless agreed otherwise in any additional articles under
this Article 1, neither party may conduct more than one (1) on-site audit/review per calendar
year in each of the party's operating entities. Periods available for review shall include any
period not previously reviewed by the parties and not exceeding twenty-four (24) months
prior to the scheduled review. Unless mutually agreed by the parties, the on-site review will
not exceed two (2) consecutive weeks in duration. Subsequent reviews will not occur until
such time as the reviewer's previous review is closed, unless mutually agreed by the parties.
B. Notification of Review and Response. At least forty-five (45) calendar days prior to any
review, the party requesting the review will provide the other party with written notification
outlining the following:
(a) General subject matter to be reviewed (e.g. billing and collection, revenues)
(b) Proposed period to be reviewed
• (c) Proposed review start and end date
(d) Review personnel (inclusive of names and titles)
(e) Data request outlining the areas to be reviewed
(f) Information and resources required to perform the review
(g) Location
The party to be reviewed will respond in writing to the requesting party's notification within
thirty (30) calendar days of receipt to confirm the schedule and identify the host review team
personnel.
C. Pre-Review Meeting or Conference Call. The parties agree to conduct a pre-review meeting
or conference call prior to the on-site review to discuss procedural details and to clarify the
data request and information requirements. The request for a pre-review meeting or
conference call will usually be included in the review requester's notification letter or in the
party to be reviewed's response.
D. Postponement of the Review Date. If the party to be reviewed elects to postpone the
commencement date, it will so advise the requesting party in writing within fifteen (15)
calendar days of receipt of the notice. The party to be reviewed will state the reason for the
postponement and propose a new commencement date.
E. Post-Audit/Review Meeting. At the completion of the on-site portion of the review, the party
requesting the review will conduct a post-audit/review meeting. The purpose of this meeting
• will be to disclose any findings from the review and identify any open issues.
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• F. Final Audit/Review Findings Report. Forty-five (45) calendar days after the conclusion of the
review, the reviewing party shall provide a formal report of the audit/review findings. The
final report shall contain all relevant findings from the review, including any findings that
might result in the submission of a claim. The final report shall specify any correction action
desired and identify any applicable revenue impacts. The final report shall be the reviewing
parry's final response.
G. Response to Final Report. The reviewed party shall respond within forty-five (45) calendar
days after receipt of the audit/review final report. The response shall detail any corrective
action taken and, where applicable, respond to identified revenue impacts and identify the
method of compensation to the reviewing party.
H. Review of Resolution Statement. The reviewing party will forward a review resolution
statement to the reviewed party within forty-five (45) calendar days after receipt of the
response to final report. The review resolution statement shall attest to the receipt and
completeness of the response to final report and formally declare closure of the review.
I. Non-Concurrence. If a party disagrees with all or part of the findings from the review, it may
submit a claim to the other party. Claims will be handled in accordance with the claims
procedures identified in this Agreement or applicable articles to this Agreement.
SECTION XIX
TERMINATION
• This Agreement will continue in effect until all articles under this Agreement are terminated.
Each article, except this Article 1, contains its own termination provision and may be terminated
separately. This entire Agreement, including all articles, may be terminated by either party by
giving written notice to the other party equal to the longest notice of termination period specified
in the articles in effect.
SECTION XX
ASSIGNMENT
Except as otherwise expressly provided in this Agreement, the assignment of any right,
obligation or duty, in whole or in part, or of any other interest under this Agreement without the
written consent of the other party shall be void. A party may assign its rights, obligations, duties,
or interests under this Agreement to its respective affiliates without the consent of the other
party.
If any affiliate of either party shall succeed to that portion of the business of such party that is
responsible for or entitled to any rights, obligations, duties or other interests under this
Agreement, such affiliate may succeed to those rights, obligations, duties and interests of such
party under this Agreement. In the event of any succession under this Section, the successor
shall expressly undertake in writing to the other party the performance and liability for those
obligations, duties and interests as to which it is succeeding as a party to this Agreement; and
the party shall thereafter be relieved of such obligations, duties and interests except for matters
arising out of events occurring prior to the date of such undertaking.
•
15
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xhibit A
Page of Page 43
Article 1
Collier County
ID
SECTION XXI
NO RIGHTS TO THIRD PARTY
This Agreement shall not be deemed to provide third parties with any remedy, claim, right of
action, or other right.
SECTION XXII
INDEMNIFICATION
The indemnification provisions of this Section shall apply to all matters arising under this
Agreement.
To the extent not prohibited by law, each party shall indemnify the other and hold it harmless
against any loss, cost, claim, injury, or liability relating to or arising out of negligence or willful
misconduct by the indemnifying party or its agents or contractors in connection with the
indemnifying party's performance under this Agreement; provided, however, that any indemnity
for any loss, cost, claim, injury or liability arising out of or relating to errors or omissions in the
provision of communication facilities or services under this Agreement shall be limited to a credit
allowance as otherwise specified in this Agreement. The indemnifying party agrees to defend
any suit brought against the other party for any such loss, cost, claim, injury or liability. The
indemnified party agrees to notify the other party promptly, in writing, of any claims, lawsuits or
demands for which the other party is responsible under this Section and to cooperate in every
• reasonable way to facilitate defense or settlement of claims. The indemnifying party shall not be
liable under this Section for settlement by the indemnified party of any claim, lawsuit or demand
if the indemnifying party has not approved the settlement in advance unless the indemnifying
party has had the defense of the claim, lawsuit or demand tendered to it in writing and has failed
to assume such defense.
No claims under this Section, or claims with respect to charges under this Agreement or
adjustments of such charges, or any other claims with respect to this Agreement may be made
more than two (2) years after the date of the event that gave rise to the claim; provided,
however, that claims for indemnity under this Section may be made within two (2) years of the
accrual of the cause of action for indemnity.
SECTION XXIII
NOTICE
Except as otherwise provided under this Agreement or in the attachments or exhibits hereto, all
notices, demands, or requests shall be deemed to have been duly given when made in writing
and delivered in person or deposited in the United States mail, certified mail, postage prepaid,
return receipt requested; sent via telex; cable; electronic mail or facsimile and addressed as
follows:
S
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Collier County
• For Collier County: Mr. Timothy L. Hancock, Chairman
Board Of County Commissioners
Collier County
3301 East Tamiami Trail
Naples, Florida 34112
For Sprint: Director-Carrier Marketing
Sprint-Florida, Incorporated
P. O. Box 165000
Altamonte Springs, Florida 32716-5000
or to such other address as either party may specify by written notice to the other.
SECTION XXIV
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida.
SECTION XXV
SEVERABILITY
If any provision of this Agreement is held invalid, unenforceable or void, the remainder of the
Agreement shall not be affected thereby and shall continue in full force and effect.
. SECTION XXVI
AMENDMENTS; WAIVERS
The various articles of this Agreement, including exhibits and schedules attached thereto and
incorporated by reference, constitute the entire Agreement between the parties and supersede
all prior oral and written agreements, representations, undertakings or proposals with respect to
the subject matter hereof.
In addition, no course of dealing or failure of either party to enforce any provision of this
Agreement shall be construed as a waiver of such provision or any other rights under this
Agreement. If a party fails to enforce any provision of this Agreement, it is still the responsibility
of both parties to continue to comply with all provisions of this Agreement.
The parties may amend or modify any part of this Agreement only by a written document signed
by the parties to be charged. Such action shall not constitute a modification or change of any
other part of this Agreement unless explicitly stated in such Agreement.
SECTION XXVII
TITLES AND HEADINGS
Titles, headings and table of contents of articles and sections of this Agreement have been
inserted for convenience of reference only. They shall not define, modify or restrict the meaning
or interpretation of the terms or provisions of this Agreement.
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Collier County ("
. SECTION XXVIII
INTELLECTUAL PROPERTY
Except as expressly provided herein, nothing contained in this Article shall be construed as
conferring by implication, estoppel, or otherwise any license or right under any patent, trade
name or copyright of either party.
SECTION XXIX
PUBLICITY
Unless otherwise mutually agreed upon, neither party shall publish or use the other party's
name, language, pictures or symbols from which the other party's name may be reasonably
inferred or implied in any advertising, promotion or any other publicity matter relating directly or
indirectly to this Agreement.
SECTION XXX
COMPLIANCE
Where required, Sprint and Collier County shall ensure compliance with all necessary rules,
licenses and approvals that may be in effect in the local, state and interstate jurisdictions, that
are required in the provisioning and performance of services and facilities covered under this
Agreement. Collier County and Sprint agree that other such rules could be developed. Both
parties will implement the necessary controls to assure that the other party is held harmless from
. any claims or violations of such rules, licenses and approvals outside of its responsibility and
shall indemnify that party for attorney's fees and all costs directly related to violations of such
rules, licenses and approvals.
SECTION XXXI
EXECUTED IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the same document.
111.
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Page tihof1Page 1 6 F 1
Article 1
Collier County
410
The parties have executed this Article 1 through their authorized representatives on the date set
forth below their signatures. The articles in effect as denoted in the Index of Articles constitute
the entire Agreement between the parties. Any other existing General Provisions Agreements in
effect between the parties applicable to the subject matter of this Article 1 - General Provisions
Agreement and covering the period subsequent to the effective date of this Article 1, shall be of
no force or effect for the time period beginning with the effective date of this Article 1, except
that Collier County shall remain obligated to pay Sprint for any services rendered under these
other General Provision Agreements while they are in effect.
WITNESS: SPRINT-FLORIDA, INCORPORATED
Nit\-,N3L- L. CsAato
By: rooks B. Albery
rY
@OB41
Title: Director-Carrier Marketing SAS
Date: 1,/—f ) -� . V'oRt3�ki
WITNESS: COLLIER COUNTY
By. Mr. Tim y . ancock,
Title: Chairman, Board of County
ATTEST:
Commissioners
Vt J tr .: uRO-A CLERK•
Date: 44.7
•
Deputy: 1trilfr
cskt., , A
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Exhibit A
PageikOof Page6_
Article 1
Collier County
•
EXHIBIT 1 TO ARTICLE 1
Index of Articles
Article
Number Description
1 General Provisions
3 Floor Space
14 Tower Attachment
•
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Article 3
Collier County
AGREEMENT FOR THE PROVISION OF
TELECOMMUNICATION SERVICES AND FACILITIES
ARTICLE 3
LAND/BUILDING SPACE
SPRINT-FLORIDA, INCORPORATED
AND
COLLIER COUNTY
This Article, effective as of the 1st day of May, 1997, between Sprint-Florida, Incorporated,
"Sprint," and Collier County, "Collier County", both organized and existing under the laws of the
State of Florida, sets forth the terms, conditions and compensation for the provision of
land/building/rack space as hereinafter described. In consideration of the mutual promises
herein contained, the parties agree as shown below:
SECTION I
SCOPE
The specific premises, the terms of occupancy and the rates are specified in the attached
schedule(s). A separate schedule shall be executed for each leased unit of land/building space.
SECTION II
LEASED PREMISES
• Collier County leases and Sprint lets the premises, each of which is called the "leased
premises," for the term specified in the schedule(s). Included with the leased premises is the
right to use common areas relating to the particular leased premises.
SECTION III
LAND/BUILDING SPACE MEASUREMENTS
Leased land/building space shall be measured in net square feet, which comprises space
intended for occupancy by Collier County.
SECTION IV
PERFORMANCE STANDARDS
Sprint shall keep the leased premises free and clear of all encumbrances, restrictions or
limitations on its use within Sprint's control that prevent or interfere with Collier County's use in
accordance with this Article. If Collier County shall obey and perform all of the covenants of this
Article regarding the leased premises, Sprint shall provide Collier County with the quiet, peaceful
and uninterrupted use of the leased premises for the specified duration of each attached
schedule.
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• Collier County shall not permit the leased premises to be occupied for any business or purpose
that is unlawful or unduly hazardous. Whether or not any activity is unduly hazardous shall be a
decision within the sole discretion of Sprint, which discretion shall be reasonably exercised.
Sprint represents that it is not aware of any releases of Hazardous Substances (as defined
below) on the Property. Sprint will indemnify, protect, defend and hold harmless Collier County
from and against all claims, suits, actions, causes of action, assessments, losses, penalties,
costs, including clean-up costs, damages and expenses, including, without limitation,
reasonable attorneys' fees, sustained or incurred by Collier County pursuant to any federal,
state, or local laws, implementing regulations, common law or otherwise, relating to the release
by Sprint or its agents, employees or contractors of any hazardous substances, hazardous
chemicals, hazardous materials, toxic substances and/or contamination of any type whatsoever
(collectively, "Hazardous Substances") in, upon or beneath the Property.
Collier County will not bring to, transport across or dispose of any Hazardous Substances on the
Property without Sprint's prior written approval, which approval will not be unreasonably
withheld, except Collier County may keep on the Property substances used in backup power
units (such as batteries and diesel generators) commonly used in the wireless communications
industry. Collier County's use of any approved substances constituting Hazardous Substances
must comply with all applicable laws, ordinances, and regulations governing such use.
Collier County will indemnify, protect, defend, and hold harmless Sprint from and against all
claims, suits, actions, causes of action, assessments, losses, penalties, costs, including clean-
up costs, damages and expenses, including, without limitation, reasonable attorneys' fees,
sustained or incurred by Sprint pursuant to any federal, state, or local laws, implementing
regulations, common law or otherwise, dealing with matters relating to hazardous substances
released by Collier County or its agents, employees, or contractors in, upon or beneath the
Property.
Collier County's employees shall at all times while on Sprint property, facilities, equipment sites
or right-of-ways (hereafter referred to as property) comply with all Federal and State
Occupational Safety and Health Administration (OSHA) regulations and all federal, state and
local environmental standards, rules, regulations and orders issued by Federal and State
regulatory agencies.
Before any environmental hazards (defined as any substance the presence, use, transport,
abandonment or disposal of which (I) requires investigation, remediation, compensation, fine or
penalty under any applicable law (including without limitation, the Comprehensive Environmental
Response Compensation and Liability Act, Superfund Amendment and Reauthorization Act, the
Occupational Safety and Health Act and provisions with similar purposes in applicable foreign,
state and local jurisdictions) or (ii) poses risks to human health, safety or the environment
including, without limitation, indoor, outdoor or orbital space environments, and is regulated
under any applicable law), hazardous chemical as defined by OSHA or hazardous material as
defined by the US Department of Transportation's (DOT) is used, applied or stored on Sprint
property, Collier County shall provide to Sprint a Material Safety Data Sheet (MSDS) for each
hazardous chemical, substance or material. Collier County shall also provide to Sprint the
• 2
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Collier County
410
quantity and/or amount of all hazardous chemicals, substance or materials temporarily or
permanently stored on Sprint property. Collier County shall provide spill response supplies and
procedures to handle any release. Sprint maintains the right to refuse the use and/or storage of
any hazardous chemical, substance or material on Sprint property.
If a Diesel Tank is placed on Sprint's property by Collier County, the Tank must be doublewalled.
Collier County must provide procedures for managing the Diesel Storage Tank to ensure
integrity of tank is maintained and leaks can be identified and repaired in a timely manner.
Collier County must provide the Diesel Tank spill response procedures.
Collier County must provide an emergency point of contact phone number which can be
reached 24 hours a day, 7 days a week, in case of a release.
All flammable chemicals and combustible materials must be removed from Sprint property at the
end of each tour of duty or must be stored in a metal cabinet specifically designed and marked
for flammables.
All personal injuries, vehicle accidents, spills of hazardous chemicals or hazardous materials or
property damage occurring on Sprint property must be reported to Sprint immediately. Injuries,
accidents, spills and property damage may be reported to the local Sprint supervisor.
Collier County employees while on Sprint property shall comply with all Sprint safety policies,
• procedures and practices concerning employee personal safety as identified by the regional
safety and environmental point of contact.
Collier County employees while on Sprint property shall not use, possess, or sell illegal drugs,
alcohol, firearms or knives with a three inch or longer blade. In addition, Collier County
employees shall not use prescription drugs which may impair the employee's ability to work
safely.
Collier County employees while on any enclosed Sprint property are prohibited from using any
tobacco products, including but not limited to, cigarettes, cigars, pipes, snuff, chewing tobacco,
etc.
If the leased premises or a portion thereof sufficient to make the leased premises substantially
unusable shall be taken by eminent domain, the attached schedule relating to those premises
shall terminate as of the date of such taking with respect to said premises. Sprint and Collier
County shall thereupon be released from any further liability hereunder with respect to the
premises taken.
111
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xhibit A
Page of Page A I F
Article 3
Collier County
• If a part of the leased premises is so taken, leaving a portion thereof unusable, rent shall abate
in proportion to the part taken. Collier County shall have the right to participate in the
condemnation award only to the extent the award is for the value of trade fixtures,
improvements and alterations to the leased premises substantially unusable if such
appropriation or taking results in Collier County's inability to use the facilities in the manner and
for the purposes for which they have been used or are permitted to be used under this Article or
the related schedule(s).
Sprint shall give written notice to Collier County immediately upon receiving notice of
appropriation or taking.
In the event Collier County remains in possession of any leased premises after the expiration of
either the term granted herein or any renewal period, such possession shall be considered a
month-to-month tenancy during which time Collier County's obligations under this Article and the
related schedule shall continue as if this Article and the related schedule were in full force and
effect.
When a separate schedule is for building space, the performance standards shown below shall
also apply. When the space consists of unsecured rack space, the standards specific to Sprint
are the only ones that apply.
Sprint shall keep and maintain the building containing the leased premises in good, safe and
proper condition throughout the term of this Article or any renewal thereof and repair the
premises when necessary in accordance with Sprint's standards.
Collier County may decorate and shall maintain, including janitorial service, and repair the
interior, nonstructural portions of the leased premises.
Collier County shall surrender the leased premises at the termination date set forth in the
schedule(s) attached hereto pertaining to the particular premises. Collier County shall return the
premises in as good condition as received, excepting normal wear and tear.
Whenever Collier County proposes to make any alterations, additions or improvements to any
leased premises, it shall first furnish Sprint plans and specifications in such detail as Sprint may
reasonably request describing all such work. Such plans and specifications shall comply with
the requirements as Sprint may from time to time reasonably prescribe. In no event shall any
alterations, additions or improvements to the leased premises be commenced without Sprint's
prior written approval of the plans and specifications. Such approval shall not be unreasonably
withheld. All such alterations, additions and improvements shall be performed at Collier
County's expense and in a workmanlike manner in compliance with all governmental
requirements and the terms of this agreement. Work shall be performed at such times and in
such manner as to cause a minimum of interference with other construction in progress and with
Sprint's transaction of business.
4111
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• Page, hoflPagea1
Article 3 ti F
Collier County
• Collier County shall compensate Sprint for all leasehold improvements made to the premises
specifically requested or necessitated by Collier County's use of the facilities. The method of
calculation of such compensation shall be agreed upon prior to any improvements being made.
Collier County, at its own expense, may contest any tax or special assessments regarding the
leased premises in any manner permitted by law, in its name and whenever necessary and with
Sprint's permission, in Sprint's name. Sprint shall cooperate with and execute any documents or
pleadings reasonably required for such purposes; provided, however, that the same shall be
without cost, liability or expense to Sprint.
At the request of either Collier County or Sprint, the parties agree to execute in recordable form
a memorandum of this Article that may contain any information described by either party with
respect to this Article covering the leased premises.
SECTION V
USE OF PREMISES
Any leased premise shall be used for connecting Collier County's telecommunications
equipment directly to Sprint's telecommunications network and for no other purposes without
the written permission of Sprint, which will not be unreasonably withheld.
The individual schedules attached hereto may contain further restrictions on the use of the
particular premises covered by that schedule.
• SECTION VI
TERM OF ARTICLE
The initial term of each schedule is separately specified therein.
The term of this Article shall extend until the expiration of the initial term set forth in the attached
schedules, plus all renewal periods determined in accordance with Section VII.
This Article shall terminate when the last schedule attached to the Article terminates.
SECTION VII
RENEWAL PERIODS
The renewal terms for each schedule are separately specified therein.
• 5
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Exhibit A 1 -t F 1
Pagel of Pag 6 j
Article 3
Collier County
SECTION VIII
• COMPENSATION AND BILLING
Collier County shall pay Sprint the amounts specified in the attached schedule(s) as
compensation for the services provided pursuant to this Article. Sprint shall provide Collier
County with a monthly bill. Any special or one-time charges shall be separately itemized.
Monthly bills shall be rendered and payment of billed amounts under this Article shall be in
accordance with Article I, Section XII.
The parties have executed this Article 3 through their authorized representatives on the dates
set forth below their signatures.
WITNESS: SPRINT-FLORIDA, INCORPORATED
. CLACLIO� A
By: Brooks B. Albery
Title: Director-Carrier Marketing
vS
Date: 44,�
•
WITNESS: COLLI COUNTY
By: Mr. Tiliothy L. Hancock
Title Chairman, Board of County Commissioners
DW GFT E.. LROCK, CLERK
Date: Z1
Oeputy C
—.ALL/1. ()- A s/t/v-
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Exhibit A
Page�of Page�1
Article 14
Collier County
S
SCHEDULE 1 TO ARTICLE 14
TOWERS
This Schedule 1 to Article 14 is effective as of May 1, 1997.
CONTRACT PERIOD
The initial term of this schedule shall be for three (3) years commencing on May 1, 1997, and
terminating on May 1, 2000. In the event Sprint wishes to sell or remove the Pinecrest tower,
the lease shall be terminable with two hundred seventy (270) days advance written notice to
Collier County. If termination is due to actions of Collier County, all remaining rent for the life of
the lease shall be due and payable upon demand by Sprint.
RENEWAL PERIODS
This schedule will automatically renew unless one of the parties elects not to renew. Automatic
renewals will be for the same time period as the initial term on the same terms and conditions,
other than price. If either party elects not to renew, it shall notify the other party in writing of its
election no less than ninety (90) days prior to the expiration of the initial term or renewal period.
• IDENTIFICATION OF EQUIPMENT
Collier County will permanently mark/tag all equipment placed on Sprint's tower for
identification purposes and annual inspection to ensure proper maintenance.
TOWER ATTACHMENT DESCRIPTION
Tower space at the 300 foot level for 2 antenna(e) operating at 806-860 MHz (based on a 12
foot whip antenna).
LOCATION: Florida Monroe Everglades
State County Exchange
25 45 44N 80 56 10W
Latitude Longitude
OTHER NOTES
Proof of FAA clearance (FAA Form 7460-1) must be provided to Sprint before the
antenna(e) is mounted to the tower.
• Tower analysis and post construction inspection will be at Collier County's expense.
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