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2014-050 r SUPPLIER AGREEMENT FOR FIBERNET OSP OPERATIONS & MAINTENANCE SERVICES THIS AGREEMENT, made and entered into this°TA day of SLkC\p 2014, A D , by and between the City of Clermont 685 West Montrose Street, Clermont, Flonda (hereinafter referred to as "CITY"), and DANELLA CONSTRUCTION OF FLORIDA, 581 Washburn Road, Melbourne, FL, 32934 (hereinafter referred to as "SUPPLIER") WHEREAS, SUPPLIER has through the public procurement process entered Into an agreement with the City of Palni Coast, FL for the provision of fibernet OSP operations &maintenance services, WHEREAS, based on SUPPLIER's response, City of Palm Coast awarded a contract to SUPPLIER under the terms of RFP-IT-13-01, WHEREAS, CITY desires to utilize the SUPPLIER's approved bid with the City of Palm Coast in accordance with CiTY's procurement policy, and WHEREAS, SUPPLIER desires to enter into a contract with CITY based on the terms and conditions of the City of Palm Coast contract RFP-iT-13-01 WITNESSETH That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows ARTICLE I - SCOPE OF WORK The SUPPLIER shall furnish the services as descnbed in the City of Palm Coast contract RFP-IT-13-01 which is attached hereto and incorporated herein as Exhibit "A" and shall do everything required by this Agreement and the other Agreement Documents contained in the specifications, which are a part of these Documents Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from SUPPLIER To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern ARTICLE II - THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement documents and the Unit Pnce Schedule an amount in accordance with the compensation schedule set forth in Exhibit 'B', attached hereto and Incorporated herein ARTICLE III—TERM AND TERMINATION 1 This Agreement is to become effective upon execution by both parties, and shall remain in effect until March 7, 2016, unless renewed as set forth above or terminated as provided for herein At the option of CITY, this Agreement may be extended thereafter for two (2) additional one (1) year terms 1 V 2 Notwithstanding any other provision of this Agreement, CITY may, upon wntten notice to SUPPLIER, terminate this Agreement if a) without cause and for°convenience upon thirty (30) days wntten notice to SUPPLIER b) SUPPLIER is adjudged to be bankrupt,, c) SUPPLIER makes a general assignment for the benefit of its creditors, d) SUPPLIER fails to comply with any of the conditions of provisions of this Agreement, or e) SUPPLIER is expenencing a labor dispute, which threatens to have a substantial, adverse impact upon performance,of this Agreement, without prejudice to any other nght 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 pnor to the effective date of termination ARTICLE IV - COMMENCEMENT AND COMPLETION OF WORK The, SUPPLIER shall provide all items in the timeframe as set forth in the applicable purchase order ARTICLE V - PAYMENTS In accordance with the provisions fully set forth in the General Conditions, SUPPLIER shall submit a payment request by the third (3rd) day of each calendar month for items provided dunng the -preceding calendar month CITY shall make payment to the SUPPLIER, within thirty (30) calendar days, on the basis of a duly certified and approved payment invoice by the CITY for items provided and accepted by the CITY ARTICLE VI—DISPUTE RESOLUTION - MEDIATION 1 Any claim; dispute or other matter in question ansing out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party 2 The CITY and SUPPLIER shall endeavor to resolve claims, disputes and other matters in question between them by mediation 3 The parties shall share the mediator's fee and any filing fees equally The mediation shall be held in Clermont, Lake County, Flonda, unless another location is mutually agreed upon Agreements reached in-mediation shall be enforceable as settlement agreements in any court having junsdiction thereof ARTICLE VII—INSURANCE AND INDEMNIFICATION RIDER 1 Worker's Compensation insurance - The SUPPLIER shall take out and maintain dunng the life of this Agreement Worker's Compensation insurance for all his employees connected with the work of this Project and, in case any work is sublet, the SUPPLIER shall require the subSUPPLIER similarly to provide Worker's Compensation 2 Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the SUPPLIER Such insurance shall comply with the Florida Worker's Compensation Law In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the SUPPLIER shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected 2 SUPPLIER's Public Liability and Property Damage insurance - The Contactor shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be minimum limits as follows (a) SUPPLIER's Comprehensive General, $1,000,000 Each ($2,000,000 aggregate) Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit (b) Automobile Liability Coverages, $1,000,000 Each Bodily Injury & Property Damage Occurrence, Combined Single Limit (c) Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis 3 SubSUPPLIER's Public Liability and Property Damage Insurance - The SUPPLIER shall require each of his subSUPPLIERs to procure and maintain during the life of this subcontract, Insurance of the type specified above or insure the activities of his subSUPPLIERs in his policy, as specified above 4 Indemnification Rider (a) To cover to the fullest extent permitted by law, the SUPPLIER shall indemnify and hold harmless the CITY and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the SUPPLIER, any subSUPPLIER, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not It is caused in part by a party indemnified hereunder Such obligation shall not be construed 3 to negate, abndge, or otherwise reduce any other nght to obligation of indemnity which would otherwise exist as to any party or person descnbed in this Article (b) In any and all claims against the CITY or any of its agents or employees by any employee of the SUPPLIER, any subSUPPLIER, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph 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 SUPPLIER or any subSUPPLiER under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts (c) The SUPPLIER hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein ARTICLE VIII - NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below Any such notice shall be deemed given when received by the party to whom it is intended SUPPLIER Danella Construction of Florida 581 Washburn Road Melbourne, FL 32934 Attn Dan Howick, Business Dev Manager CITY City of Clermont 685 W Montrose Street Clermont, FL 34711 Attn Darren Gray, City Manager ARTICLE IX—MISCELLANEOUS 1 Attorneys' Fees In the event a suit or action is instituted to enforce or interpret any provision of this agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law 2 Waiver The waiver by city of breach of any provision of this agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or 4 of such provision itself and shall in no way affect the enforcement of any other provisions of this agreement 3 Severability if any provision of this agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the agreement valid and enforceable under applicable law, the remainder of this agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this agreement shall be valid and enforceable to the fullest extent permitted by applicable law 4 Amendment Except for as otherwise provided herein, this agreement may not be modified or amended except by an agreement in wntmg signed by both parties 5 Entire Agreement This agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all pnor and contemporaneous agreements between the parties with respect to the performance of services by SUPPLIER 6 Assignment This agreement is personal to the parties hereto and may not be assigned by SUPPLIER, in whole or in part, without the prior wntten consent of city 7 Venue The parties agree that the sole and exclusive venue for any cause of action arising out of this agreement shall be Lake County, Florida 8 Applicable Law This agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida 9 Records SUPPLIER expressly understands and acknowledges that any and all documents related to the services provided herein, may be considered records that are subject to examination and production in accordance with Florida's Public Records Law SUPPLIER expressly agrees that it will comply with all requirements related to said law and that it will hold CITY harmless, including attorney fees and litigation costs, for any such disclosure related to Florida's Public Records Law ARTICLE X - AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated Document Precedence 5 1 This Agreement 2 Notice to Proceed or Purchase Order 3 CITY's Purchasing Policy 4 All documents contained in the City of Palm Coast contract No RFP-IT-13-01 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this0 R day of , 2014 City of Clenuon :.° i7 'J1701 S Turville, Jr, Mayor a,�'�. - ^; . At est : ' Tracy-Ackroyd, City Clerk Ay t Danella Cr: struction of Flonda By - Ea. /�i...J PnN,6t S dam& /ttv e Pnnted Name and Title Attest Corporate :ecretary (∎ ame Pnnted or Typed) 6 EXHIBIT A CITY OF PALM COAST SERVICES CONTRACT WITH DANELLA CONSTRUCTION OF FLORIDA FOR FIBERNET OSP OPERATIONS & MAINTENANCE (RFP-IT-13-01) THIS CONTRACT_ and entered into the 4 , day of M<I'c k , 20 IS P-�by and between the City of Palm Coast, Florida 160 Cypress Point Parkway, Suite 13-106 Palm Coast, Florida 32164 a municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the "CITY," and Danella Construction of Florida 581 Washburn Road Melbourne, Florida 32934 a corporation, authorized to do business in the State of Florida, hereinafter referred to as the "Contractor" The CITY and the Contractor are collectively referred to herein as the "parties" WITNESSETH WHEREAS, the CITY desires to retain the Contractor for the work identified in the Request for Proposal and description of services outlined in Exhibit A, and WHEREAS, the CITY desires to employ the Contractor for the performance to support the activities, programs, and projects of the CITY upon the terms and conditions hereinafter set forth, and the Contractor is desirous of performing and providing such services upon said terms and conditions, and WHEREAS, the Contractor hereby warrants and represents to the CITY that it is competent and otherwise able to provide professional and high quality services to the CITY, and WHEREAS, all submissions submitted by the Contractor in the Qualifications/RFP submitted to the CITY are hereby incorporated to the extent not inconsistent with the terms and conditions as set forth herein NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows I r TABLE OF CONTENTS SECTION 1 DEFINITIONS. 3 SECTION 2 CAPTIONS . . . .4 SECTION 3' EXTENT OF CONTRACT/INTEGRATION /AMENDMENT. .4 SECTION 4: NO GENERAL CITY OBLIGATION . . . , . 4 SECTION 5: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED 5 SECTION 6 GENERAL PROVISIONS 5 SECTION 7. CODES AND DESIGN STANDARDS . . 6 SECTION 8 SUBCONTRACTORS . . 6 SECTION 9' ASSIGNABILITY . .. . 7 SECTION 10. COMMENCEMENT/IMPLEMENTATION SCHEDULE OF CONTRACT . .. 7 SECTION 11• LENGTH OF CONTRACT.. ... 7 SECTION 12• DESCRIPTION OF SERVICES . .. , ,, , 8 SECTION 13. CONTRACTOR RESPONSIBILITIES. . .. 8 SECTION 14. CITY RIGHTS AND RESPONSIBILITIES. 9 SECTION 15 WAIVER SECTION 16 FORCE MAJEURE 10 SECTION 17' STANDARDS OF CONDUCT . ... . , 11 SECTION 18. NOTICES..... 12 SECTION 19: DESIGNATED REPRESENTATIVES. . . . . . 13 SECTION 20: WORK ORDERS . . 14 SECTION 21 CHANGE ORDERS. 15 SECTION 22. COMPENSATION. . . .. 15 SECTION 23: INVOICE PROCESS.. . . . 16 SECTION 24. TERMINATION OF CONTRACT . 17 SECTION 25' TERMINATION BY CONTRACTOR FOR CAUSE 17 SECTION 26. TERMINATION BY THE CITY WITHOUT CAUSE 18 SECTION 27. PAYMENT IN THE EVENT OF TERMINATION.,.. . 18 SECTION 28 ACTION FOLLOWING TERMINATION. 18 SECTION 29. SUSPENSION 18 SECTION 30 ALTERNATIVE DISPUTE RESOLUTION (ADR) . . .. 19 SECTION 31: SEVERABILITY.. 19 SECTION 32. CONTROLLING LAWSNENUE/INTERPRETATION . . 19 SECTION 33. INDEMNITY. . . . . . . . .... .. . .. . . . . ... . ... . . . ..20 SECTION 34• INSURANCE.. 20 SECTION 35. EQUAL OPPORTUNITY EMPLOYMENT/NON-DISCRIMINATION . . 22 SECTION 36. ACCESS TO RECORDS/AUDIT/PUBLIC RECORDS . . . . ..22 SECTION 37: COUNTERPARTS 23 SECTION 38: SUBMITTALS . . _ , „ 23 SECTION 39 EXHIBITS. . . . ., . . . .., . . . . ... . .. . . . 24 2 ( SECTION 1 DEFINITIONS. Ad valorem - In proportion to the estimated value of the goods taxed Contract — This document and all subsequent Work Orders between the CITY and CONTRACTOR Each Exhibit, as identified below, even if not physically attached, shall be treated as if they were part of this Contract Billing Penod—The period of time between project commencement to the close of the current penod, (inclusive), or from the close of the previous billing period, (exclusive), to the close of the current period, usually concurrent with the month In no case shall this period be less than one calendar month except for the final Billing Period Bona Fide - Made or carned out in good faith, sincere City—The City of Palm Coast, a municipal corporation of the State of Flonda holding tax exempt status Contractor - To include all principals of the CONTRACTOR including, but not limited to, full and part time employees, professional or otherwise, and all other agents employed by or for CONTRACTOR to perform its obligations hereunder Description of Services -Shall be wntten in paragraph form reasonably describing those services the CITY can expect the CONTRACTOR to provide The description shall be written In such a manner that the type of service is clearly provided, but broad enough that all services reasonably expected of the CONTRACTOR, including services provided by partners, subcontractors, and other supporting professionals, can be provided to the CITY Designated Representative—A person who administers, reviews, and coordinates the provision of services This definition applies equally to the CITY and to the CONTRACTOR Force Majeure - Force Majeure shall include, but not be limited to, hostility, revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future, provided that the cause whether or not enumerated in this Contract is beyond the control and without the fault or negligence of the party seeking relief under this Contract Law - Said phrase shall include statutes, codes, rules, and regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent jurisdiction Pan Matena — of the same matter, on the same subject Laws part materia must be construed with reference to each other/together when related to the same matter or subject The provisions of a Contract are to be construed together with no isolated construction of a particular provision such that it would defeat the overall intent of the Contract 3 ( it Submittals — Any item required by this Contract that the CONTRACTOR must provide the CITY either for inclusion as part of this Contract or not Type of Service— FiberNet OSP Operations and Maintenance Work Order - A detailed description of quantities, services, and a completion schedule provided issued by the CITY on it's approved form which, on occasion, may contain documents published on CONTRACTOR letterhead describing all work associated with the service to be provided by the CONTRACTOR to the CITY for an agreed price referencing this Contract by title and date SECTION 2: CAPTIONS. The Section headings and captions of this Contract are for convenience and reference only and in no way define, limit, descnbe the scope or intent of this Contract or any part thereof, or in any way affect this Contract or construe any provision of this Contract SECTION 3: EXTENT OF CONTRACT/INTEGRATION/AMENDMENT. (a) This Contract, together with the Exhibits, constitutes the entire integrated Contract between the CITY and the CONTRACTOR and supersedes all prior wntten or oral understandings in connection therewith This Contract, and all the terms and provisions contained herein, including without limitation the Exhibits attached, constitute the full and complete Contract between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence, and statements, whether written or oral (b) This Contract may only be amended, supplemented, or modified by a formal written amendment (c) Any alterations, amendments, deletions, or waivers of the provisions of this Contract shall be valid only when expressed in writing and duly signed by the parties (d) The Exhibits made part of this Contract are as follows Exhibit A - Description of Services Exhibit B - Certificate of Liability Insurance Exhibit C - Draft City Work Order Form Exhibit D - ADA Form Exhibit E - Price Schedule Exhibit F - Business Tax Receipt—(City of Palm Coast) Exhibit G - Vendor Registration SECTION 4 NO GENERAL CITY OBLIGATION (a) In no event shall any obligation of the CITY under this Contract be or constitute a general obligation or indebtedness of the CITY, a pledge of the ad valorem taxing power of the CITY or a general obligation or indebtedness of the CITY within the meaning of the Constitution of the State of Flonda or any other applicable laws, but shall be payable solely from legally available revenues and funds 4 ( f (b) The CONTRACTOR shall not have the right to compel the exercise of the ad valorem taxing power of the CITY SECTION 5: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED (a) Execution of this Contract by the CONTRACTOR is a representation that the CONTRACTOR is familiar with local conditions and with the services to be performed The CONTRACTOR shall make no claim for additional time or money based upon its failure to comply with this Contract The CONTRACTOR has informed the CITY, and hereby represents to the CITY, that it has extensive experience in performing and providing the services and/or goods descnbed in this Contract and to be identified in the Work Orders, and that it is well acquainted with the components that are properly and customarily included within such projects and the requirements of laws, ordinances, rules, regulations, or orders of any public authonty or licensing entity having junsdiction over CITY Projects Execution of a Work Order shall be an affirmative and irrefutable representation by the CONTRACTOR to the CITY that the CONTRACTOR is fully familiar with any and all requisite work conditions of the provisions of the services (b) The recitals herein are true and correct and form and constitute a matenal part of this Contract upon which the parties have relied (c) It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co-partners between the parties, or as constituting the CONTRACTOR (including, but not limited to, its officers, employees, and agents) the agent, representative, or employee of the CITY for any purpose, or in any manner, whatsoever The CONTRACTOR is to be and shall remain forever an independent CONTRACTOR with respect to all services performed under this Contract (d) Persons employed by the CONTRACTOR in the provision and performance of the services and functions pursuant to this Contract shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee nghts or privileges granted to the CITY'S officers and employees either by operation of law or by the CITY SECTION 8• GENERAL PROVISIONS. (a) Each party hereto represents to the other that it has undertaken all necessary actions to execute this Contract, and that it has the legal authority to enter into this Contract, and to undertake all obligations imposed on it The person(s) executing this Contract for the CONTRACTOR certifies/certify that he/she/they is/are authonzed to bind the CONTRACTOR fully to the terms of this Contract (b) This Contract is for FiberNet OSP Operations and Maintenance needed for the CITY'S operations as set forth herein and as otherwise directed by the CITY to include all labor and materials that may be required (c) The CONTRACTOR acknowledges that the CITY may retain other Contractors to provide the same types of services for CITY projects The CITY reserves the nght to select which Contractor shall provide services for CITY projects 5 t I (d) The CONTRACTOR acknowledges that the CITY has retained other Contractors and the coordination between said Contractors and the CONTRACTOR may be necessary from time to time for the successful completion of each Work Order The CONTRACTOR agrees to provide such coordination as necessary within the Scope of Services as contained in Section 12, Description of Services (e) The CONTRACTOR agrees to provide and ensure coordination between goods / services providers (1) Time is of the essence of the lawful performance of the duties and obligations contained In this Contract to include, but not be limited to, each Work Order The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Contract and each Work Order (g) CONTRACTOR shall maintain an adequate and competent staff or professionally qualified persons throughout the performance of this Contract to ensure acceptable and timely completion of each Work Order (h) Requirements for signing and sealing plans, reports, and documents prepared by the CONTRACTOR shall be governed by the laws and regulations of Flagler County and State Regulatory agencies (I) The CONTRACTOR hereby guarantees the CITY that all material, supplies, services, and equipment as listed on a Purchase Order meet the requirements, specifications, and standards as provided for under the Federal Occupations Safety and Health Act of 1970,from time to time amended and in force on the date hereof (.1) No claim for services furnished by the CONTRACTOR not specifically provided for herein shall be honored by the CITY SECTION 7• CODES AND DESIGN STANDARDS (a) All the services to be provided or performed by the CONTRACTOR shall in the minimum be in conformance with commonly accepted industry and professional codes and standards, standards of the CITY, and the laws of any Federal, State, or local regulatory agencies (b) The CONTRACTOR shall be responsible for keeping apprised of any changing laws applicable to the services to be performed under this Contract SECTION 8: SUBCONTRACTORS. (a) Any CONTRACTOR proposed subcontractor shall be submitted to the CITY for written approval pnor to the CONTRACTOR entering into a subcontract Subcontractor information shall Include, but not be limited to, State registrations, business address, occupational license tax proof of payment, and insurance certifications (b) The CONTRACTOR shall coordinate the provision of services and work product of any CITY approved subcontractor and remain fully responsible for such services and work under the terms of this Contract 6 r I (c) Any subcontract shall be in writing and shall incorporate this Contract and require the subcontractors to assume performance of the CONTRACTOR duties commensurately with the CONTRACTOR'S duties to the CITY under this Contract, it being understood that nothing herein shall in any way relieve the CONTRACTOR from any of its duties under this Contract The CONTRACTOR shall provide the CITY with executed copies of all subcontracts SECTION 9: ASSIGNABILITY. The CONTRACTOR shall not sublet, assign, or transfer any interest in this Contract, or claims for the money due or to become due out of this Contract to a bank, trust company, or other financial institution without wntten CITY approval When approved by the CITY, written notice of such assignment or transfer shall be furnished promptly to the CITY SECTION 10 COMMENCEMENT I IMPLEMENTATION SCHEDULE OF CONTRACT. (a) The CONTRACTOR shall commence the provision of services as described in this Contract immediately upon execution of this Contract (b) The CONTRACTOR and the CITY agree to make every effort to adhere to the schedules established for the various Work Orders as described in each Work Order However, if the CONTRACTOR is delayed at any time in the provision of services by any act or omission of the CITY, or of any employee of the CITY, or by any other CONTRACTOR employed by the CITY, or by changes ordered by the CITY, or by stnkes, lock outs, fire, unusual delay in transportation, unavoidable casualties, or any other causes of Force Majeure not resulting from the inactions or actions of the CONTRACTOR and beyond the CONTRACTOR'S control which would not reasonably be expected to occur in connection with or dunng performance or provision of the services, or by delay authorized by the CITY pending a decision, or by any cause which the CITY shall decide to justify the delay, the time of completion shall be extended for such reasonable time as the CITY may decide in its sole and absolute discretion It Is further expressly understood and agreed that the CONTRACTOR shall not be entitled to any damages or compensation, or be reimbursed for any losses on account of any delay or delays resulting from any of the aforesaid causes or any other cause whatsoever SECTION 11 LENGTH OF CONTRACT (a) The term of this Contract is three (3) years commencing on the date of full execution of this Contract by the parties (b) The CONTRACTOR services shall begin upon written notification to proceed by the CITY (c) CONTRACTOR services shall be on a work order basis and may include matters such as serving as an expert witness (d) Subsequent to the conclusion of the initial three (3) year term, this Contract may be renewed annually, at the City's discretion, for a maximum of two (2) additional years Should the CITY wish to not have this Contract renewed for any year, the CITY shall provide written notice to the CONTRACTOR ninety (90) days prior to the ending date 7 (- SECTION 12. DESCRIPTION OF SERVICES (a) The CONTRACTOR agrees to provide FiberNet OSP Operations and Maintenance The Description of Services is further and more specifically outlined in Exhibit A (b) The CONTRACTOR shall diligently and in a professional and timely manner perform and provide the services outlined herein or as included in each subsequently entered Work Order Unless modified in writing by the parties hereto, the duties of the CONTRACTOR shall not be construed to exceed the provision of the services pertaining to this Contract (c) The CITY and CONTRACTOR agree that there may be certain additional services required to be performed by the CONTRACTOR dunng the performance of the Work Orders that can not be defined sufficiently at the time of execution of this Contract Such services shall be authorized in writing as a Change Order in accordance with Section 21 The Work Orders may contain additional instructions or provide specifications upon certain aspects of this Contract pertinent to the work to be undertaken Such supplemental instructions or provisions shall not be construed as a modification of this Contract SECTION 13• CONTRACTOR RESPONSIBILITIES (a) The CONTRACTOR shall be responsible for the professional quality, accepted standards, technical accuracy and the coordination of all services furnished by the CONTRACTOR under this Contract as well as the conduct of its staff, personnel, employees, and agents The CONTRACTOR shall work closely with the CITY on all aspects of the provision of the services With respect to services, the CONTRACTOR shall be responsible for the professional quality, technical accuracy, competence, methodology, accuracy, and the coordination of all of the following which are listed for illustration purposes and not as a limitation documents, analysis, reports, data, plans, plats, maps, surveys, specifications, and any and all other services of whatever type or nature furnished by the CONTRACTOR under this Contract The CONTRACTOR shall, without additional compensation, correct or revise any errors or deficiencies in his plans, analysis, data, reports, designs, drawings, specifications, and any and all other services of whatever type or nature (b) The CONTRACTOR shall furnish a Contractor Designated Representative to administer, review, and coordinate the provision of services under this Contract and each Work Order (c) Neither CITY review, approval, or acceptance of, nor payment for, any of the services required under this Contract shall be construed to operate as a waiver of any nghts or of any cause of action ansing out of the performance of this Contract The CONTRACTOR shall be and shall remain liable to the CITY in accordance with applicable law for all damages to the CITY caused by the CONTRACTOR'S negligent or improper performance or failure to perform any of the services furnished under this Contract (d) The rights and remedies of the CONTRACTOR, provided for under this Contract, are in addition to any other rights and remedies provided by law 8 it ( (e) In the event the CONTRACTOR fails to comply with the terms and conditions of this Contract, the CITY shall notify the Contractor's Designated Representative in writing so that the CONTRACTOR may take remedial action (f) Time is of the essence in the performance of all services provided by the CONTRACTOR under the terms of this Contract and each and every Work Order (g) CONTRACTOR shall not hire/employ any independent contractors dunng the term of this Contract without the express written approval of the City SECTION 14 CITY RIGHTS AND RESPONSIBILITIES. (a) The CITY shall reasonably cooperate with the CONTRACTOR in a timely fashion at no cost to the CONTRACTOR as set forth in this Section (b) The CITY shall furnish a City Designated Representative to administer, review, and coordinate the provision of services under each Work Order (c) The CITY shall make CITY personnel available where, in the CITY'S opinion, they are required and necessary to assist the CONTRACTOR The availability and necessity of,said personnel to assist the CONTRACTOR shall be determined solely at the discretion of the CITY (d) The CITY shall furnish the CONTRACTOR with existing data, records, maps, plans, specifications, reports, fiscal data, and other engineering information that Is available in the CITY'S files that is necessary or useful to the CONTRACTOR for the performance of the Work All such documents conveyed by the CITY shall be, and remain the property of the CITY and shall be returned to the CITY upon completion of the Work to be performed by the CONTRACTOR (e) The CITY shall examine all CONTRACTOR reports, sketches, drawing, estimates, Qualifications, and other documents presented to the CITY and indicate the CITY'S approval or disapproval within a reasonable time so as not to matenally delay the provisions of the services of the CONTRACTOR (f) The CITY shall provide access to and make provisions for the CONTRACTOR to enter upon public and pnvate lands as required for the CONTRACTOR within a reasonable time to perform work as necessary to complete the Work Order (g) The CITY shall transmit instructions, relevant information, and provide interpretation and definition of CITY policies and decisions with respect to any and all materials and other matters pertinent to the services covered by this Contract (h) The CITY shall give written notice to the CONTRACTOR whenever the City Designated Representative knows of a development that affects the services provided and performed under this Contract, timing of the CONTRACTOR'S provision of services, or a defect or change necessary in the services of the CONTRACTOR 9 r ( (I) The nghts and remedies of the CITY provided for under this Contract are in addition to any other rights and remedies provided by law, the CITY may assert its nght of recovery by any appropriate means including, but not limited to, set-off, suit, withholding, recoupment, or counterclaim, either dunng or after performance of this Contract (t) The CITY shall be entitled to recover any and all legal costs including, but not limited to, attorney fees and other legal costs that it may incur in any legal actions it may pursue in the enforcement of the terms and conditions of this Contract or the responsibilities of the CONTRACTOR in carrying out the duties and responsibilities deriving from this Contract (k) The failure of the CITY to insist in any instance upon the strict performance of any provision of this Contract, or to exercise any right or pnvilege granted to the CITY hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force (I) Neither the CITY'S review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as a waiver of any nghts under this Contract nor or any cause of action arising out of the performance of this Contract and the CONTRACTOR shall be and always remain liable to the CITY in accordance with applicable law for any and all damages to the CITY caused by the CONTRACTOR'S negligent or wrongful provision or performance of any of the services furnished under this Contract (m) All deliverable analysis, reference data, survey data, plans and reports, or any other form of written instrument or document that may result from the Consultant's services or have been created during the course of the CONTRACTOR'S performance under this Contract shall become the property of the CITY after final payment is made to the CONTRACTOR (n) In the event the CITY fails to comply with the terms and conditions of this Contract, the CONTRACTOR shall notify the City's Designated Representative in wnting so that the CITY may take remedial action SECTION 15• WAIVER The failure of the CITY to insist in any instance upon the strict performance of any provision of this Contract, or to exercise any right or privilege granted to the CITY hereunder, shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force SECTION 16: FORCE MAJEURE. Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by Force Majeure to SECTION 17• STANDARDS OF CONDUCT. (a) The Contractor warrants that it has not employed or retained any company or person, other than a Bona Fide employee working solely for the Contractor, to solicit or secure this Contract and that the Contractor has not paid or agreed to pay any person, company, corporation, individual, or firm other than a Bona Fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Contract (b) If the CITY determines that any employee or representative of the CONTRACTOR is not satisfactonly performing his or her assigned duties or is demonstrating improper conduct pursuant to any assignment or work performed under this Contract, the CITY shall so notify the CONTRACTOR, in wnting The CONTRACTOR shall immediately remove such employee or representative of the CONTRACTOR from such assignment (c) The CONTRACTOR hereby certifies (in wnting) that no undisclosed conflict of interest exists with respect to the Contract, including, but not limited to, any conflicts that may be due to representation of other clients, customers or vendees, other contractual relationships of the CONTRACTOR, or any interest in property that the CONTRACTOR may have The CONTRACTOR further certifies that any conflict of Interest that arises dunng the term of this Contract shall be immediately disclosed in writing to the CITY Violation of this Section shall be considered as Justification for immediate termination of this Contract (d) The CONTRACTOR shall not engage in any action that would create a conflict of interest for any CITY employee or other person during the course of performance of, or otherwise related to, this Contract or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government (e) The CITY shall not intentionally award publicly-funded contracts to any CONTRACTOR who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U S C Section 1324a(e) Section 274A(e) of the Immigration and Nationally Act (INA)] The CITY shall consider the employment by the CONTRACTOR of unauthorized aliens, a violation of Section 274A (e) of the INA. Such violation by the CONTRACTOR of the employment provisions contained in Section 274A (e) of the INA shall be grounds for immediate termination of this Contract by the CITY (f) The CONTRACTOR shall comply with the requirements of the Amencans with Disabilities Act (ADA), and any and all related Federal or State laws which prohibits discrimination by public and private entities on the basis of disability (g) The CONTRACTOR shall not discriminate on the grounds of race, color, religion, sex, or national ongin in the performance of work under this Contract or violate any laws pertaining to civil rights, equal protection, or discrimination (h) If the CONTRACTOR or an affiliate is placed on a discriminatory vendor list, such action may result in termination by the City The CONTRACTOR shall certify, upon request by the CITY that it is qualified to submit a bid under Section 287134, Discrimination, (2)(c), Flonda Statutes I ( (i) If the CONTRACTOR or an affiliate is placed on the convicted vendor list following a conviction for a public entity crime, such action may result in termination by the CITY The CONTRACTOR shall certify, upon request by the CITY, that is qualified to submit a bid under Section 287 133, Public Entity Cnme, (2)(a), Florida Statutes (I) The CONTRACTOR shall certify, upon request by the CITY, that the CONTRACTOR maintains a drug free workplace policy in accordance with Section 287 0878, Florida Statutes Failure to submit this certification may result in termination (k) The CONTRACTOR agrees to comply with Federal, State, and local environmental, health, and safety laws and regulations applicable to the services provided to the City The CONTRACTOR agrees that any program or initiative involving the work that could adversely affect any personnel involved, citizens, residents, users, neighbors or the surrounding environment shall ensure compliance with any and all employment safety, environmental and health laws (I) If applicable, in accordance with Section 216 347, Honda Statutes, the CONTRACTOR shall not use funds provided by this Contract for the purpose of lobbying the Legislature, the Judicial Branch, or State Agency (m) The CONTRACTOR shall not publish any documents or release information regarding this Contract to the media without prior approval of the CITY (n) The CONTRACTOR shall ensure that all services are provided to the CITY after the CONTRACTOR has obtained, at its sole and exclusive expense, any and all permits, licenses, permissions, approvals or similar consents (o) The CONTRACTOR shall ensure that all taxes due from the CONTRACTOR are paid in a timely and complete manner including, but not limited to, occupational license tax SECTION 18. NOTICES. (a) Whenever either party desires to give notice unto the other, it must be given by wntten notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom It is Intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section (b) For the present, the parties designate the following as the representative places for giving of notice, to-wit (1) For the City City Manager City of Palm Coast 160 Cypress Point Parkway, Suite B-106 Palm Coast, Florida 32164 12 (2) For the Contractor Dan Howick Business Development Manager Danella Construction of Florida 581 Washburn Road Melbourne, Florida 32934 321-259-6124 dhowick@danella corn (c) Written notice requirements of this Contract shall be strictly construed and such requirements are a condition precedent to pursuing any nghts or remedies hereunder The CONTRACTOR agrees not to claim any waiver by CITY of such notice requirements based upon CITY having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or any other grounds as a substitute for the failure of the CONTRACTOR to comply with the express written notice requirements herein Computer notification (e-mails and message boards) shall not constitute proper wntten notice under the terms of the Contract SECTION 19: DESIGNATED REPRESENTATIVES (a) The City Manager, or his designated representative, represents the CITY in all matters pertaining to and ansing from the work and the performance of this Contract (b) The City Manager or his designated representative shall have the following responsibilities (1) Examination of all work and rendering, in writing, decisions indicating the CITY'S approval or disapproval within a reasonable time so as not to matenally delay the work of the CONTRACTOR, (2) Transmission of instructions, receipt of information, and interpretation and definition of CITY'S policies and decisions with respect to design, matenals, and other matters pertinent to the work covered by this Contract, (3) Giving prompt written notice to the CONTRACTOR whenever the CITY knows of a defect or change necessary in the project, and (c) Until further wntten notice, the City's Designated Representative for this Contract is City Manager City of Palm Coast 160 Cypress Point Parkway, Suite B-106 Palm Coast, Florida 32164 Telephone Number (386) 986-3700 13 • ' ( (d) Prior to start of any work under this Contract, the CONTRACTOR shall submit to the CITY detailed resumes of key professional personnel that will be involved in performing services descnbed in the work The CITY hereby acknowledges its acceptance of such personnel to perform services under this Contract At any time hereafter that the CONTRACTOR desires to change key professional personnel in an active assignment, It shall submit the Qualifications of the new professional personnel to the CITY for pnor approval Key professional personnel shall include the principal-in- charge, project managers, and others interfacing with CITY personnel (e) Until further written notice, the Contractor's Designated Representative for this Contract is SECTION 20 WORK ORDERS. (a) The provision of services to be performed under this Contract may commence immediately upon the execution of this Contract or a Work Order as directed and determined by the CITY Services to be provided by the CONTRACTOR to the CITY shall be negotiated between the CONTRACTOR and the CITY Each Work Order shall reference this Contract by title and date, include a detailed description of quantities, services, and a completion schedule, and will be provided on CONTRACTOR letterhead Services described in said Work Order will commence upon the issuance of a CITY Notice-To-Proceed , (b) If the services required to be performed by a Work Order is clearly defined, the Work Order shall be issued on a "Fixed Fee" basis The CONTRACTOR shall perform all services required by the Work Order but in no event shall the CONTRACTOR be paid more than the negotiated Fixed Fee amount stated therein (c) The CONTRACTOR and the CITY agree to make every effort to adhere to the schedule established for the various Work Orders descnbed in the Work Order (d) If the services are not clearly defined, the Work Order may be issued on a Time Basis Method" and contain a Not-to-Exceed amount If a Not-to-Exceed amount is provided, the CONTRACTOR shall perform all work required by the Work Order, but In no event shall the CONTRACTOR be paid more than the Not-to-Exceed amount specified in the applicable Work Order (e) For Work Orders issued on a "Fixed Fee Basis,"the CONTRACTOR may invoice the amount due based on the percentage of total Work Order services actually performed and completed, but in no event shall the Invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed (f) For Work Orders issued on a "Time Basis Method" with a Not-to-Exceed amount, the CONTRACTOR may invoice the amount due for actual work hours performed, but in no event shall the invoice amount exceed a percentage of the Not-to-Exceed amount equal to a percentage of the total services actually completed 14 r (, (g) Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not-to-Exceed amount shall be treated separately for retainage purposes If the CITY determines that work is substantially complete and the amount retained, if any, is considered to be in excess, the CITY may, at its sole and absolute discretion, release the retainage or any portion thereof (h) For Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount, the CONTRACTOR may invoice the amount due for services actually performed and completed The CITY shall pay the CONTRACTOR one hundred percent (100%) of the approved amount on Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount SECTION 21. CHANGE ORDERS. (a) The CITY may revise the Descnption of Services set forth in any particular Work Order (b) Revisions to any Work Order shall be authorized in writing by the CITY as a Change Order Each Change Order shall include a schedule of completion for the services authorized Change Orders shall identify this Contract and the appropriate Work Order number The Change Orders may contain additional instructions or provisions specific upon certain aspects of this Contract pertinent to the services to be provided Such supplemental instructions or provisions shall not be construed as a modification of this Contract An Contract between the parties on and execution of any Change Order shall constitute a final settlement and a full accord and satisfaction of all matters relating to the change and to the impact of the change on unchanged goods and/or work, including all direct and indirect costs of whatever nature, and all adjustments to the CONTRACTOR schedule (c) If instructed by the CITY, the CONTRACTOR shall change or revise work that has been performed, and if such work is not required as a result of error, omission or negligence of the CONTRACTOR, the CONTRACTOR may be entitled to additional compensation The CONTRACTOR must submit for CITY approval a revised Qualification with a revised fee quotation Additional compensation, if any, shall be agreed upon before commencement of any such additional work and shall be incorporated into the work by Change Order to the Work Order SECTION 22: COMPENSATION (a) Compensation to the CONTRACTOR for the services performed on each Work Order shall be as set forth the Work Order/Change Order (b) The CITY shall not pay for reimbursable Items such as gas, tolls, mileage, meals, etc and other items not directly attributable to items produced for each Work Order (c) Work performed by the CONTRACTOR without written approval by the City's Designated Representative shall not be compensated Any work performed by the CONTRACTOR without approval by the CITY is performed at the CONTRACTOR'S own election 15 1 ( - (d) In the event the CITY fails to provide compensation under the terms and conditions of this Contract, the CONTRACTOR shall notify the City's Designated Representative in order that the CITY may take remedial action (e) Pricing has been calculated based on the current prices for the goods and/or services that are the subject of However, the market for the goods and/or services that pertain to this Contract may be volatile on the basis of fuel costs and sudden and substantial pnce increases could occur The CONTRACTOR agrees to use its best efforts to obtain the lowest possible pnces from fuel suppliers, but should there be a substantial and prejudicial Increase in fuel prices for fuel that is purchased after execution of this Contract which fuel prices directly and materially relate to the pricing of the goods and/or services provided for in this Contract, the CITY agrees, upon written request from the CONTRACTOR, to consider a reasonable adjustment to the pnces set forth in this Contract based upon the following index Engineenng News Record, Construction Cost Index, etc Any claim by the CONTRACTOR for a pnce increase, as provided above, shall state, with specificity, the increased cost, the product in question, and the source of supply, and shall be supported by invoices or bills of sale and such other information as may be required by the CITY Only one (1) such request from the CONTRACTOR will be considered in each calendar year period The decision of the CITY shall be final and non-appealable (f) Expiration of the term of this Contract shall have no effect upon purchase orders/work orders issued pursuant to this Contract and pnor to the expiration date SECTION 23 INVOICE PROCESS (a) Payments shall be made by the CITY to the CONTRACTOR when requested as work progresses for services furnished, but not more than once monthly Each Work Order shall be invoiced separately The CONTRACTOR shall render to the CITY, at the close of each calendar month, an itemized invoice properly dated, describing all services rendered, the cost of the services, the name and address of the CONTRACTOR, Work Order Number, Contract Number and all other information required by this Contract (b) Invoices which are in an acceptable form to the CITY and without disputable items will be processed for payment within thirty days of receipt by the CITY (c) The CONTRACTOR will be notified of any disputable items contained in invoices submitted by the CONTRACTOR within fifteen days of receipt by the CITY with an explanation of the deficiencies (d) The CITY and the CONTRACTOR will make every effort to resolve all disputable items contained in the CONTRACTOR'S Invoices (e) Each invoice shall reference this Contract, the appropnate Work Order and Change Order, rf applicable, and the billing period (f) The Florida Prompt Payment Act shall apply when applicable (g) Invoices are to be forwarded directly to 16 f Finance Director City Hall City of Palm Coast 160 Cypress Point Parkway, Suite B-106 Palm Coast, Flonda 32164 SECTION 24' TERMINATION OF CONTRACT (a) The CITY may terminate this Contract or any Work Order for convenience at any time for one or more of the reasons as follows (1) If, in the CITY'S opinion, adequate progress under a Work Order is not being made by the CONTRACTOR, or (2) If, in the CITY'S opinion, the quality of the services provided by the CONTRACTOR is/are not in conformance with commonly accepted professional standards, standards of the CITY, the requirements of Federal or State regulatory agencies, and the CONTRACTOR has not corrected such deficiencies in a timely manner as reasonably determined by the CITY, or (3) The CONTRACTOR or any employee or agent of the CONTRACTOR is indicted or has a direct charge issued against him for any crime ansing out of or in conjunction with any work that has been performed by the CONTRACTOR, or (4) The CONTRACTOR becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors, or (5) The CONTRACTOR violates the Standards of Conduct provisions herein or any provision of State or local law or any provision of the City Code of Conduct (b) In the event of any of the causes descnbed in this Section, the City's Designated Representative may send a certified letter requesting that the CONTRACTOR show cause why the Contract or any Work Order should not be terminated If assurance satisfactory to the CITY of corrective measures to be made within a reasonable time is not given to the CITY within fourteen calendar days of the receipt of the letter, the CITY may consider the CONTRACTOR to be in default, and may immediately terminate this Contract or any Work Order In progress under this Contract (c) In the event that this Contract or a Work Order is terminated for cause and it is later determined that the cause does not exist, then this Contract or the Work Order shall be deemed terminated for convenience by the CITY and the CITY shall have the right to so terminate this Contract without any recourse by the CONTRACTOR SECTION 25 TERMINATION BY CONTRACTOR FOR CAUSE (a) The CONTRACTOR may terminate this Contract if (1) The CITY matenally fails to meet its obligations and responsibilities as contained in Section 14, City Rights and Responsibilities, or 17 ( (2) The CITY fails to pay the CONTRACTOR in accordance with this Contract (b) In the event of either of the causes described in Subsection (a), the CONTRACTOR shall send a certified letter requesting that the CITY show cause why the Contract should not be terminated If adequate assurances are not given to the CONTRACTOR within fourteen calendar days of the receipt of said show cause notice, the CONTRACTOR may consider the CITY to be in default, and may immediately terminate this Contract SECTION 28. TERMINATION BY THE CITY WITHOUT CAUSE (a) Notwithstanding any other provision of this Contract, the CITY shall have the right at any time to terminate this Contract in its entirely without cause, or terminate any specific Work Order without cause, if such termination is deemed by the CITY to be in the public interest, provided that thirty calendar days pnor written notice is given to the CONTRACTOR of the CITY'S intent to terminate (b) In the event that this Contract is terminated, the CITY shall identify any specific Work Order(s) being terminated and the specific Work Order(s) to be continued to completion pursuant to the provisions of this Contract (c) This Contract will remain in full force and effect as to all authorized Purchase Order(s)/Work Order(s)that is/are to be continued to completion SECTION 27 PAYMENT IN THE EVENT OF TERMINATION in the event this Contract or any Work Order is terminated or canceled pnor to final completion payment for the unpaid portion of the services provided by the CONTRACTOR to the date of termination and any additional services shall be paid to the CONTRACTOR SECTION 28: ACTION FOLLOWING TERMINATION Upon receipt of notice of termination, given by either party, the terminated party shall promptly discontinue the provision of all services, unless the notice provides otherwise SECTION 29. SUSPENSION. (a) The performance or provision of the CONTRACTOR services under any Work Order under this Contract may be suspended by the CITY at any time (b) In the event the CITY suspends the performance or provision of the CONTRACTOR'S services hereunder, the CITY shall so notify the CONTRACTOR in writing Such suspension becoming effective upon the date stated in the notice The CITY shall pay to the CONTRACTOR within thirty days all compensation which has become due to and payable to the CONTRACTOR to the effective date of such suspension The CITY shall thereafter have no further obligation for payment to the CONTRACTOR for the suspended provision of services unless and until the City's designated representative notifies the CONTRACTOR in writing that the provision of the 18 ( I ' services of the CONTRACTOR called for hereunder are to be resumed by the CONTRACTOR (c) Upon receipt of written notice from the CITY that the CONTRACTOR'S provision of services hereunder are to be resumed, the CONTRACTOR shall continue to provide the services to the CITY SECTION 30: ALTERNATIVE DISPUTE RESOLUTION (ADR) (a) In the event of a dispute related to any performance or payment obligation arising under this Contract, the parties agree to exhaust any alternative dispute resolution procedures reasonably imposed by the CITY prior to filing suit or otherwise pursuing legal remedies (b) The CONTRACTOR agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that were not presented for consideration to the CITY in alternative dispute resolution procedures or which the CONTRACTOR had knowledge and failed to present during the CITY procedures (c) In the event that CITY procedures are exhausted and a suit is filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve disputes through voluntary mediation Mediator selection and the procedures to be employed in voluntary mediation shall be mutually acceptable to the parties Costs of voluntary mediation shall be shared equally among the parties participating in the mediation SECTION 31: SEVERABILITY. (a) If any term, provision or condition contained in this Contract shall, to any extent, be held invalid or unenforceable, the remainder of this Contract, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision, and condition of this Contract shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest (b) All provisions of this Contract shall be read and applied in Parl Materia with all other provisions hereof (c) Violation of this Contract by the CONTRACTOR Is recognized by the parties to constitute irreparable harm to the CITY SECTION 32 CONTROLLING LAWSNENUE/INTERPRETATION. (a) This Contract is to be governed by the laws of the State of Florida (b) Venue for any legal proceeding related to this Contract shall be in the Seventh Judicial Circuit Court In and for Flagler County, Florida 19 ( r (c) This Contract is the result of bona fide arms length negotiations between the CITY and the CONTRACTOR and all parties have contributed substantially and materially to the preparation of the Contract Accordingly, this Contract shall not be construed or interpreted more strictly against any one party than against any other party SECTION 33: INDEMNITY. (a) CONTRACTOR shall indemnify, hold harmless, and defend the CITY, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorney's fees, arising out of or resulting from the performance or provision for services required under this Agreement, including damage to persons or property, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of CONTRACTOR, its agents, servants, officers, officials, employees, or subcontractors (b) Nothing herein shall be deemed to affect the rights, pnvileges, and immunities of the CITY as set forth in Section 768 28, Flonda Statutes (c) In claims against any person or entity indemnified under this Section by an employee of the CONTRACTOR or its agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the CONTRACTOR or its agents or subcontractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts (d) The execution of this Contract by the CONTRACTOR shall obligate the CONTRACTOR to comply with the indemnification provision in this Contract, however, the CONTRACTOR must also comply with the provisions of this Contract relating to insurance coverage's SECTION 34: INSURANCE. (a) The CONTRACTOR shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, with a Best Rating of A-or better, authonzed to do business in the State of Flonda and in a form acceptable to the CITY and with only such terms and conditions as may be acceptable to the CITY (1) Workers Compensation/Employer Liability The CONTRACTOR shall provide Worker Compensation insurance for all employees engaged in the work under this Contract in accordance with the laws of the State of Florida Employers' Liability Insurance at limits not less than the following $500,000 Each Accident $500,000 Disease Each Employee $500,000 Disease (Policy Limit) (2) Comprehensive General Liability The CONTRACTOR shall provide coverage for all operations including, but not limited to, contractual, independent CONTRACTOR, products and complete operations and personal Injury with limits not less than the following 20 (. $1,000,000 Bodily Injury& Property Damage - each occurrence $2,000,000 General Aggregate (3) Comprehensive Business Automobile Liability The CONTRACTOR shall provide complete coverage with a combined single limit of not less than $1,000,000 Bodily Injury and Property Damage in accordance with the laws of the State of Flonda, as to the ownership, maintenance, and use of all owned, non-owned, leased or hired vehicles (4) Other Required Insurance Coverage Where unusual operations are necessary to complete the work, such as use of aircraft or watercraft, use of explosives, and any high risk circumstances No aircraft, watercraft or explosives shall be used without the express advance written ,approval of the CITY which may, thereupon, required additional insurance coverage's (b) Alt insurance other than Workers Compensation and Professional Liability that must be maintained by the CONTRACTOR shall specifically include the CITY as an additional insured All insurance minimum coverage's extend to any subcontractor, and the CONTRACTOR shall be responsible for all subcontractors (c) The CONTRACTOR shall provide Certificates of Insurance to the CITY evidencing that all such insurance is in effect prior to the issuance of the first Work Order under this Contract These Certificates of Insurance shall become part of this Contract Neither approval by the CITY nor failure to disapprove the insurance furnished by a CONTRACTOR shall relieve the CONTRACTOR of the CONTRACTOR'S full responsibility for performance of any obligation including the CONTRACTOR'S Indemnification of the CITY under this Contract If, during the period which an insurance company is providing the insurance coverage required by this Contract, an insurance company shall (1) lose its Certificate of Authonty, (2) no longer comply with Section 440 57, Florida Statutes, or (3) fail to maintain the requisite Best's Rating and Financial Size Category, the CONTRACTOR shall, as soon as the CONTRACTOR has knowledge of any such circumstance, immediately notify the CITY and immediately replace the insurance coverage provided by the insurance company with a different Insurance company meeting the requirements of this Contract Until such time as the CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to the CITY, the CONTRACTOR shall be deemed to be in default of this Contract (d) The insurance coverage shall contain a provision that requires that pnor to any changes In the coverage; except increases in aggregate coverage, thirty days prior notice will be given to the City by submission of a new Certificate of Insurance (g) The CONTRACTOR shall provide Certificate of Insurance directly to the City's Designated Representative The certificates shall clearly indicate that the CONTRACTOR has obtained Insurance of the type, amount, and classification required by this Contract (f) Nothing in this Contract or any action relating to this Contract shall be construed as the CITY waiver of sovereign immunity beyond the limits set forth in Section 768 28, Florida Statutes 21 ( (" (g) The CITY shall not be obligated or liable under the terms of this Contract to any party other than the CONTRACTOR There are no third party beneficiaries to this Contract (h) The CONTRACTOR is an independent Contractor and not an agent, representative, or employee of the CITY The CITY shall have no liability except as specifically provided in this Contract (I) All insurance shall be primary to, and not contribute with, any insurance or seff- insurance maintained by the CITY SECTION 35: EQUAL OPPORTUNITY EMPLOYMENT/NON-DISCRIMINATION The CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment for work under this Contract because of race, color, religion, sex, age, national origin, or disability and shall take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or disability This provision shall include, but not be limited to, the following employment, upgrading, demotion or transfer, recruitment advertising, layoff or termination, rates of pay or their forms or compensation, and selection for training, including apprenticeship The CONTRACTOR, moreover, shall comply with all the requirements as imposed by the Americans with Disability Act, the regulations of the Federal government issued thereunder, and any and all requirements of Federal or State law related thereto SECTION 36 ACCESS TO RECORDS/AUDIT/PUBLIC RECORDS (a) The CONTRACTOR shall maintain books, records, documents, time and costs accounts, and other evidence directly related to its provision or performance of services under this Contract All time records and cost data shall be maintained in accordance with generally accepted accounting principles (b) The CONTRACTOR shall maintain and allow access to the records required under this Section for a minimum period of five years after the completion of the provision or performance services under this Contract and date of final payment for said services, or date of termination of this Contract (c) The City reserves the right to unilaterally terminate this Contract if the CONTRACTOR refuses to allow public access to all documents, papers, letters, or other materials subject to provisions of Chapter 119, Flonda Statutes, and other applicable law, and made or received by the CONTRACTOR in conjunction, in any way, with this Contract (d) The CITY may perform, or cause to have performed, an audit of the records of the CONTRACTOR before or after final payment to support final payment under any Work Order issued hereunder This audit shall be performed at a time mutually agreeable to the CONTRACTOR and the CITY subsequent to the close of the final fiscal period in which services are provided or performed Total compensation to the CONTRACTOR may be determined subsequent to an audit as provided for in this Section, and the total compensation so determined shall be used to calculate final 22 payment to the CONTRACTOR Conduct of this audit shall not delay final payment as required by this Section (e) In addition to the above, if Federal, State, County, or other entity funds are used for any services under this Contract, the Comptroller General of the United States or the Chief Financial Officer of the State of Florida, City of Palm Coast, or the County of Flagler, or any representative, shall have access to any books, documents, papers, and records of the CONTRACTOR which are directly pertinent to services provided or performed under this Contract for purposes of making audit, examination, excerpts, and transcriptions (f) In the event of any audit or inspection conducted reveals any overpayment by the CITY under the terms of the Contract, the CONTRACTOR shall refund such overpayment to the CITY within thirty days of notice by the CITY of the request for the refund (g) The CONTRACTOR agrees to fully comply with all State laws relating to public records (h) The CONTRACTOR agrees that if any litigation, claim, or audit is started before the expiration of the record retention period established above, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken SECTION 37: COUNTERPARTS This Contract may be executed In any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document SECTION 38: SUBMITTALS. The following are items the CONTRACTOR must submit to the CITY as stated in this Contract 1 Description of Services, Section 12 2 Worker compensation insurance for all employees, Section 34, Paragraph(a)(1) 3 Certrficates of Liability Insurance, Section 34, Paragraph (c) 4 American with Disabilities Act, Section 17, Paragraph (f) 5 Price Schedule 6 Business Tax Receipt(If applicable) This Contract describes each item listed above in detail All provided to the CITY must be accurate and updated certifying the CONTRACTOR is proceeding correctly 23 r' SECTION 39• EXHIBITS. Each Exhibit referred to and attached to this Contract is an essential part of this Contract ,The Exhibits and any amendments or revisions thereto, even rf not physically attached hereto, shall be treated as if they are part of this Contract IN WITNESS WHEREOF, the parties hereto have made and executed this Contract on the respective dates under each signature ATI-EST/WITNESS DANELLA CONSTRUCTION OF FLORIDA By . 1f,,ALL..f.:.t r By �� ' AuthorizedVCorporate Officer Date 314 I• Date 3 4-A7 ATT6891• --',, CITY OF PALM COAST iy• - :rT • �' By ' Vrgih' mith, G1ty'.Clerk Jim ,ldon, City nage Date" 3 Ig \ 4 Date 3 / 4 �Apptovad py(t19 ure and date) • 3 Z°/ I3 Responsible Department Director WO-i , /20 /13 City Finance OIL1M , / S / PCMD '1.%1q/13_ City Attorney 24 r EXHIBIT A Description/Scope of Services Palm Coast, Flonda, currently has a fiber optic ring deployed throughout the community, consisting pnmanly of 288 count fiber cable. This document defines the scope for Operations and Management for the physical infrastructure and will serve as a Request for Proposals (RFP) for Operations and Management of the FiberNet Network The initial section of this document should be considered informational and is provided to assist bidders in responding to the actual requirements This RFP maybe awarded to more than one firm Palm Coast FiberNet Network Cote Redundant Core Etherchannel 1GB Links (Rave Redundant Diverse Core Links) Qslooation Faddy Fully Redundant Core Switch Customer Remise Equipment Serves as both Core and Disabudort Single or Dual Cisco 2960 Switches Provides Service Provider Connections Cisco 7609E /Dual RSP720 wl Otis Power Supplied ELI wi Duel ell port 1000BaseX Line Cards ® juiSaphi) Internet jERIII Core Switch Coro Switch SP2 r• Access links Had End Them Carter (:i7' Hoed end Fury Redundant Core Switch Selves as both Cisco 7609E Core and Destbutbn kW Dual RSP720 Access Links w/Dual Power Supplies Single(or Redundant)Links beck to Core Switches w/Dual 48 port 1000BaseX Line Cards • mss• Conoevtuel Architadne Dam 26•Qor•2009 _DESIGN NINE es Pabe coast FL ester. ......,,a.M....,..». Designer Coma 25 r Network Core The core network is an IP/MPLS Metro Ethernet core IP (Internet Protocol) is the technology for providing the services MPLS (Multi Protocol Label Switching) allows for the coexistence of multiple services in the network, while providing traffic engineering and fast-reroute capabilities (sub-50ms recovery in the case of network failure) Ethernet is used at the data-link layer, as it has emerged as a cost-effective technology for providing 1 Gigabit and 10 Gigabit services in a metropolitan environment The dual core environment for the Palm Coast FiberNET will consist of two fully redundant 7609-E chassis (dual power, dual control (RSP720), dual line cards) Links between the core switches shall be redundant fiber links The current physical path between the two core switches will be a collapsed loop, but once construction on the diverse path is complete the redundant core links will be diverse path as well Distribution and Access Networks During the pilot phase there is are no additional edge switches for distribution as the core switches will function as both core and distribution However,the distribution and access network will be Metro Ethernet fiber drops using a pair of fiber per premise Redundant paths from the core switches can be engineered if it is requested by a subscnber(but will require an additional CPE device at the customer premise) 26 ( NeMork Core Redundant Core Edieti el MOB Unke Edge (Future Redundfl Diverse Core Wm) Colonel Fealty Switch a Core Snail Chassis or Steckel*Edpe Switch Seri es as both Core and Distribution e p Cisco 4800-E a 37504 Provides Seeps Provide Connections Daatlblllloh unite deco 7eDaE DNe Unite to both Core Btwhchea wl Dual RSP7ONO* w/Dual Power Supplies Bwnon w/Dual 48 pot 10001111W Una Cards ran CPE 4 in*net, Femehl1/4„ I Cep re Svmch Hoed Era ■CPE Cli :..... Heed end Town Coot Ere Rd Serves as both Core and Distribution dace 7809•E Duel Power&Wplles tiartple (or Redundn)Lk*s beck to Edge Of Core Sweets w/Dual 48 port 1000BaseX dire Cards • Dine Rowe Archliwe we 21-002009 wDESIGN NINE CaloMer PS WOK F< w tMMpnen Conroe Service Areas The network is designed m such a way that additional service areas could be added de]tvenng business services, and that the network could be expanded support fiber-to-the- premise The City will continue to build the FiberNet to additional locations over time and would like to maintain a long-term relationship with the selected vendor to this RFP However, the selected vendor shall not be considered an exclusive contractor of the City for fiber or other construction The Palm Coast network provides data communications to businesses and institutions These services are critical to the business and safety of these organizations Therefore, the network is designed in a fashion to provide resiliency in the case of network failure Core Network The core network can suffer failure of core fiber cable, core switch failure (as well as failure of core switch facility), and core switch card failure 27 1 r 'CB I Internet R7 1 �5 a r� Reed Eme on Falkiro/ Fiber Break • RT Redirected Traffic FIT Reed end aGVE RT OPEE oaa • Onydna Link Felkae OWE 14-$EP-2009 Rr-Coe MNPLB nww Gz DESIGN NINE edrea n Feint Ca FL deaden e Equipment yr.=.nw.ewonfrue•.......e 6P•Benue ProNder Dedenert Conte Recovery from core fiber failure is handled by diverse fiber paths between core switches The Palm Coast fiber network has been deployed m a ring fashion, allowing for diverse fiber switches Therefore, each core switch should have, at a nunmium, two core fiber interfaces, each followmg a different fiber path Dunng the network pilot, the fiber will be configured m a collapsed ring while the redundant path is being constructed In the case of fiber failure, core switch/facility failure, or uplink interface failure, it is unlikely that a change to the network topology will occur In this case, each router in the network must decide alternative paths to forward traffic that would have normally been forwarded over the failed path As previously discussed, MPLS handles the convergence of the network after failure The MPLS fast-reroute feature (FRR) allows the network to converge with 50 ms This is accomplished by created standby LSP's between core switches following diverse paths that are utilized when failure occurs in the network MPLS differs from SONET APS in that it does not necessitate backup interfaces in order to provide network resiliency When an MPLS-enabled router detects that a path has failed, it makes a forwarding decision on a per-hop basis as to whether it should send traffic over the pnmary or backup LSP 28 i For purposes of efficiency in traffic flow with an MPLS network, it is desirable to connect the core switches in a mesh topology as much as possible In a smaller core network (<5 switches) this is irrelevant, but could become more desirable as the network grows in size It is critical to include diverse fiber paths as much as possible when creating a meshed network Access Network The access network — the connection between the customer site and the core switch location, typically has limited network resiliency Typically, a location is served by a single fiber connection. Failure of this fiber connection, the customer's CPE, or the core switch to which the site is attached would cause loss of service to the customer This condition can be offset by providing multiple fiber connections into a customer site It is a business decision whether to provide multiple fiber connections and/or diverse fiber paths into a customer site Some options to provide network resiliency in the access network include • Multiple fiber connections — in this scenario, two pairs of fibers are connected into the customer's facility. They may or may not follow the same distribution fiber path to the core switch facility(s) They could connect to one or two CPE devices This provides resiliency against distribution fiber failure (unless both pairs of fiber follow the same router), transceiver failure, core switch failure (if connected to diverse core switch facilities),or core switch card failure • Multiple CPE devices — in this scenano, two CPE devices are deployed at the customer site It would require multiple fiber connections, and provides recovery if a CPE device fails • Multiple core switch connections — m this scenario, each pair of access fibers connects to different core switches (ideally following diverse fiber paths) This handles failure conditions of core routing facilities When network failure occurs, network protocols will attempt to handle the failover The access network is deployed as a Layer 2 Ethernet network Outside O&M RFP Requirements Interested Bidders Respondents should provide the City with a descnption of their capabilities, qualifications, and references to maintain and operate a fiber optic network includmg inside plant maintenance, outside plant maintenance, and service restoration Oral Presentations After preliminary evaluations are completed, a short list of qualified vendors may be invited to give an oral presentation This presentation is optional at the discretion of the City Vendors found to be non-responsive to the RFP will not be invited to give an oral 29 1 presentation However, no proposal may be altered or enhanced dung an oral presentation Scope of Work The City of Palm Coast maintains point-to-point connectivity via fiber optic cable for wide area networks, at several points throughout the City These locations include emergency services and public safety installations„such as Police and Fire Stations, where Palm Coast's response to any system interruption is cntical In addition, many locations present a vanety of configuration requirements The successful bidder or bidders will be required to provide first time consultation on each location pnor to networking Work Orders The City will issue Work Orders for new services, changes to existing services, and termination of existing services Work Orders will be issued and agreed to on a "Fixed Fee Basis" or on a "Time and Materials Basis" which will contain a Not-to-Exceed amount Typical new service Work Orders will include mounting of hardware (patch panels, termination units) installing drop conduit and drop fiber, pulling drop fiber in existing conduit, pulling nser conduit and fiber, and any required fusionbr mechanical splicing and termination necessary to provision's service from a Palm Coast FiberNet facility to an end user Other service orders may involve high count fiber optic splicing, backbone conduit and fiber installation, or other inside plant work Moves, changes, or termination of service may require a work order for removing existing infrastructure or facilities installation Requirements Complete and Timely Installation The vendor will be solely responsible for complete and timely installation of all proposed outside plant fiber optic cables and connectors The City of Palm Coast reserves the right to bid out larger jobs as separate projects Cable Routing Before the installation of any fiber optic cable, a Cable Routing Plan will be submitted to the City of Palm Coast's IT&C Department Operations Manager for approval Sites Left Clean The vendor will complete the installation by leaving the site "clean" The vendor will make all necessary repairs to any asphalt, concrete, grass, etc due to trenching, boring, and/or utility pole attachment 30 Site Drawings Before the work is approved for payment by the City of Palm Coast, the vendor will provide the City's IT&C Department Operations Manager with a set of professional legible drawings Drawings should be accurately marked to indicate the following Routing of fiber optic cable Depth of cable(buried) Location of man holes and pull-boxes(hand holes) Types of fiber optic cables Location of splice cases Location of slack loops (service loops) Fiber Optic Testing Upon completion of each fiber optic installation, the vendor must test all single mode fiber at 1310nm and 1550run wavelengths. An Optical Time Domain Reflectometer (OTDR) equivalent to or better than the NetTest CMA4500 or CMA5000 must be used to test All test results must be submitted in both hard and soft copy form along with two (2) copies of as built drawings of the fiber optic cabling layout Attenuation should be less than the standards noted below Any loss greater than the standards noted below must be approved by the City or repaired • .� 9i i� ‘411;:.- U,lilyiiip 3Wity° a1441tjVjis fr-• r 'w`Y �f �cl « lie l if r! Y �:ar i � 1C l � r� �,{� a e� V1 g��111�SS lafIF failR/21:7 �7'� °..J �I�^�:.. '.� TT:h a_�t��a,R.:tificYix.�l,.��.t t ._. . . ,_ .e.*.•. Single mode inside plant cable 1310 1 0 1500 1 0 Single mode outside plant cable 1310 0 5 1500 0 5 Fiber Labeling Upon completion of each network installation, the vendor will label all terminated optical fibers on both ends with a machme-generated label using a corresponding numbering and/or name scheme(both ends must have the same number) Buned Cable Placement The City makes a distinction between the 'Distribution Network fiber optic cable and the 'Drop' fiber optic cable when it determines the requirements for cable placement The 'Distribution Network' cable is typically in the public right of way and is a high count fiber The 'Drop' cable is the fiber optic cable which runs directly into the customer premise and then connects to the 'Distribution Network' cable at a junction box 31 r l Distribution Network All fiber cables must be dielectric loose tube with a dry blocking agent All cables must be placed at a depth of thirty inches or greater All trenched or directional bored cable must have tracer wire placed along with the cable Tracer wire must be number twelve gauge or larger and have a HMWPE covering All trenched and directional bored cable must include an inner-duct The inner-duct must have a diameter of one and one quarter inches and manufactured of HDPE The inner- duct will be orange in color for visibility All trenched cable will include a warning tape placed twelve inches above the actual depth of the cable All buried cables placed in public Right of Way must have a permit from the City of Palm Coast All buried cable locations must be submitted in GPS format to the IT&C Department Drop Cable Vendor will work with City to determine the most cost effective method to install Drop cables Options will include the use of direct burial cable and micro trenching (slot cut) installation All Drop cable installation materials and methods must be approved by the City prior to installation When federal, state, city, or county requirements differ from those of the NESC, Bicsi Customer-Owned Outside Plant 2nd Edition, and AT&T Outside Plant Engineering Handbook dated August 1994, adhere to governmental requirements only when they are more stringent than those of the NESC, Bicsi Customer-Owned Outside Plant 2nd Edition, and AT&T Outside Plant Engineering Handbook dated August 1994 Service Restoration The City will issue Emergency Service Restoration Work Orders for restoration of services it is expected that on a 24/7/365 basis, Emergency Service Restoration Work Orders will be responded to within 30 minutes of notification and staff will be on site within one (1)hour of the mitial notification when warranted A service phone number must be available for 24-hour calling and an escalation procedure must be provided within the proposal response The escalation procedure should Include alarm momtonng capabilities with response times, provisioning and service order resolution, the trouble reporting method, first response time, call-out 32 r � procedures with contact names and telephone numbers, and any other relevant information Due to the redundant nature of the Palm Coast FiberNet, not all fiber cuts will require an emergency restoration and for all service restoration Work Orders, the City will attempt to have imtial debugging completed, and for a major trunk failure will have pnonty assigned for cut fiber Service Restoration Work Orders may mclude emergency conduit repair, pulling fiber cable, and high count splicing Vendor Requirements Vendor must have local, full-time employees who are qualified to provide technical support for fiber optic cable, splicing, and equipment and services purchased by the City from the vendor Adequate Staffing Vendor shall have a fully staffed business office, which includes, at a minimum, one (1) person to answer service calls and operational questions and two (2)technical employees During normal business hours, the phone must be answered by office staff After-hours telephone answering may be automated if an escalation call list to bypass it has been provided by the vendor (In addition, the vendor must give the trouble escalation schedule m terms of who handles the problem at each level of the escalation and the length of time spent at each level before further escalation is required) Full Service Coverage Vendor agrees to provide normal service between 7 00 a m and 5 00 p m Monday through'Fnday, excluding City holiday-s Vendor further agrees to provide emergency service 24 hours a day, 7 days a week Emergency service means "resolving problems that occur that interfere with the normal operation of The City's business and the FiberNet network " Timely Response Vendor agrees to provide four (4) hour response time for normal service requirements during business hours and 30-minute acknowledgment, one (1) how response (on-site), 24 hours a day, 7 days a week, for emergency restoration service Dispatch Number Vendor must provide a service dispatch number answered 24 hours a day, 7 days a week Qualified Employees/Technicians Vendor must provide one or more on-staff employees who are BICSI RCDD (Registered Communications Distribution Designer)OSP Certified and/or have a minimum of ten (10) years experience with outside plant cabling, who are full-time employees and are based in or near Flagler County, with evidence of the certification and/or expenence attached to the bid Additional RCDD OSP Certified employees or years of experience 33 would be prefened but not required Out of town consultants and employees will not qualify. These certifications will be verified Adequate Parts Inventory Vendor must maintain a spare parts inventory that will allow the vendor to meet maintenance requirements specified under the contract The chosen vendor's spare parts inventory may be inspected at any time during the contract period for compliance Failure to comply could cause forfeiture of the contract Work Eligibility for non US Citizens Vendor shall provide proof of necessary employment eligibility verification for any non- US Citizen personnel Bidder must provide a copy of its City of Palm Coast Business License And, as stated above,bidder must also provide a copy of its Florida State Contractor's License Warranty All fiber optic cabling and connectors must include a guarantee of one (1) year on all labor and material Additions and Changes,Per-Hour Labor and Site Visit Charge During the period of this contract, the City may require cable maintenance or moves on previously installed cable Vendors should quote the per-hour labor charge on this type of service and minimum charge for a site visit if applicable, on the space provided in the Pncmg Sheet(Section 5) Service Out of Business Hours, Per-Hour Labor and Site Visit Charge The City views police and fire installations as 24-hours-a-day, 7-days-a-week operations Vendors should quote a per-hour labor charge for service outside of normal work hours, as well as a minimum charge per site visit if applicable, on the space provided in the Pricing Sheet(Section 5) Claims for Extra Work No claims for extra work will be allowed unless the same shall have been previously ordered by the City of Palm Coast in writing Competitive Pricing The City expects to receive the lowest prices the vendor is charging other organizations purchasing similar quantities of cabling installation, service, and support The City reserves the right to terminate the contract if, in the City's opinion, prices are deemed to be out of line with the general marketplace 34 EXHIBIT B Price Proposal Form Revised per Addendum 2 ,5�y � A a •N'h c1i-a,+"{t � s v ) r '� a z�c � 'J �' �? �� i.i5 d 4S'�•iJJ r ,§� +,.J t�•T �i�,t S .,:�?,/' � i tq 6T-�Sr 3y� a� jr � y 1 s 1 Single mode Outdoor 12 strand fiber optic cable (per ft installed) 1 35 2 Cost per foot not installed 31 3 Single mode Outdoor 24 strand fiber optic cable(per ft installed) 1 44 4 Cost per foot not installed 38 5 Single mode Outdoor 48 strand fiber optic cable (per ft installed) 1 64 6 Cost per foot not installed $ 58 7 Single mode Outdoor 96 strand fiber optic cable (per ft installed) $ 2 09 8 Cost per foot not installed 1 03 9 Single mode Outdoor 144 strand fiber optic cable (per ft installed) $ 2 50 10 Cost per foot not installed $ 1 48 ( 11 Single mode Outdoor 288 strand fiber optic cable (per ft installed) $ 3 86 12 Cost per foot not installed 4' 2 78 13a Trench 36" -Machine(per ft)including 2"duct $ 4 45 13b rench 36" - Machine(per ft)including 4" duet 6 66 14a Trench 36"—Hand Dig(per ft)including 2"duct $ 5 50 14b Trench 36"—Hand Dig(per lt) mcluding 4"duct 7 66 15 Directional Bore 2" (per ft) 12 00 16 Directional Bore 4" (per ft) +. 14 35 17 Directional Bore 6"(per ft) 16 00 18 Core Bore Structure (each bore) 100 00 19 Tracer wire 12 GA w/HMWPE covering(per ft installed) '' 35 20 Warning tape (per reel) 50 00 21 Pull Box (hand hole) 24X36X18 load bearing (20k lid), installed(each) $ 600 00 ( ( it'< strit f'<' tr: N y s .ism6R4 F ,V� ry ii t . / Ys c: s +�'t,2s ., h5 1� ii q..^ � w yF v �4 ]:�fR V� � �} , - ems"! � P a Y 5l � .:i s�jS'9 f -i e V�j siS�„Si 5� :L=n7:7,L7 1/43;a s io� 19f115t (1t - r f ) ��yZ c ,.p f l i i .n 1JI� [ i _. tie ... a, 9 L47. nn$i 'n x, 42. r - . ..., ._.. ', ,. ..t*.> 4,. . .:. .. 1:4 ( 22 Pull Box(hand hole) 36X24X36 load bearing (20k lid), installed(each) $ 750 00 23 Saw cut concrete or asphalt(per ft) $ 1 00 24 Asphalt removal&disposal 4"depth(per sq ft) $ 2 50 25 Asphalt removal &disposal additional 3"depth (per sq ft) $ 1 50 26 Asphalt replacement—Labor Only (per sq ft) $ 5 25 27 Concrete removal & disposal 5"-6"depth(per sq ft) $ 3 50 28 Concrete removal & disposal additional 2" depth(per sq ft) $ 1 50 29 Concrete replacement—Labor Only (per sq ft) $ 7 00 30 Ground Wire 6GA 500' (per reel) $ 220 00 31 Remove and Replace Access Loop for New/Existing Splice Case $ 150 00 32 Mid-Sheath Fiber Entry(each location) $ 350 00 33 Install New Splice Case and Place Cables—Buried(each location) $ 250 00 ( 34 Re-enter Splice Case and Place Cable(each location) $ 150.00 35 Splice 1-24 Optical Fibers $ 30 00 36 Splice 25-96 Optical Fibers $ 18 00 37 Splice 97-288 Optical Fibers $ 15 00 38a Splice Case(each) -rant $ 169 20 38b Splice Case(each)- 6 5"x 22" $ 388 92 38c Splice Case (each)- 8 5"x 22" $ 706 20 39 Other charges Other charges include per-hour labor and site visit charges for service as $ follows 40 Labor per hour per person,normal business day 8am-5pm(M-F) $ 40 00 41 Labor per hour per person, after business hours $ 75 00 42 Labor per hour per person,Holiday $ 75 00 ` 43 Site visit minimum charge,normal business hours 8am-5pm(M-F) $ 75 00 44 Site visit minimum charge, after business hours $ 350 00 r' t ?F L . r n3 7*. LY�ia I[ai{ ( 45 Site visit mmnnum charge,Holiday $ 350.00 46 Backhoe with Operator, normal business hours 8am-5pm(M-F)per hour $ 107 90 47 Backhoe with Operator, after business hours (per hour) $ 135 45 48 Backhoe with Operator, Holiday (per hour) $ 135 45 49 City right of Way Permit(per ft) $ 25 Job Design per ft(3500 ft minimum to include access and mamtenhnce loops) Price will 50 include drawings delivered and retrieved from MLGW, obtain City Right of Way $ Permits, GPS Data,and As Built drawings submitted to City of Palm Coast at 75 completion of job 51a Splice Trays - 6 fiber strand capacity $ 55 00 51b Splice Trays- 12 fiber strand capacity $ 55 00 51c Splice Trays -24 fiber strand capacity $ 55 00 51d Splice Trays- 48 fiber strand capacity $ 55 on Total of Line Items: 1,2, 13, 14, 15, 16, 18,22,24,38,43,46, and 50 $ 2352 75 Total (in words): $ Two thousand fifty two dollars and seventy five cents Please fill out the Price Proposal form in its entirety Please note that the cost proposal will only be scored on line items 1, 2, 13, 14, 15, 16, 18,22,24, 38,43,46, and 50(highlighted in yellow) l THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR BID