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2011-49
CONTINUING CONTRACT AND AGREEMENT FOR PROFESSIONAL MUNICIPAL BROADBAND PLANNING SERVICES THIS AGREEMENT is entered into as of this eiTK day of A GC.S+ 2011, by and between the CITY OF CLERMONT, FLORIDA, a municipal corpo'fation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, hereinafter referred to as "CITY" and MAGELLAN ADVISORS, LLC, whose address is 1111 LI hear k 1 y' pL gi hereinafter referred to as "CONSULTANT." WTNESSETH WHEREAS, the CITY is in need of qualified professional broadband planning services; WHEREAS, the City of Ormond Beach, Florida has entered into an agreement with CONSULTANT, and the CITY, in accordance with its purchasing policy, desires to purchase the subject services in accordance therewith. WHEREAS, the CONSULTANT has submitted a proposal dated July 10, 2011 to provide said services and has represented to CITY that it is qualified and desires to perform said services in accordance with the terms and conditions contained herein, and all applicable law and professional standards; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows: 1.0 TERM 1.1 This Agreement is to become effective upon execution by both parties, and shall remain in effect for a two (2) year term, unless terminated as provided for herein. Additionally, the parties agree that the term may be extended upon mutual agreement for periods of one (1) year, but such option to extend may only be utilized three (3) times unless authorized by the City Council for additional extensions. 1.2 The term of any task authorization/work order, as described in Section 2 hereof shall be as set forth in such task authorization/work order, and all of the terms and conditions of this Agreement shall survive until completion of all task authorizations /work orders. 2.0 DESCRIPTION OF SERVICES 2.1 It is expressly understood and acknowledged that nothing herein shall obligate or guarantee to CONSULTANT any agreement or task authorization and CITY expressly reserves the nght to exercise its option to issue any such agreements to any qualified firm or entity in accordance with all applicable laws, ordinances, policies and/or regulations. 1 2.2 The CITY shall make request of CONSULTANT to professional engineering and related and other related consulting services on a task basis. The CITY will communicate with CONSULTANT, verbally or in writing, a general description of the task to be performed. The CONSULTANT will generate a detailed Scope of Work document, prepare a Schedule, add a not -to- exceed - budget to accomplish the task, and send the thus developed "Task Proposal" to the CITY. If a site visit by CONSULTANT is needed to generate the scope document, CONSULTANT shall request approval prior to visiting the site. The CITY will review the proposal, and if the description is mutually acceptable, the parties will enter into a written task authorization substantially in the form attached hereto and incorporated herein as Exhibit `A ". The Scope of Services generally to be provided by the CONSULTANT shall be as provided and contemplated by the CITY in CONSULTANT's July 10, 2011 proposal attached hereto and incorporated herein as Exhibit "C ". CONSULTANT shall not be authorized to proceed until the CITY has issued a Notice to Proceed to the CONSULTANT. Upon receipt of the signed Task Authorization and a Notice to Proceed from the CITY, the CONSULTANT shall perform the services set forth in the task authorization/work order. 2.3 CONSULTANT shall provide CITY'S designated project manager with monthly time sheets or labor cost statements for services rendered during the preceding month. Each time sheet shall state the names and classifications of all personnel who performed services during said month under the task authorization, and the number of hours worked by each. 3.0 CHANGES IN THE SCOPE OF WORK 3.1 CITY may make changes in the services at any time by giving written notice to CONSULTANT. If such changes increase (additional services) or decrease or eliminate any amount of work, CITY and CONSULTANT will negotiate any change in total cost or schedule of modifications. If the CITY and CONSULTANT approve any change, the task authorization/work order will be modified to reflect the changes; and CONSULTANT shall be compensated for said services in accordance with the terms of Article 5.0 herein. All change orders shall be authorized in writing by CITY'S and CONSULTANT'S designated representatives. 3.2 All of CITY'S said task authorizations /work orders and amendments thereto shall be performed in strict accordance with the terms of this Agreement insofar as they are applicable. 4.0 SCHEDULE 4.1 CONSULTANT shall perform services in conformance with the mutually agreed upon schedule set forth in the negotiated task authorization. CONSULTANT shall complete all of said services in a timely manner and will keep CITY fully informed of the status of work on a reasonable basis in relation to the scope ofthe project or at least monthly. 2 Should CONSULTANT fall behind the agreed upon schedule, it shall employ such resources so as to comply with the agreed upon schedule at no additional cost to the CITY. 4.2 No extension for completion of services shall be granted to CONSULTANT without CITY'S pnor written consent, except as provided in Sections 3.1 and 20.0 herein. 5.0 METHOD OF PAYMENT FOR SERVICES AND EXPENSES 5.1 DEFINITIONS: 5.1.1 The fee schedule set forth in the July 10, 2011 proposal in Exhibit "A ", attached hereto and incorporated herein, are used as a basis for payment for services pursuant to Paragraphs 2.0 and 3.0. These fee schedules shall include wages, salaries, taxes, insurance, overhead and profit. The hourly salary rates set forth in the Fee Schedule are firm for the initial term, but are subject to an equitable adjustment that is to be negotiated prior to the renewal of the Agreement. Any adjustments to the Fee Schedule must be mutually agreed to by the CITY and CONSULTANT. 5.1.2 The "Deliverables" are defined as plans, reports, findings, specifications, or anything else that is the end product or work performed by the CONSULTANT or the CITY. CONSULTANT shall, within such time constraints as may be set forth in the work order, submit to CITY the deliverables as identified in the work order; and CONSULTANT shall, upon completion of all work, submit to the CITY all information developed'in the course of the consulting services. CONSULTANT shall, upon request by CITY and upon completion or termination of this Agreement, deliver to CITY all material furnished to CONSULTANT, provided the CITY identifies those materials in writing. 5.2 PAYMENT /COMPENSATION: CITY agrees to pay or compensate the CONSULTANT for the professional services performed on each task authorization/work order in accordance with one of the following methods, unless otherwise provided herein or in the task authorization/work order. 5.2.1 Not to exceed cost based upon the "Consultant's Professional Services Fee Schedule." 5.2.2 Lump sum cost based upon the "Consultant's Professional Services Fee Schedule." 5.3 Times of Payments: At monthly intervals, CONSULTANT shall submit statements for services, additional services rendered and for reimbursable expenses incurred. The statements 3 will be based upon CONSULTANT'S actual manpower expended and actual expenses incurred within the billing period. 5.3.1 As a condition precedent to receiving payment, CONSULTANT shall have been authorized to proceed by CITY, shall not be in default of any of the terms and conditions of this Agreement and shall provide to CITY an invoice. The invoice shall be forwarded to CITY, no more frequently than once per month, and signed by an authorized representative of CONSULTANT related to the applicable monthly installment payment. The invoice shall include a statement identifying the period for which it applies and the sub -tasks or portions thereof, completed by the specific task authorization/work order, and specifically set forth the percent of completion of each sub -task for which compensation is being requested. 5.3.2 All invoices submitted for compensation shall include a statement by CONSULTANT that states as follows: "This statement sets forth only actual time spent by the firm's employees and does not contain any unit billing, multipliers, or other devices that permit payment for more than actual time spent." 5.3.3 CITY shall pay all valid, approved, and undisputed invoices within thirty (30) days of receipt from CONSULTANT. In the event that CITY disputes any invoice submitted, it shall advise CONSULTANT, in writing, and said invoice shall not be deemed due and payable under this agreement. Neither the CITY'S review, approval or acceptance of, nor payment for, any services provided hereunder shall be construed to operate as a waiver of any rights under this Agreement and the CONSULTANT shall be liable to CITY for any and all damages to CITY caused by the CONSULTANT'S negligent or wrongful performance of any of the services furnished under this Agreement. 5.4 Other Provisions Concerning Payments: 5.4.1 In the event of termination by CITY under Section 14.0 during the performance of the services, payments due CONSULTANT up to the point of termination, including payments for services rendered, and all costs incurred shall constitute total payment for such services. 5.4.2 Records of Consultant's Salary Costs and Expenses pertinent to CONSULTANT'S compensation under this Agreement will be kept in accordance with generally accepted accounting principles. These records will be made available to CITY for audit upon request by CITY. Copies will be made available to CITY on request prior to final payment for CONSULTANT'S services. 5.4.3 A separate invoice must be submitted for each individual task authorization. Invoices must show a breakdown of the number of hours worked by each person 4 charging time to the task authorization, hourly salary cost and any reimbursable expenses. 6.0 INSURANCE AND HOLD HARMLESS /INDEMNIFICATION CONSULTANT shall maintain in force during the term of this Agreement, at its own expense, insurance as set forth in Exhibit `B ", attached hereto and incorporated herein and shall be bound by the terms of the Hold Harmless /Indemnification provisions expressed therein. 7.0 COMPLIANCE WITH LAWS AND REGULATIONS CONSULTANT shall comply with all requirements of federal, state and local laws, rules, regulations, standards, and /or ordinances applicable to the performance of this Agreement. 8.0 REPRESENTATIONS 8.1 CONSULTANT represents that the services provided hereunder shall conform to all requirements of this Agreement and Exhibit A hereto and shall conform to the customary standards of care, skill, and diligence appropriate to the nature of the services rendered. 8.2 CONSULTANT represents that the personnel furnishing such services shall be qualified and competent to perform the services assigned to them and that such guidance given by and the recommendations and performance of such personnel shall reflect their best professional knowledge and judgment. 9.0 GUARANTEE AGAINST INFRINGEMENT CONSULTANT guarantees that all services provided under this Agreement shall be free from claims of patent, copyright, and trademark infringement. Notwithstanding any other provision of this Agreement, CONSULTANT shall indemnify and hold harmless CITY, its officers, directors, employees, agents, assigns, and servants from and against any and all liability, including expenses, legal or otherwise, for actual infringement of any patent, copyright, or trademark resulting from the use of any goods, services, or other items provided under this Agreement. Notwithstanding the foregoing, CONSULTANT may elect to provide non - infringing services. 10.0 DOCUMENTS 10.1 Upon CITY'S or its designated Project Manager's request, at any time during the term of this Agreement or upon completion or termination of this Agreement, CONSULTANT shall provide CITY or its designated Project Manager with a copy of all documents and electronic files prepared by CONSULTANT under this Agreement or any Task Authorization hereunder. CITY understands that re -use of any documents for any other purposes, shall be at the CITY'S own risk. 5 10.2 The parties acknowledge that the CITY is a Florida municipal corporation and subject to the Florida Public Records Law, therefore, to the extent applicable to it, CONSULTANT agrees to comply with the terms thereof with regard to any and all documents related to the CITY. 11.0 ASSIGNMENT CONSULTANT shall not assign or subcontract this Agreement, any task authorization hereunder, or any rights or any monies due or to become due hereunder without the pnor, written consent of CITY. 12.0 INDEPENDENT CONSULTANT At all times during the term of this Agreement, CONSULTANT shall be considered an independent CONSULTANT. 13.0 DEFAULT If during the term of this Agreement, CONSULTANT shall be in default of any of the material provisions of this Agreement, CITY may suspend its performance hereunder until such delinquency or default has been corrected; provided, however that no suspension shall be effective unless and until CITY gives written notice of the default to CONSULTANT with at least ten (10) days to cure such default. If CONSULTANT fails to correct such delinquency or default within thirty (30) days of suspension by CITY, CITY may terminate this Agreement. 14.0 TERMINATION Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONSULTANT, terminate this Agreement if: a) without cause and for convenience upon thirty (30) days written notice to CONSULTANT b) CONSULTANT is adjudged to be bankrupt; c) CONSULTANT makes a general assignment for the benefit of its creditors; d) CONSULTANT fails to comply with any of the conditions of provisions of this Agreement; or e) CONSULTANT is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. 15.0 FORCE MAJEURE Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God: fire; flood; windstorm; explosion; riot; war; sabotage; strikes; extraordinary breakdown of or damage to CITY'S affiliates' generating plants, their equipment, or facilities; court injunction or order; federal and/or state law or regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of 6 the party affected; provided that prompt notice of such delay is given by such party to the other and each of the parties hereunto shall be diligent in attempting to remove such cause or causes. If any circumstances of Force Majeure remain in effect for sixty (60) days, either party may terminate this Agreement. 16.0 GOVERNING LAW & VENUE This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance with the laws of the State of Florida. Venue shall be Lake County, Florida, or the United States District Court in and for the Middle District of Florida. 17.0 HEADINGS Paragraph headings are for the convenience of the parties only and are not to be construed as part of this Agreement. 18.0 SEVERABILITY In the event any portion or part of this Agreement is deemed invalid, against public policy, void, or otherwise unenforceable by a court of law, the parties shall negotiate an equitable adjustment in the affected provision of this Agreement. The validity and enforceability of the remaining parts thereof shall otherwise be fully enforceable. 19.0 WAIVER AND ELECTION OF REMEDIES 19.1 Waiver by either party of any terms, condition, or provision of this Agreement shall not be considered a waiver of that term, condition, or provision in the future. 19.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party hereto. 20.0 THIRD PARTY RIGHTS Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than CITY and CONSULTANT. 21.0 PROHIBITION AGAINST CONTINGENT FEES CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. 7 22.0 ENTIRE AGREEMENT Except as otherwise state, this Agreement, including the schedules, attachments, appendixes and exhibits attached hereto, constitutes the entire agreement between CITY and CONSULTANT with respect to the services specified and all previous representations relative thereto, either written or oral, are hereby annulled and superseded 23.0 SOVEREIGN IMMUNITY Nothing contained in the Agreement shall be construed as a waiver of the CITY'S rights to sovereign immunity under Section 768 28, Florida Statutes, or other limitations imposed on the CITY'S potential liability under state or federal law 24.0 NOTICE Any notices required to be given by the terms of this Agreement shall be delivered by hand or mailed, postage prepaid to CITY City Manager City of Clermont 685 West Montrose Street Clermont, Florida CONSULTANT Courtney Violette, Managing Partner Magellan Advisors 1111 Lincoln Road, 4 Floor Miami Beach, Florida Either party may change the name of the person receiving notices and the address at which notices are received by so advising the other party in writing IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated below CITY OF " ONT, FLORIDA MAGELL;I 0 VISORS arold Turville, Jr , Mayor ' Co. ey S Violette, anag Partner DATE pu 15 }- q a DATE 1A0 Attest Attest Attest / // Tracy Ackroy , City Clerk 8 Exlubit "A" TASK AUTHORIZATION FOR CONTINUING CONTRACT AGREEMENT BETWEEN THE CITY OF CLERMONT FLORIDA AND MAGELLAN ADVISORS, LLC This Task Authorization is by and between MAGELLAN ADVISORS, LLC, 1111 2.a t1colh ?d q j / f, km; ae / , hereinafter referred to as "CONSULTANT" and the CITY OF CC. RMO jj heremafter referred to as "CITY" and is to that certain agreement between the parties dated GL aas't" 9 , c9 )// , and any amendments thereto, heremafter collectively referred to as "the Agre ent" The Parties, m exchange for the mutual covenants contamed herein and in the Agreement, agree as follows 1. This agreement expressly modifies the Agreement and in the event of a conflict, the terms and conditions of this Task Authonzation shall prevail. 2. In addition to all other terms and conditions contained m the Agreement, CONSULTANT shall provide services relatmg to as more particularly descnbed in the Scope of Services attached hereto and incorporated herein as Task Authorization Exhibit "A ". In consideration for, and upon, the satisfactory completion of said services, the CITY shall pay to CONSULTANT the amount set forth in Task Authonzation Exhibit `B" attached hereto and incorporated herein. 3 CONSULTANT shall complete the services to be provided herem within days of the date of issuance of a Notice to Proceed by CITY. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes herein expressed on the dates set forth below. CITY OF C Date 11 U3U t q r o t MAGELLAN ADVISORS, LLC. By: Signature (Name/Title Prmted or Typed) Date: Exhibit `B" INSURANCE REQUIREMENTS Continuing Services Agreement SPECIAL PROVISIONS Where available all policies shall be of an occurrence type and provide a forty -five (45) day notice of cancellation or modification of coverage. Prior to commencement of work, the proper insurance certificates shall be provided to, and approved by the CITY. DEDUCTIBLES: Given that the indemnification agreement is intended to be supported by first dollars insurance policies, which require full disclosure of any and all deductible for all coverage required by this specification or Contract, the only exception will be the area of Workers' Compensation. The CITY reserves the right to determine acceptable limits of such deductibles. FIRST DOLLAR COVERAGE: To the extent that the CONSULTANT may elect to purchase insurance, which provides a deductible or (SIR) self insure retention, the CONSULTANT will assume liability to personally indemnify the CITY to the same level of coverage required of their insurance carrier. COVERAGE'S & LIMITS COMMERCIAL GENERAL LIABILITY: This insurance shall be an "occurrence" type policy written in comprehensive form and shall protect the CONSULTANT and the additional insured against all claims arising from bodily injury, sickness, disease, or death of any person other than the CONSULTANT'S employees or damage to property of the CITY or others arising out of any act or omission of the CONSULTANT or his agents, employees, or subcontractors. This policy shall also include protection against claims insured by usual personal injury liability coverage, and to insure the Agreementual liability assumed by the CONSULTANT under the article entitled INDEMNIFICATION and COMPLETED OPERATIONS AND PRODUCTS LIABILITY coverage. The liability limits shall not be less than: Personal Injury and $1,000,000 Combined Property Damage Single limit each occurrence BUSINESS AUTOMOBILE LIABILITY: This insurance shall cover "any auto" type for bodily injury and property damage. This shall include owned vehicles, hired and non- owned vehicles, and employee non - ownership. The liability limits shall not be less than: Bodily Injury and $1,000,000 Combined Property Damage Single limit each occurrence WORKERS' COMPENSATION INSURANCE: The CONSULTANT shall take out and maintain during the life of this agreement, workers' compensation insurance for all of his employees connected with the work of this project and in case any work is sublet, the CONSULTANT shall require the subcontractor similarly to provide workers' compensation insurance for all of the latter's employees unless such employees are covered by the protection afforded by the CONSULTANT. Such insurance shall comply fully with Florida Statutes, Chapter 440 and the Florida Workers' Compensation Law. In case any class of employees engaged in hazardous work under this contract at the site of the project is not protected under the workers' compensation statute, the CONSULTANT shall provide adequate insurance, and cause such subcontractor to provide adequate insurance, satisfactory to the owner, for the protection of his employees not otherwise protected. PROFESSIONAL LIABILITY: CONSULTANT shall carry professional malpractice insurance in the amount of $1,000,000 throughout The term of this Agreement and shall maintain such coverage for an extended period of three (3) years after completion and acceptance of any work performed hereunder. At all times throughout the period of required coverage, said coverage shall insure all claims accruing from the first date of the Agreement through the expiration date of the last policy period. In the event that CONSULTANT shall fail to secure and maintain such coverage, CONSULTANT shall be deemed the insurer of such professional malpractice and shall be responsible for all damages suffered by the CITY as a result thereof, including attorney's fees and costs. HOLD HARMLESS/INDEMNIFICATION To the fullest extent permitted by laws and regulations, the CONSULTANT shall defend, indemnify, and hold harmless the CITY, its officers, directors, , and employees from and against all claims, damages, , and expenses, direct, indirect, or consequential (including but not limited t reasonable fees and charges of engineers, architects, attorneys, and other professionals and court and arbitration costs) arising out of or resulting from any acts of omission or negligence in the performance of the work by the CONSULTANT, any subcontractor, or any person or organization directly or indirectly employed by any of them to perform or furnish any of the work or anyone for whose acts any of them may be liable. In any and all claims against the CITY, or any of its officers, directors, agents, or employees by any employee of the CONSULTANT, any subcontractor, any person or organization directly or indirectly employed by any of them to perform or furnish any of the work or anyone for whose acts any of them may be liable, this indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the CONSULTANT or any such subcontractor or other person or organization under workers' or workmen's compensation acts, disability benefit acts, or other employee benefit acts, nor shall this indemnification obligation be limited in any way by any limitation on the amount or type of insurance coverage provided by the CITY, the CONSULTANT, or any subcontractors APPLICABILITY It is the express intent of the CONSULTANT that this Agreement shall apply to all work or purchase orders incidental to the professional graphical /geographical systems (GIS) and computer aided design (CAD) services agreement SUBROGATION The CONSULTANT and any subcontractors shall require their insurance carriers, with respect to all insurance policies, to waive all rights of subrogation against the CITY, except for "Professional Liability" and workers' or workmens' compensation In the case of "Professional Liability," the Engineer /Architect and any subcontractors shall waive all rights of subrogation except in situations where gross negligence is shown on the part of the CITY RELEASE OF LIABILITY Acceptance by the CONSULTANT of the last payment shall be a release to the CITY and every officer and agent thereof, from all claims and liability hereunder for anything done or furnished for, or relating to the work, or for any act or neglect of the CITY or of any person relating to or affecting the work, unless expressly reserved in writing at the time that CONSULTANT submits its request for final or last payment COMPANIES ISSUING POLICIES Each insurance policy issued hereunder shall be issued by a company or companies authorized to do business in the State of Florida and which have an A ■ _ • •any rating of "A" or better and a Financial Size category of "VIP' or as • • rwi - approve. by CITY, in its sole discretion c • r Violette, Man.t : ' . rtner DATE '7 / L UL J �J_ © i Municipal Broadband Design /Technical Plan I , 1 t - I' .... •••.:-.............,10.. ...., • - ' I . • . t , '., i j 4 ...,. ! , -....-...... .-„,...___,... ,‘. ,-,,----i....„,,,, , _ F .4. ' ,::.•• ; er. rE3 tyl d.j V. !.■.'_'-!.'.-.Ha'e.V. ,,.........,d, . ,. _:,..,_ T.:: 1.......-.77-0 7 ' I t , p a s� �" k • fr 1 ..N. P. -, %.ta.: -7 ,• ; k� , ,- 4 Iii ._ �� , fl- I !f s r _ Proposal to The City of Clermont Prepared For: Don Dennis, IT Manager Prepared: 7/10/2011 MageIIan. ADVISORS Magellan. ADVISORS Table of Contents Executive Summary 3 Opportunity for The City of Clermont ... 3 Magellan Advisors, Your Municipal Broadband Partner 4 Projects and References 6 Project Objectives 7 Project Deliverables 9 Project Timeline... 9 Project Pricing ... ......... 10 Client Responsibilities 10 Signature and Acceptance 11 Munwpal Broadband Planning Services 2011 Magellan Advisors LLC Page 2 of I I Magellan. ADVISORS Executive Summary Broadband and Our Communities The future of our communities is determined increasingly on their "connectedness" to the digital world. Broadband superhighways have become a critical factor in measuring their capabilities to succeed in the new world economy. infrastructure that enables these superhighways is essential, enabling businesses, residents and local governments to connect with one another. Through municipal broadband, communities have the opportunity to have greater control over their economic futures Investment in broadband infrastructure can have significant impact on how local economies are developed and sustained , Businesses are increasingly reliant on broadband telecommunications as part of their day -to -day operations. Resultantly, local broadband has become one of the key factors in selecting a location to start or re- locate a business Similarly, the percentage of teleworkers and home -based businesses has skyrocketed in recent years, in part due to broadband access in our communities The importance of this resource cannot be underscored and local governments now have the opportunity to become the driving force to secure broadband in their communities. Local governments are charged with making wise Investments in infrastructure that will benefit their communities Where local roadways have provided transit systems that allow residents and businesses to connect with one another, broadband provides the communications systems that allow residents and businesses to connect with the rest of the world. In areas where broadband has been slow to develop, local governments have taken it upon themselves to strengthen their communities by investing in municipal broadband. in doing so, they have leveled the playing field for their residents and businesses, allowing their communities to compete in the connected world. These investments provide long -term benefit to local governments and their communities Municipal broadband supports economic and community development, enabling local job growth, supporting development of high -tech and high -wage industries and attracting new businesses to the local area. Broadband can enable Internet access in public facilities, parks, and other community centers. It can enable new public services, such as local online advertising for business, community bulletin boards and online community alert systems. Internally to government, municipal broadband benefactors include public safety, environmental services, utilities, public works and information technology, among others. Wireless services for police and fire rescue, fiber connectivity for intelligent traffic systems and high -speed connections between facilities can all be realized through broadband initiatives. Additionally, school districts, trade schools, colleges and universities can all make use of municipal broadband systems to improve their communications and collaboration while reducing cost. The foundation of broadband allows for many immediate benefits and creates a platform to secure future community and local government needs. Opportunity for The City of Clermont From an initial analysis, we have determined that the City of Clermont has strong potential to evaluate a municipal broadband project, for the following reasons: • The City has already made the conscious effort to deploy communications conduit alongside other capital improvement projects throughout the city • The City has an opportunity to offset existing and future telecommunications costs A municipal broadband project can achieve this goal with a relatively short payback period and permanently offset these recurring costs. • The City is currently experiencing several technical issues with its current network (WAN) Infrastructure, including outages and bandwidth constraints. A municipal owned fiber network would resolve these limitations while "futureproofing" its ability to deploy other bandwidth intensive technologies Municipal Dr oadhand Planning Services 2011 Magellan Advisors LLC Page 1 of 1 1 Magellan. ADVISORS These factors together present a strong case for the City of Clermont to develop a broadband design /technical plan. Magellan Advisors, Your Municipal Broadband Partner Magellan Advisors provides consulting and project management services to local governments who wish to bring municipal broadband into their communities. We use a comprehensive approach to understand, document, develop and implement our clients' most challenging municipal broadband projects. Our consultants understand the goals of local government and have extensive experience creating effective solutions, organizationally, operationally and technically. We are a true advocate and partner in helping you achieve your municipal broadband goals. Our services focus heavily on strategic planning for municipal broadband, aligning telecommunications initiatives with community goals of civic leaders and the management team. As these projects have long -term impact on community and economic development, we provide guiding principles and insight that help decision makers use municipal broadband most effectively in their communities. We focus on the complete picture of municipal broadband planning, incorporating the organizational, operational, financial and technical aspects of these systems into your community We have assisted numerous cities and counties with their municipal broadband needs, always focused on exceeding their project goals. We are a full -cycle consulting firm, partnering with our clients from project inception through implementation and into continuing operations. We are a "hands -on" firm with strong project management abilities and implementation skills to see our client's projects through from concept to completion. Our wide spectrum of services provides unmatched value to our client's projects, resulting in success in achieving business, government and community goals. We provide you with a single - point -of- contact in our organization, a resource who is well equipped to manage the entire project and interface with many diverse groups within your organization. This gives our clients the attention and resource needed to see a project from concept to completion, while simplifying the flow of information between groups. Municipal Bi oadband Planning Services 2011 Magellan Adviso■ ti LLC Page 4 of 11 Mage / /an. ADVISORS Magellan's Municipal Broadband Services Portfolio Strategic & Economic & Community Financial Network End - to-End Needs Network Design Network Assessments Business Community Marketing & Modeling & & Engineering Construction Operations Project Planning Development Communications Analysis Management Management Municipal Broadband Development for Local Government Needs Assessments Financial Modeling and Analysis • Demographics of existing, adjacent and overlapping • Financial planning tailored to specific business models markets and organizational requirements • Market sizing, take -rates and demand aggregation • TCO, RO1 and Cost of Capital analysis • Competitive analysis of existing service providers in • Capital budgeting process including initial builds, the market expansions and other capital outlays • Regional /national trends and emerging technologies • Operational budgeting process including staff, O &M • Bandwidth growth /usage and the applications that are and other operational outlays driving this growth • Financing and leasing options and their impact on the • Product mix, complements and substitutes in the project market Network Design and Engineering Strategic & Business Planning • Outside /Inside plant design and engineering • Analysis of structuring options and business models • TDM /DWDM /SONET /Ethernet /MPLS /IP • Regulatory requirements of various business models infrastructure design and engineering • Operational planning and management for the • Core, distribution and access network design and organization engineering • Financial modeling and analysis of various business • Convergence planning and integration on multi- service models IP networks • • Capacity planning and network expansion Alignment with community and organizational goals Economic & Community Development Network Construction • Impact of technology and telecommunications projects • Construction of outside plant, inside plant, facilities on the greater community • Construction of fiber, copper, wireless and systems • Job creation studies through technology and • Systematic evaluation of competing vendors and telecommunications projects balanced scorecards • High -Tech business park development /Technology • Cost /benefit analysis of disparate vendor solutions incubator development • Integration testing and pilot projects • Technology and telecommunications programs for low • Vendor negotiations and performance management income and disadvantaged groups • Requirements planning for RFx releases • Marketing municipal telecommunications to high -tech • Evaluation of qualified bids for compliance and adjacent industries • Pre -bid meeting presentations Community Marketing and Communications Network Operations and Management • Development of educational materials for community • Determining operational support requirements and stakeholders staffing needs • Development of direct marketing for local businesses • Operations support systems, network management and residents systems • Press release management • Defining standard operating procedures • Service provider marketing and communications • Creating service level agreements Municipal Broadband Planning Services 2011 Magellan Advisor s LLC Page 5 of 11 a eII n * ADVISORS The Municipal Broadband Planning Process t J „ - ,4. �- 661i,lQlii 4 Air „ ,,1 •- . , 40944 ., 3' 4 (4:.7 1,elle tit 't - l,lr a-c'ch ctt •1 x 0444 •4 .> i jt ', • 0110)16 �Si fl� U'• o ck6 j.nr a=1!oiGts, - ,Yt7h,Lr U rR, zfi.41rg3 Projects and References We have significant experience assisting local governments with their municipal broadband, telecommunications and technology projects In Florida alone, we have worked with many City and County governments as a strategic partner to assist them with such projects For Clermont, this provides additional value, as we are intimitely familiar with Florida governments, statutes and the regulatory environment. Just a few of our customers include. Seminole County, FL Services Provided: Municipal broadband master planning, fiber -optic network engineering, inside /outside plant design, economic and community development planning, financial and operational telecommunications planning Contact. Steve Fussell Title. Director, Project Management Office Office. 407 - 665 -1111 Email: sfussell @seminolecountyfl gov Web: http / /www seminolecountyfl gov City of Bartow, FL Services Provided. Municipal broadband planning, fiber - optic network engineering, inside /outside plant design, financial and operational telecommunications planning, federal grant preparation Contact. Frank Canovaca Title: Information Technology Manager Office. 863 - 534 -0252 Email: fcanovaca cis @cityofbartow net Web: http / /www cityofbartow net Municipal Bi oadband Planning Services 2011 Magellan Advtsot s LLC Page 6 of 1 1 Magellan. ADVISORS City of Palm Coast, FL Services Provided. Municipal broadband planning, fiber -optic network engineering, inside /outside plant design, economic and community development planning, financial and operational telecommunications planning, government technology /communications sharing programs Contact. James Majcen Title. Director of Information Technology & Communications Office: 386 - 986 -4752 Email: jmajcen @ci palm -coast fl.us Web. http / /www ci palm -coast fl us City of Cocoa, FL Services Provided: Municipal broadband planning, fiber -optic network engineering, inside /outside plant design, financial and operational telecommunications planning, government technology /communications sharing programs Contact. John Forzetting Title: Information Technology Manager Office. 321 - 433 -8550 Email. jforzetting @cocoafl.org Web: http. / /www cocoafl org City of Winter Garden, FL Services Provided. Municipal broadband planning, fiber -optic network engineering, inside /outside plant design, financial and operational telecommunications planning, federal grant preparation Contact. Bob Reilly Title: Chief information Officer Office: 407 - 656 -4111 Email• breilly @cwgdn com Web: http. / /www cwgdn com Project Objectives This project will create a comprehensive Municipal Broadband Design /Technical Plan that will allow the City of Clermont to expand its existing broadband infrastructure and provide new services to the community, government, citizens and businesses. This plan will provide The City of Clermont with a broadband network design that will be used to interconnect all municipal sites and any other locations of community interest. This project will include a high level design and fiber routing plan which will show all fiber routes that currently exist in the city and proposed routes that would have to be constructed to complete the network segments. This will also include all segment lenghts, materials and labor breakdown, and budgets to design /construct. The techical plan will provide standards for the city as it relates to all backbone and lateral segments It will also include inforamtion regarding current equipment owned by the city, equipment that will be required to 'light up" the network and any network management practices or software packages that could be utilized. The financial plan will include all captial costs that will be requried to design /constuct the network Magellan will use its relationships with material suppliers and construction firms to accuratey estimate the capital costs of the network The plan will also provide any annual operating and maintenance costs. Finally, we will work with the City of Clermont IT staff to develop a business case for the network which will show return on investment of the network, to include direct replacement costs from leasing access on carrier networks and additional government uses that will reduce the cost of doing business for the City of Clermont. This project will focus on the following key aspects of municipal broadband planning for the City• Municipal Broadband Planning Services 2011 Magellan Advisors LLC Page 7 of I I Magellan. ADVISORS 1 Technical Planning a Develop a comprehensive engineering design for the Clermont broadband network that accomodates the municipal needs while taking into account future uses for service providers and their customers, local businesses and residents 1 Backbone network 11. Last -mile network 111. Equipment iv. Network management b. Create technical specificiations required for new broadband infrastructure in the City of Clermont, to ensure that new infrastructure that is developed meets technical guidelines and interoperability. c Ensure that the Clermont network can provide an adequate level of service to its internal customers and deliver a standardized Service Level Agreement 2. Financial Planning a Provide a package of financials that shows the financial performance of the Clermont broadband network over a 10 -year period. This packagre will include. 1 Comprehensive budget forecasts for the Clermont broadband network, including: 1 Capital budgets 2 Operating budgets 3. Financing budgets The core components of Clermont's Municipal Broadband Design /Technical Plan include the following: Network Assessment The network assessment provides a thorough evaluation of the current fiber -optic infrastructure, including outside plant, inside plant, equipment, facilities, operations and maintenance. The goal of this section is to determine the capabilities of the current network to ensure the City can provide quality and cost - effective services to the market. It will determine the types and capacities of the municipal broadband network. Broadband mapping is completed in this section as well, to identify the coverage of the City's network in the existing community. Broadband Technical Plan This section provides the technical design of the municipal broadband network, Including outside plant, inside plant, last -mile, backbone, equipment and network management. This section will also identify any gaps in the current network from the Network Assessment and recommend necessary build -out, retrofit and /or conversions. Different technologies and architectures will be identified to suit existing and future needs Any costs of network expansion and adaptation will be represented in the Financials section of the plan. Financials The financial plan will determine the viability and performance of a municipal broadband project to allow City leaders to make informed decisions about if and how to invest in municipal broadband We provide all financial components related to the broadband entity for the period (10 years), including • Capital and Operation Budgets Municipal Bi oadband Planning Services 2011 Magellan Advisor LLC Page 8 of 11 Magellan_ ADVISORS Project Deliverables All documents for the project will be delivered in paper and electronic copy The deliverables for this project include. 1. The City of Clermont Broadband Design /Technical Plan 2 Council & management level presentations on municipal broadband 3. Periodic update presentations on the status of the project and next steps 4 Municipal broadband educational materials for City leaders and management to provide the benefits of broadband to the organization and community 5 Municipal broadband educational materials for the community -at -large to provide a basic knowledge of the project, benefits and timeline 6. A forward - looking document to determine the next steps after completion of the plan Project Timeline In general, municipal broadband projects can range anywhere from three to six months Based on the size of Clermont we estimate the project to be completed in two months. We are able to begin this project as early as August 1, 2011. The chart below illustrates the timeline for main components of the project Pro'ect Com s onent Month # 1 2 Assessments • Network assessment Technical Planning • Broadband technical plan • Last -mile network • Backbone network • Equipment • Network management Business Planning • Business case development Financial Planning • Capex /Opex requirements Municipal Broadband Planning Services 2011 Magellan Advisor s LLC Page 9 of I I Magellan. ADVISORS Project Pricing Pricing for the project includes all work completed by Magellan for The City of Clermont as stated under this Proposal. We estimate that over the two -month duration of the project, approximately 3 days per month of onsite work will be necessary to successfully complete the project. Days are based on 10 working hours per day. Project Component Hourly Rate Hours Total Assessments • Network assessment $125 40 $5,000 Technical Planning • Broadband technical plan • Last -mile network $125 60 $7,500 • Backbone network • Equipment • Network management Business Planning • Business case development $125 20 $2,500 Financial Planning g • Capex /Opex requirements $125 40 $5,000 Project Total $20,000 Payment Terms The project pricing as detailed above covers all said deliverables in this proposal. Magellan will bill monthly for work completed on the project and expenses incurred. Each invoice will be accompanied by an itemized list of tasks completed during the period. Invoices are payable net 30 days from date of invoice. Magellan, will charge an initial 30% of the total project cost at the inception of the project. Magellan charges a 3.0% late fee per month on invoices paid beyond net 30. Client Responsibilities The following client responsibilities are geared toward making a municipal broadband project successful in the timeframe stated and to avoid any delays that may cause the project to run beyond its allocated timeframe The following client responsibilities follow • Provide adequate staff resources to Magellan personnel working on project • Ensure that City staff working with Magellan have suitable knowledge about the subject matter and understand the project Municipal Pi oadband Planning Sei vices 2011 Magellan Advisors LLC Page 10 of 11 Magellan. ADVISORS • Provide adequate information to Magellan personnel, including, but not limited to the following data: o City demographic information, including population information, growth, income distribution and per capita information (where available) o City existing, pending and future commercial business and other major planned developments for the area, including business /technology parks and residential /commercial o GIS data from the City's internal systems, including fiber routes, facilities, outside plant infrastructure and other utility infrastructure o Network infrastructure and telecommunications inventories o Other key organizational data (to be determined) o Financial data on network and telecommunications assets, funding information for new municipal broadband development • Provide adequate physical access to Magellan personnel for site visits to City facilities, outside /inside plant infrastructure and other City owned or operated areas • Process in timely fashion any changes to the engagement or scope of work between Magellan and City Signature and Acceptance Signature of this Proposal by The City of Clermont, FL warrants that all components of this Proposal are acceptable to City and that the person(s) signing this Proposal has the right, power and authority to execute Proposal. Magellan Advisors, LLC City of Clermont, FL C Print Name: Print Name: W (Q' d S • 1 U V 1 \ t ( • Title: Title: MQ 11 I I 1. 111 Si gnature: Si . natur .. Date: Date: 1'-1 uQt,S4- 9 c o' P1unu' pal 3 1 od(')nn( Fla ui np, 5eiv ( L ti 20 : 1 PSal;elIa i Adv vi s 1 , L ( P l L I of TASK AUTHORIZATION FOR CONTINUING CONTRACT AGREEMENT BETWEEN THE CITY OF CLERMONT FLORIDA AND MAGELLAN ADVISORS, LLC This Task Authorization is by and between MAGELLAN ADVISORS, LLC, 1111 Lincoln Road, 4 Floor, Miami Beach, Florida hereinafter referred to as "CONSULTANT" and the CITY OF CLERMONT, hereinafter referred to as "CITY" and is to that certain agreement between the parties dated _ 9 �© /� , and any amendments thereto, hereinafter collectively referred to as "the Ag ement" he Parties, in exchange for the mutual covenants contained herein and in the Agreement, agree as follows 1 This agreement expressly modifies the Agreement and in the event of a conflict, the terms and conditions of this Task Authorization shall prevail 2. In addition to all other terms and conditions contained in the Agreement, CONSULTANT shall provide services relating to IT Services as more particularly described in the Scope of Services attached hereto and incorporated herein as Task Authorization Exhibit "A" In consideration for, and upon, the satisfactory completion of said services, the CITY shall pay to CONSULTANT the amount set forth in Task Authorization Exhibit "B" attached hereto and incorporated herein 3 CONSULTANT shall complete the services to be provided herein within 30 days of the date of issuance of a Notice to Proceed by CITY IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes herein expressed on the dates set forth below CITY OF C T Date PF L U S+ 9 apt 1 MAGELLA`; 'r ISORS, I :y / �N■ s g ature Courtne S Viole e . 4 . . in. Partner (Name/ itle tinted or Typed) Date ,� J/ Magellan_ ADVISORS 1000 South Pointe Drive #703 Miami Beach, FL 33139 0: 786.208.8952 F: 786.524.2214 E. infoemaaellan- advisors.cont August 3, 2011 RE: Task Authorization, City of Clermont Broadband Planning Project: City of Clermont - Network Assessment Scope: The network assessment provides thorough evaluation of the City's current and future technology /telecommunications needs as a basis for development of a municipally -owned fiber -optic network. It provides analysis of the current technology infrastructure to ensure that a municipally -owned fiber -optic network will be able to meet the needs of the City. This assessment also analyzes current outside plant, inside plant, facilities, network equipment, technologies and processes in use at the City to optimize the development of a municipally -owned fiber -optic network. Deliverables: - Electronic and paper delivery of the Network Assessment - Onsite meetings and conference calls as needed to complete Network Assessment - Presentation of Network Assessment to City of Clermont project representatives Cost: $5000.00