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Contract 2022-001ADocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B AGREEMENT NO. 2022-001 FOR ADVANCED METERING INFRASTRUCTURE SYSTEM THIS AGREEMENT, is made and entered into this 25 day of January 2022, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"), and NATIONAL METERING SERVICES, INC., whose address is: 163 Schuyler Ave., P.O. Box 419, Kearny, NJ 07032, (hereinafter referred to as "CONTRACTOR"). WHEREAS, Hillsborough County through the public procurement process awarded an Agreement for metering system, Hillsborough County Contract Number 18122,3; WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's response thereto and Agreement in accordance with CITY's procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the Hillsborough County Contract Number 18122,3; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE 1— SCOPE OF WORK The CONTRACTOR shall furnish automated metering as described in the Hillsborough County Contract Number 18122,3, which is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR that is not specified in the CITY's purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply. ARTICLE 2 — THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement documents and the Unit Price Schedule as set forth in Exhibit "B", attached hereto and incorporated herein. ARTICLE 3 — TERM AND TERMINATION 3.1. This Agreement is to become effective upon execution by both parties, and shall remain in effect for ten (10) years unless terminated or renewed by Hillsborough County. DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B 3.2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR b) if CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. ARTICLE 4 — PROVISION OF SERVICES AND COMPLETION OF WORK 4.1. The CONTRACTOR shall only provide to CITY metering system upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in Hillsborough County Contract Number 18122,3 or in the specific purchase order or authorized order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. 4.2. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option cancel the order and seek the items from any available source. 4.3. It is expressly understood and agreed that the passing, approval and/or acceptance of any gasoline, diesel, kerosene, LP gas and bio-diesel herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted gasoline, diesel, kerosene, LP gas and bio-diesel so as to comply with the warranties and specifications hereof. 4.4. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 2 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B ARTICLE 5 — PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for all accepted deliveries and undisputed product delivered and services provided, within thirty (30) calendar days of receipt of the invoice. ARTICLE 6 — DISPUTE RESOLUTION - MEDIATION 6.1. Any claim, dispute or other matter in question arising 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. 6.2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 6.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. ARTICLE 7 — INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance — The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. 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 CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR's Commercial General Liability Insurance — The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business 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 as follows: 3 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B (a) CONTRACTOR's Commercial General Liability, $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 Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. Indemnification Rider (a) To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its 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 CONTRACTOR, any subcontractor, 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 such acts are caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article; however, this indemnification does not include the sole acts of negligence, damage or losses caused by the CITY and its other contractors. (b) In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, 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 CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. (c) The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. ARTICLE 8 — 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 2 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B 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. CONTRACTOR: National Metering Services, Inc. 163 Schuyler Avenue P.O. Box 491 Kearny, NJ 07032 Attn: William Castle, President OWNER: City of Clermont Attn: Brian Bulthuis, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE 9 — MISCELLANEOUS 9.1. 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. 9.2. 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 of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 9.3. 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. 9.4. Amendment — Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 9.5. Entire Agreement — This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 9.6. Assi_ng ment — Except in the event of merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this 5 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of city. 9.7. 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. 9.8. 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. 9.9. Public Records — Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically to the CITY in a format that is compatible with the information technology systems of the CITY. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. 71 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B ARTICLE 10 — AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 10.1. This Agreement 10.2. Purchase Order / Notice To Proceed 10.3. An applicable Contractor Quote or Statement of Work 10.4. All documents contained in the Hillsborough County Contract Number 18122,3. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 25 day of January 2022 CITY OF CLERMONT DocuSigned by: DS Tim Murry, Mayor ATTEST: DocuSigned by: Tay Ad,-yd Hwvc 3AD7F34905B344A... Tracy Ackroyd Howe, City Clerk 7 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B National Metering Services, Inc. DocuSigned by: R(Lalw� (AS�{,t, By: 960BA0226FC64A6 (Signature) William Castle Print Name: Title: President 1/21/2022 Date: DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B EXHIBIT A Hillsborough County Florida Agenda Item Cover Sheet Agenda Item N A-58 Meeting Date 5/6/2020 ❑ Consent Section ❑ Regular Section ❑ Public Hearing Subject: Award and execute a 10 year Agreement and Software -as -a- Service Agreement to upgrade the County's existing meter infrastructure to a system using an advanced metering infrastructure (18122,3) for the Water Resources Department at a total cost of $20,000,000.00. Department Name: Procurement Services Contact Person: Scott Stromer Contact Phone: 301-7095 Sign -Off Approvals: Bonnie Wise 4/24/2020 Scott Stromer 4/23/2020 Assistant County Administrator Date Department Director Date Kevin Bricke 4/24/2020 Orlando Perez 4/23/2020 Management and Budget — Date County Attorney — Date Approved as to Financial Impact Accuracy Approved as to Legal Sufficiency N/A N/A Deputy County Administrator Date Staffs Recommended Board Motion: Award and execute a 10 year agreement and a software -as -a -service agreement with National Metering Services, Inc., to upgrade the County's existing meter infrastructure to a system using an advanced metering infrastructure (18122,3) for the Water Resources Department at a total cost of $20,000,000.00. The County is currently responsible for approximately 3,181 commercial meters and 192,929 residential meters, of which approximately 190,000 are read manually and approximately 6,110 are read using vehicle equipped meter reading devices. The new system will allow data collection through mobile and fixed network systems, which will provide immediate consumption analysis, monitoring of meter reading operations, and provide customers with more accurate billing statements. The new software solution will interface with the County's existing utility billing system and will automatically adapt to the County's population growth without requiring additional staffing, manual meter reading, or use of drive -by reading devices. In this case, there were no Certified Disadvantaged Minority/Disadvantaged Women Business Enterprise (DM/DWBE) firms and no Registered Small Business Enterprise (SBE) firms for the specified services; therefore, no participation goal or set -aside was established for this procurement. Although no participation goal or set -aside was established, the opportunity to submit a bid as a prime vendor is always available to interested firms, including Certified DM/DWBE and Registered SBE firms. Funding for this procurement is available in the requesting departments' approved budget, and purchase orders will only be issued against approved budgets. Financial Impact Statement: Funding for this procurement is available in the requesting departments' approved budget, and purchase orders will only be issued against approved budgets. Background: The initial phase of this project will involve upgrading approximately 8,100 meters at an estimated cost of $2,194,551.00, which will include all materials, installation, maintenance, software, a customer portal, and training. The recommended award amount is consistent with the requesting department's estimated budget for project. Effective competition and transparency were achieved through the use of competitive DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B sealed proposals for this procurement; and the requesting department deemed the pricing to be fair and reasonable. The resulting contract is available to the Hillsborough County Governmental Purchasing Council. DELEGATIONS TO DIRECTOR OF PROCUREMENT: [Y] Unilateral Change Orders up to $25,000 for additions within the scope of the contract [Y] Unilateral Extensions [N] Unilateral Renewals [N] Additional Purchase Option(s) List Attachments: Award Recommendation, RFP Evaluation Summary, Notice of Intent to Shortlist, Notice of Intent to Award, Economic Development Memorandum, National Metering Services Proposal, Agreement, Software -as -a -Service Agreement DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B ® ' llsborough BOARD OF COUNTY ' COMMISSIONERS CountyKen Hagan Pat Kemp SM Lesley "Les" Miller, Jr. PUBLIC UTILITIES Sandra L. Murman PO Box 1110 Tampa, FL 33601-1110 Kimberly Overman Mariella Smith Stacy R. White IM E M O R A N D U M COUNTY ADMINISTRATOR Michael S. Merrill COUNTY ATTORNEY DATE: July 01, 2019 Christine M. Beck INTERNAL AUDITOR TO: Angel Concepcion, Senior Procurement Analyst, Procurement Peggy Caskey Services CHIEF DEVELOPMENT & INFRASTRUCTURE SERVICES FROM: Gary Hunter, Manager III, Public Utilities Department ADMINISTRATOR Chairperson, Evaluation Committee Lucia E. Garsys SUBJECT: Final Recommendation for RFO 18122.3, AMI System The Request for Solutions (RFS) Evaluation Committee (EC) was comprised of four voting members representing the Public Utilities Department (PUD) Client Services Group (CSG) based on their knowledge, experience, and skills related to utility meter reading and billing. The EC voting members were: Gary Hunter, Manager 111, CSG Operations (Chairperson) Courtney Alexander, Manager II, System Support Jason Chapas, Manager, CSG Field Operations Mario Acevedo, Supervisor, CSG Meter Reading Operations Advising the EC throughout the process were the following non -voting members from PUD and the Information and Innovation Office (110): Kenneth Williams, Supervisor, PUD Meter Shop Jason Graves, Support Analyst, 110 Jonathon McCary, Manager Plans, PUD Roger Castro, Client Services, Group Manager Koni Cassini, Division Director, Enterprise Solutions, PUD On June 26 and 28, 2019, the EC met to evaluate three presentations from shortlisted proposers to determine which one met and/or exceeded Hillsborough's Automated Metering needs. The EC discussed and scored the three presentations based on the parameters as published in the RFS. A summary of the discussion is provided below. Badger Meter Inc. —The proposer demonstrated a great understanding of Hillsborough's objectives and proposed product and services. Use of a cellular based system does meet the objective of minimal infrastructure but the committee was hesitant to trust the coverage and reliability of the AT&T network. Experience and references within Florida were considered a HCFLGOV.NET DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B smaller scale to our project but indicates a durable and reliable product none -the -less. The EC felt the "hosting" capabilities fell short or were in the least not fully explained. The presenter spent most of his time reading questions and answers from a written page. Those questions, while important, should probably have been a supplement to the presentation, not the focus. The EC was particularly concerned with the product not having a true drive -by backup. Mueller Systems LLC - The proposer demonstrated a technologically sound product but the solutions proposed also seemed to have a lot of infrastructure and support needs that would be incumbent upon Hillsborough to provide. The EC appreciates the effectiveness of using a LoRa based system but the objective of a turn -key hosted system was not met. The proposer had various supplemental products but the EC was not convinced that the base 5/8" meter with Nicor connected AMI infrastructure would meet our physical needs. The strength and security of the system bolstered by the use of Amazon Web Services is desirable, but this is not the only proposer using AWS (or LoRa.) National Metering Services Inc. - The general consensus of the EC is that their proposal demonstrated a great understanding of Hillsborough's objectives. Their proposed products and services fully meet our requested needs. Experience and references within Florida indicate a durable and reliable product in a strong market7heir Head End operating system seems to be a strong fit with our Oracle CCS and proposed C2M systems. Host services demonstrated were top tier. All of these services coupled with their LoRa communications system were unmatched by any other proposer. Following the foregoing discussions, the EC completed a consensus scoring of the responsive proposal based on the non -pricing parameters as published in the RFP. The EC's scoring for the proposal is evidenced and attested by the attached Consensus Scoring form. Based on the final scoring of all parameters prescribed in the subject RFP, and as evidenced in their presentation, the EC jointly selects National Metering services as the preferred provider. If you need any further information or clarification, please contact me at 813-612-7725. cc: EC Members,, DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Hillsborough BOARD OF COUNTY COMMISSIONERS County. Ken Hagan Pat Kemp 5M Lesley "Les" Miller, Jr. PUBLIC UTILITIES Sandra L. Murman PO Box 1110 Tampa, FL 33601-1110 Kimberly Overman Mariella Smith Stacy R. White M E M O R A N D U M COUNTY ADMINISTRATOR Michael S. Merrill COUNTY ATTORNEY DATE: June 07, 2019 Christine M. Beck INTERNAL AUDITOR TO: Angel Concepcion, Senior Procurement Analyst, Procurement Peggy Caskey Services CHIEF DEVELOPMENT & INFRASTRUCTURE SERVICES FROM: Gary Hunter, Manager III, Public Utilities Department ADMINISTRATOR Chairperson, Evaluation Committee Lucia E. Garsys SUBJECT: Final Recommendation for RFO 18122,3, AMI System The Request for Solutions (RFS) Evaluation Committee (EC) was comprised of four voting members representing the Public Utilities Department (PUD) Client Services Group (CSG) based on their knowledge, experience, and skills related to utility meter reading and billing. The EC voting members were: Gary Hunter, Manager III, CSG Operations (Chairperson) Courtney Alexander, Manager II, System Support Jason Chapas, Manager, CSG Field Operations Mario Acevedo, Supervisor, CSG Meter Reading Operations Advising the EC throughout the process were the following non -voting members from PUD and the Information and Innovation Office (110): Kenneth Williams, Supervisor, PUD Meter Shop Jason Graves, Support Analyst, 110 Dr. Jonathon McCary, Manager, Planning, PUD Roger Castro, Group Manager Koni Cassini, Division Director, Enterprise Solutions, PUD On June 07, 2019, the EC met to evaluate eight proposals received to determine if they met the minimum qualifications prescribed in the solicitation. The EC discussed and scored the eight responsive proposals based on the non -pricing parameters as published in the RFS. A summary of the discussion is provided below. Badger Meter Inc. —The general consensus of the EC is that their proposal demonstrated a great understanding of Hillsborough's objectives. Their proposed product and services would fully meet our requested needs. Specific examples are their 2-way communications via cellular HCFLGOV.NET DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B technology and encoded registers, plus their cloud -based hosted systems. Experience and references within Florida indicate a durable and reliable product. Empire Pipe Orlando LLC — did not offer the turn -key product we were looking for. It was not all - in -one, relying on Hillsborough to provide equipment and pay other utilities for use of their poles for electronic components. This product did not seem to be in tune with the needs of a water -centric utility. Fortiline Inc. — Proposal was non-specific to Hillsborough's needs and environment. We felt there was a lot of extraneous information. IBT AMI Solutions LLC - Proposal was non-specific to Hillsborough's needs and environment. References to a like utility and like size were not there. The Committee was not convinced that this proposer could handle a water -specific job of this size. Itron INC — Experienced and advanced but the Committee prefers an all in on solution and vendor. in this proposal, Hillsborough would be responsible for lease fees and electricity costs. Pricing was not conclusive and left room for unexpected system costs. Mueller Systems LLC -The general consensus of the EC is that their proposal demonstrated a good understanding of Hillsborough's objectives and proposed product and services that could meet our requested needs. Product technology and advancement seemed to be a focus and may prove beneficial downline. Particular benefits included 2-way communication, SaaS integration with Oracle CC&B, and 24-hour system monitoring and support. Of special note was a 20-year warranty on the battery life of meters transmitters. National Metering Services Inc. - The general consensus of the EC is that their proposal demonstrated a great understanding of Hillsborough's objectives and proposed product and services that would fully meet our requested needs. Experience and multiple references within Florida indicate a durable and reliable product. Has after-hours, emergency support. Offers PD meters as well as ultrasonic. Advanced technology using LoRa. As a bonus, they offer credits for recycling of old meters that would substantially reduce costs. Sensus USA Inc. — This Committee was not accepting of the meter proposed fearing that the plastic components would not withstand the rigors of the environment nor the physical demands of maintenance and installations. The one Florida reference did not use the product proposed. Their Network as a Service seemed more in -tune to the needs of an electric company rather than that of a water -centric utility as Hillsborough. Following the foregoing discussions, the EC completed a consensus scoring of the responsive proposal based on the non -pricing parameters as published in the RFP. The EC's scoring for the proposal is evidenced and attested by the attached Consensus Scoring form. DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Based on the final scoring of all parameters prescribed in the subject RFP, the EC jointly recommends that Badger Meter Inc., National Metering Inc., and Mueller Systems LLC be extended invitations to present their product in person to the EC for further evaluation. If you need any further information or clarification, please contact me at 813-612-7725. cc: Beth Schinella, Interim Director, Public Utilities Department Evaluation Committee Members DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Notice of Intent to Shortlist - Request for Solutions RFQ 18122,3: Advanced Metering Infrastructure System Spppll.re ., rea.yUso2E,E,4.ED �n Ra.;o�:;2 Header POSTED: June 11, 2019 R INC Quob 232a3a RE ORLANDO LLC Quob 232a50 FORTIMNE INC Qupb23230a AMISOLUTIONSLLC Ouob 232G13 ITRON INC Ouob 2-1 MUELLER SYSTEMS LLC Quob 232a33 ATIONAL METERING SERVICES INC. Quob 23230, SENSUS USA INC Quota232J18 Cupali`r S'n MINI KORRINE cols. Jemes R—NO, KRIS esb, Joseph AS, RUSTY SHORT, ANITA VERNIRAMO, RICH M00RE.—ER Qucte stows SM1.nllst sans Active Inclutlatl Excludetl Ackve FxlWetl Ackve FxlWetl Ackve FxlWetl Ackve Inclutlatl Ackve Inclutlatl Ackve FxlWed a e ei OuWe C-I. 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Propp.a 1. e am una.rswnamg, areemen[ any purer person�Ntn or wrporetlon making a Proposal mr me same purpose, aM is, In.1I respects, fair atM wHM1OW o Mi- Prppo.er N rot In arrears m HAlaborough County upon a aekulmr, as surety or ometwl.e, upon .I blisaeonb HlOabpmugM1 Count'. 4. no WA�r oremployee or person whose salary is payable, In tin All. ham tM1e Count' Treasury is, sM1all bear become rectly or InMrectly, surety or otM1e�wise in role Proposal; In I.egulpmen[ anNprm—to—, th.,.1ab or baA, IpoNon of the pro M1a th—, Proposer IiI R—Iy —P.P.—examined tIre one where me anabr work are b be p.,F.= ana MI rrom,be veaflgatbns, the Proposer is.atlaflea wIm the nature Protect a aflty anitl guatdty of me genierel ana oralomntli1—, 0la cul4eabbelts anN mar In anY war affect tM1e pert�ormance;ollM1e lServicesantllorlWcrk. e o v ;t Solicflatbn anr�aanaawaM1er una.rstanamatam:um an.reuon N on -gloat 6ofiGtatlon Document may result In re)eNon of me Proposers Proposal. . Proposer acknmvbtlges aM undersbnd. th. secflon 281.138, F.d. Smtutea, p-AIM, asendea antl govemm.ntal -ft. ham ctlns vam a mmpanyfpr good..—r.ervl.a mat are 0ne bn Oollers (E1,Oo0,000) pr more, I —company Is (I) engagetl In DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B r s1^Ia, (Iq on List Boycosrael V I(—d b—iblm Florida Simuleal eeclbn 11-711), gii) on Ne Sd-dted Companies vnth List (S. ea pursuant la Flodaa Sthmt.s, Section 4]3), or ( V) an tl1e Scrutlnizetl Companles vnN Actrvinea in tl1e Energy Sector Llet (same; pursuant io FbiN. Statute; Sedbn 215A73). Proposer M1ereby wMOes that Proposer Q) le engages In buslnesa o e dds in Cuba or Syria, (II) b Boycott Israel Lim,(III) Is rKK On IIIIIISautlnlzea ComPaniesnC witM1 Adlvities in Susan Utd, antl (v) la nM on E edgy s.dpr u.L ProPoeer�.rknowleae.. ana prwersthrw. mat o rap.m m me., Sedbo28].135,Neaubmi.abootatalae ay suged Proposer 10 cMl perraltiea, atlarneya' fees uA, representation of d.vlahonM) may cause Nls Bid N Lounry. TM1e mllowing represents every 0evlmlon (8em cer) to th. eg g itaeon m Bi po cM1 dhis Bid is besednam . e III Proposes using our stanasm aM.—Id as Ne basis for wntrecting Nia pro)ed. There Is an exi I agreement between Ne County ant Itmn softwarere antl services reu ire; rforthe ndctiii_In Ne ad, —response. e Ii, III an Agree County wll mpy of1M1e eBec urea Agree -Ii apptic S.. The Coueniy Premrsm promos the tlOc—MI eledromc man (e-man). H n Orgina wPy of Ne executed Agreament,It be malletl. lid —the delivery melM1as desires. all; mpyvb U.S. Mall amectranic venbn ;electronic version aelechvnrc version Sena electronic version Sena mectronic venbn Sent Nectranic verson Sena electlonic version renty am uP with a merchant b—.t m b—bt payment by VISA creak taro III will —id payment trwn the county by VISA rough Ne ePayables eMWonlc payment solution. reatly enrolled in tea C—y.—w !S,ssowtion mt.nle II mntncv.wam, the Biaaerwm.utom i-Ifly re.lw Payment I,dIS N.Ir end -.1— in 11..—t N. Bbder 1.11 Sucw.- Butler. auept payment Rb Ne Countybydirectd.P.dthrough nit payment aolu0on. reedy enrolled in the but—d ly wlutlon loran ig iig it—.11Hawar1. Ne ebtler drill autOma did 1treceive payment .Ing thmrenrolletl aol Won In the ewM Ne Butler la the SuccesaMl Bld— M11 Ad- I. aEl gove_agenldeOalloepartme b, alma n beP.l see apeaaN. �dd agreemmakeore id—tanabid i b_ apnmmea —11OW. m.II gpwmm.M agepde. aePanmeme, am aealreme (or nN) wl 1 NOT d. Protect Name: —ttil.FL Allegro AMI/AMR System City of Folsom City of Mulberry AMISy— Proled L. Cunty(FL) Utlllges ter Meter Replacement Protect —t AMI ontracted wtM1. Badger meter, P.1kC... ty B.MC city of Folsom City Cuy of North Mlaml B.h, FL th h III. Ind. Cpuny cpvemmem Faymmvm. NC)Pwc onrad Person. Ryan Wllllamaon M1el BoeNcker Ereing Shb., Laumer Rift RdMi,, UBlitiea Engineering rtGreen preyB— areas. er Hldhw Aubu—id, z3 Keene BNa, WIMer H.,F W Nbb— StI Folsom CA 95810 MUlberry„Fl s3eso r Miami eeecn, FL 33tsz ExpMenwnin Neuanacheanresppnae. moony HOme lRpaa Sit_ FL S2n3 Faymmmlla Roea, Fayeaemlle, 2e3o1 Tm 11—Number 9s55500 2-131 355 ]200 SNC) 425-1125 948 z488 Ext 7982 Sae S—d s O 1-bid... ana (407) 85Sz]3] ie31382 ax Number ass Sw5 (a07) 83-1d) NA mall Mdreea CiIm.Rosay@clrynmb.com biI rgreen08®aeminolemunryll.gov db ybrown@faypwc.mm Pro)ed D.IPeon: ORION C0.1.11 County. mounting m Allegro MR ana AMIL ren%hb. Allegro AMR untll idd itdi PllegmuAMl. TONI will be s],000 enapolnb AMI system deployment-13,000 a P11b by mlu4onV Reepmsiblearor a0 ha of pro)ed TM prged bngeriM1an expedetl antl dnm tlreien we VaMre au ato Pmrnpermmarrmb sting a ter motlules antl 11,0001e k son Sa Ex,,dddmnin teuattaclreanresmnae. Supply ana lnaN1111,000 re.laentlal Badger Mmers ana Orlon ERTs, ow P.—(Oual vea). Ex sang ana recytling II removes meters Fay. lI PWC, one of Nelargem niclpal utllltles In NC, selectha Sensustoprovlae AMl servimsto needy APp---tely 450 sP. m a FlexNet sit ng lmwrea ntegratlon m Ora euCCeB ana msmmler la unto OL0112018 0310112 011-016 0BI15/2 03-014 10/01I2014 01/02/2017 011DWO15 Protect Name: W.te rantl Sewer M1b,ty,dSC. Allegro AMR NAMI Pagosa Area Water Inut Creek SUO AMI nWay R-AMI mbhon ce(FL) WAS, System. Inc. ter Meter Replacement Protect anmd Metering NfresVucture o—diked WlM1. Mdtl Meter, Inc. Village of Palm SPdnga Pag0ea Area Water Inut Creek SUG amp. O— Company(TECO) City of St. Augustin. City of Lakeland, Flontla o—Peson. dance VHammona Mealci Stew Hams Ulllry Manager la Lukdc, Oiredor al AMI Sharon WM1ithner Raymond AbbbiIworlh it.. 14 Snake R.d, OkatM, SC 29808 2211 Cyyresa Lena, Palm Springs, FL 61 00 Lyn Avenue, Pagosa SPIN,, , CO. 57 W Highway 198 sp5ngmwn, Tex.a]eoez 20 S. ]7S..m S —P., FL MSS E,wea Id tnapaaameanre.mnae. City f St. Aug.oatme s�Aeowuna3zeesezm e S m treet,—Nidda. Fbrma 3. 01 12, Tmedlme Number. 9871011 -1--o eo3as31 (31])2z0]171 z75-0 btI (MM)erslolo a34-3 ax rvumberIII (MM) ersloea NA DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B mall Md. mikej@d,N-.Pre ammontl®We.ore Ike&awadore INar®aryataug.Pom reymona.M1oppamv @.kNanagov.nat Proles D.1pdon: ORION Cellular Up d1bg from AMR I. AMI 15,000 endpolnb AMISybteDepl--D porno SE .1011-1550 sO Mlle,.a". 11P1111 na P. NbrtawllwlN wsromen wiling a,d., MDM and conb— p I. SmadE911I1 TecM1no was the prima on Nlb pddda and la still an salve pddj a TECO Ib moenny deployln9ltrortb Op -y AM. ed.tlon system was bb1119 more Nen 800000—P.- Sea sealonSAuslNcatlona andn8e Expenenw In lM1e atbcM1ed response. Sly and Neon 11,000 NepMne water upp —1. atllremoveaRwaterEmeNrband P ama dlmpintatbnofneady20D,0o0 O eels ccSe�aa ralnfomanon swNd, le OBI0112017 1010212017 0110112015 1.1812018 —112017 0310112018 0110412016 0110112010 Pdb-Name. Cape Fear Public Jbidy ANnonty, NC Allegro Afdl Pd. Dam MUMclpal wabr DdAdd Ibr County wabr Department Pragramuwm soon ana RepI-- N—Nd(FL)UNdy lnc. W ,e�Met er ana Enapomt Replaceme I onbaaed WN. Badger Meter, Inc. enary—ty Pd. Dam Municipal wabr D-d County City of Cleveland water Depad— See sealon S. Ouallncanons and Suez NA Suez on— P—d T.d OvenurR Roper Greer Ad 0ugM1ron DI.d. OUM A,I. Mareevldus, P.E., Commisaoner Tuacano Hackney dress. rive, 313D UMNy Dr, La 1 , FL 33935 9WO F.,ft Parkway sanbe, C.1-1a N,b 07,1 Rd. Suite 000 Paramus NJ TN bb. Number: 3326088 6]-- 258i]2B (512) 788-2 8112 68a 24a6 Ex15]00 d25 3885 913— mall Md.did.—u.@@ ...org rereer®M1endryna.net aougnton®patlre.org naduerl®colllereov.net lex®clevelantlwabr.com tuecanogauez.com M1aaney®auez.mm Pro(ea Deaulpnon: ORION ME and Cellular (laree meters only) Upgretletl hom AMRto Harmony Allegro I. Taal. 3.500 endpolnb AMl system deployment20,000 porno Vanguard was Neltresllanon wmpetry for Nis one. M1e system conaleb ofapproximately d.pply and NaNllabonr-11 M1ardwaore dxxre Pu—.d by Ne Cly; aM nagetl held 1-11.b. ubmg Expenenw rn lM1e atbcM1ed response. ex rougbout Bergen CPunty, NNJ.J.re —dylmp.,fidg FlexNet unlple lownona NrougM1out New envy, New Vork, Maryland antl enneylvanla. The— deployment neMly conalab ofover 300o0D...N. Ne goal of dMI11 g 01-017 0511.017 011-018 01-015 1.1.010 111-015 0110412016 Di1o112016 12N112020 0913 .0 011-018 01-018 0811512014 -3.019 —712o21 Di1o112D23 wing lbma are uP—.d antl made pan o(thb submbalon: e ee(s), Brequded 3. Equal Employment Opportunlry Wo rce Ad.",. "I" Amon Palley stab t 5. mn yopr Prapo:ea "I"d. B. f roar Pro ...1—dbm r1 Ne amp Sum aeblled cast b.— of.. DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Notice of Intent to Shortlist - Request for Solutions RFQ 18122,3: Advanced Metering Infrast RFQ Luna cUy USO Y181810:80 SUM1artlistetl Ouotas 3 In ent t Raspanitletl 8 ' Lines Number M Awa dSupple,® Tfal Awartl Amount Total SaNn95 PemzM� Line type puantity Unit Lump Sum nt a Agree 1 I Job Pa Item, Rev Start ce A_AwaM Amou Letagory 890A4 Current Price SeNnBS Amount Savings Percent IN DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Notice of Intent to Award: RFS - 18122,3 Project Title: Advanced Metering Infrastructure System POSTED: July 1, 2019 Notice: Pursuant to Hillsborough County Ordinance 13-24, Protest Process and Procedures and Cone of Silence the proposer identified by bold borders is being recommended for contract award. Interested parties with a grievance pertaining to this procurement shall provide the County written notice no later than five (5) business days from the date the County posts this notice of intent to award. See following link for specific ordinance details: http://hcflqov.net/Iibrar/hiIIsborou h/media-center/documents/Procurement°/o2OServices/Procurement%2OManual/A endixCC U tU aNi e C> J J y r E EVALUATION SCORE SHEET Possible Score ORAL PRESENTATIONS RANKING 30 Points dCn c m R Z 1 Provide a brief overview of the team you are proposing for this contract 10 8 6 6 including their relevant qualifications and experience 2 Team's understanding of the scope and objectives, technical approach and 10 8 7 5 work plan presented. Willingness and ability to achieve the County's objectives, manage project 3 workload, and meet 10 8 6 5 schedule. TOTAL --> 30 24 19 16 Final Rankingi 1 2 1 3 G:\Bid Master\18122, Advanced Metering Infrastructure System\3. Evaluation\Oral Presentations\RFQ 18122,3 NOITA.xls DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B i l l s b o ro u g h BOARD OF COUNTY lulCOMMISSIONERS County Florida Victor D. Crist Ken Hagan SM Al Higginbotham Pat Kemp ECONOMIC DEVELOPMENT Lesley "Les" Miller, Jr. PO Box 1110 Tampa, FL 33601-1110 Sandra L. Murman (813) 272-7232 1 Fax: (813) 276-2638 Stacy R. White COUNTY ADMINISTRATOR Michael S. Merrill DATE: June 10, 2019 COUNTY ATTORNEY Christine M. Beck TO: Angel Concepcion, Procurement Services INTERNAL AUDITOR J Peggy Caskey FROM: Rita Sauri, Minority & Small Business Special Projects Coordinator SUBJECT: Disadvantaged Minority/Disadvantaged Women Business Enterprise Program Compliance Review PROJECT: RFQ 18122,3: Advanced Metering Infrastructure System The Economic Development Department has reviewed the responses for the County's Request for Qualifications (RFQ), Project No. 18122,3: Advanced Metering Infrastructure System. The responses were reviewed to assess their compliance with the County's Disadvantaged Minority/Disadvantaged Women Business Enterprise Program (DM/DWBE) as set forth in Attachment A of the RFQ. Attachment A offers a proposer one level of potential participation for RFQ's by which the proposer may receive bonus points. The proposer submits a statement by his/her RFQ which certifies that a minimum of 10% of its ultimate fee will be subcontracted to a certified DM/DWBE Professional Consulting Firm for which the proposer can receive five bonus points. Eight firms submitted proposals for DM/DWBE bonus points review. The scores for these firms are provided as follows: HCFLGOV.NET DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B RFQ 18122,3: Advanced Metering Infrastructure System June 10, 2019 1. Badger Meter, Inc.: 0 points The firm did not proposed subcontracting a minimum of 10% of its ultimate fee for this project to certified DM/DWBE firms. 2. Empire Pipe Orlando, LLC: 0 points The firm did not proposed subcontracting a minimum of 10% of its ultimate fee for this project to certified DM/DWBE firms. 3. Fortiline, Inc: 0 points The firm did not proposed subcontracting a minimum of 10% of its ultimate fee for this project to certified DM/DWBE firms. 4. IBT AMI Solutions, LLC: 0 points The firm did not proposed subcontracting a minimum of 10% of its ultimate fee for this project to certified DM/DWBE firms. 5. Itron, Inc: 0 points The firm did not proposed subcontracting a minimum of 10% of its ultimate fee for this project to certified DM/DWBE firms. 6. Mueller Systems, LLC: 0 points The firm did not proposed subcontracting a minimum of 10% of its ultimate fee for this project to certified DM/DWBE firms. 7. National Metering Services, Inc: 0 points The firm did not proposed subcontracting a minimum of 10% of its ultimate fee for this project to certified DM/DWBE firms. 8. Sensus USA, Inc: 0 points The firm did not proposed subcontracting a minimum of 10% of its ultimate fee for this project to certified DM/DWBE firms. DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Request for Solutions 18122,3:232301 Request for Solutions 18122,3:232301 Title Advanced Metering Infrastructure System Amendment Date 15-APR-2019 14:04:57 Amendment Description An amendment is being issued for the following reason: Attached zip file titled Hillsborough AMI System Files to assist Bidders with the list of Meter Addresses that were provided in Adobe format. Close Date 30-APR-2019 14:00:00 Open Date 15-APR-2019 14:04:58 Time Zone Eastern Time Response Status Active Your response has been submitted to: Company HILLSBOROUGH COUNTY BOARD OF COUNTY COMMISSIONERS Buyer Matthews, Janice Location BOCCOU 601 E Kennedy Blvd Tampa, FL United States Phone 813-301-7084 Fax Email MatthewsJ@hillsboroughcounty.org Your information is: Your Company Name NATIONAL METERING SERVICES INC. Your Company Site Address 163 SCHUYLER AVE KEARNY, NJ 07032 United States Contact Details VERDIRAMO, RICH HILLSBOROUGH COUNTY BOARD OF COUNTY COMMISSIONERS Page 1 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Request for Solutions 18122,3:232301 Table of Contents 1.4.1 Buyer Attachments.................................................................................................................................................................10 1.4.2 Supplier Attachments.............................................................................................................................................................10 2 Price Schedule.........................................................................................................................................................................................I I 2.1 Line Information.............................................................................................................................................................................11 2.2 Line Details.....................................................................................................................................................................................11 2.2.1 Line 1......................................................................................................................................................................................11 HILLSBOROUGH COUNTY BOARD OF COUNTY COMMISSIONERS Page 2 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Request for Solutions 18122,3:232301 1 Header Information 1.1 General Information Title Advanced Metering Infrastructure System Description The Hillsborough County (County) Public Utilities Department (PUD) seeks a proposed solution from qualified interested parties to upgrade the County's existing Meter infrastructure to an Advanced Metering Infrastructure (AMI) system. Amendment Date 15-APR-2019 14:04:57 Amendment Description An amendment is being issued for the following reason: Attached zip file titled Hillsborough AMI System Files to assist Bidders with the list of Meter Addresses that were provided in Adobe format. Open Date 15-APR-2019 14:04:58 Close Date 30-APR-2019 14:00:00 Time Zone Eastern Time Buyer Matthews, Janice Quote Style Sealed Email MatthewsJ@hillsboroughcounty.org Event Request for Solutions Outcome Contract Purchase Agreement 1.2 Terms Effective Start Date Ship -To Address Payment Terms FOB Currency Response Valid Until Total Agreement Amount (USD) 1.3 Requirements Not Specified Multiple (See Below) See Below Tampa, FL 33601 United States NET 30 DAYS FOB - Destination USD (US Dollar) Not Specified Effective End Date Bill -To Address Carrier Freight Terms Price Precision Reference Number Not Specified CCC-County Finance -AP (Global) PO BOX 1110 Tampa, FL 33601-1110 United States Best Way Freight Included Any Affirmation Name of person submitting the Proposal. ........................................................................................................................................................................ Your response value: Richard Verdiramo Title of person submitting the Proposal. ........................................................................................................................................................................ Your response value: Business Development Director I represent that I am at least eighteen (18) years of age. ........................................................................................................................................................................ Acceptable Values Yes ........................................................................................................................................................................ Your response value: Yes I represent that the printing of my name and the submittal of a Proposal is intended to authenticate this writing and to have the same force and effect as my manual signature. ........................................................................................................................................................................ Acceptable Values Yes ....................................................................................................................................................................... Your response value: Yes HILLSBOROUGH COUNTY BOARD OF COUNTY COMMISSIONERS Page 3 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Request for Solutions 18122,3:232301 Affirmation I represent that I am either authorized to bind the Proposer, or that I am submitting the Proposal on behalf of and at the direction of the Proposer's representative authorized to contractually bind the Proposer. ....................................................................................................................................................................... . Acceptable Values Yes ........................................................................................................................................................................ Your response value: Yes I represent that the Proposer and/or its applicable representative(s) has reviewed the information contained in this Proposal and that the information submitted is accurate. ........................................................................................................................................................................ Acceptable Values Yes ........................................................................................................................................................................ Your response value: Yes At this present time, we understand all requirements and state that as a serious Proposer we will comply with all the stipulations included in this Solicitation Document. The above -named Proposer affirms and declares: That the Proposer is of lawful age and that no other person, firm or corporation has any interest in this Proposal or in the Contract proposed to be entered into. That this Proposal is made without any understanding, agreement, or connection with any other person, firm or corporation making a Proposal for the same purpose, and is, in all respects, fair and without collusion or fraud. That the Proposer is not in arrears to Hillsborough County upon debt or contract and is not a defaulter, as surety or otherwise, upon any obligation to Hillsborough County. That no officer or employee or person whose salary is payable, in whole or in part, from the County Treasury is, shall be or become interested, directly or indirectly, surety or otherwise in this Proposal; in the performance of this Contract; in the supplies, materials, equipment, and Services and/or Work to which they relate; or in any portion of the profits thereof. That the Proposer has carefully examined the site where the Services and/or Work are to be performed and that, from the Proposer's own investigations, the Proposer is satisfied with the nature and location of the Project and/or Work to be performed; the character, quality and quantity of materials; the kind and extent of the equipment and other facilities needed for the performance of the Services and/or Work; the general and local conditions, all difficulties to be encountered; and all other items which may in any way affect the performance of the Services and/or Work. That the Proposer has not altered the original Solicitation Document in any way and further understands that any such alteration of the original Solicitation Document may result in rejection of the Proposer's Proposal. Proposer acknowledges and understands that Section 287.135, Florida Statutes, prohibits agencies and governmental entities from contracting with a company for goods and/or services that are One Million Dollars ($1,000,000) or more, if such company is (i) engaged in business operations in Cuba or Syria, (ii) on the Scrutinized Companies that Boycott Israel List (created pursuant to Florida Statutes, Section 215.4725), (iii) on the Scrutinized Companies with Activities in Sudan List (created pursuant to Florida Statutes, Section 215.473), or (iv) on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List (created pursuant to Florida Statutes, Section 215.473). Proposer hereby certifies that Proposer (i) is not engaged in business operations in Cuba or Syria, (ii) is not on the Scrutinized Companies that Boycott Israel List, (iii) is not on the Scrutinized Companies with Activities in Sudan List, and (iv) is not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. Proposer acknowledges and understands that pursuant to Florida Statutes, Section 287.135, the submission of a false certification may subject Proposer to civil penalties, attorneys' fees and/or costs. ........................................................................................................................................................................ Acceptable Values Yes ........................................................................................................................................................................ Your response value: Yes General Requirements Deviation(s): Any representation of deviation(s) may cause this Bid to be rejected by Hillsborough County. The following represents every deviation (itemized by number) to the foregoing Invitation to Bid upon which this Bid is based. ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: None In the event an Agreement is executed upon the award of this Invitation to Bid to the Bidder, the County will provide Successful HILLSBOROUGH COUNTY BOARD OF COUNTY COMMISSIONERS Page 4 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Request for Solutions 18122,3:232301 General Requirements Bidder with a copy of the executed Agreement, if applicable. The County prefers to provide the document via electronic mail (e-mail). However, if Bidder wishes to receive an original hard copy of the executed Agreement, it can be mailed. Indicate the delivery method desired. ........................................................................................................................................................................ Acceptable Values Send electronic version Send hard copy via U.S. Mail ........................................................................................................................................................................ Your response value: Send electronic version Bidder is currently set up with a merchant account to accept payment by VISA credit card and will accept payment from the County by VISA account through the ePayables electronic payment solution. Note: If Bidder is already enrolled in the County's ePayables solution for an existing contract/award, the Bidder will automatically receive payment using their enrolled solution in the event the Bidder is the Successful Bidder. ........................................................................................................................................................................ Acceptable Values Yes No ........................................................................................................................................................................ Your response value: No Bidder will accept payment from the County by direct deposit through the ACH electronic payment solution. Note: If Bidder is already enrolled in the County's ACHsolution for an existing contract/award, the Bidder will automatically receive payment using their enrolled solution in the event the Bidder is the Successful Bidder. ........................................................................................................................................................................ Acceptable Values Yes No ........................................................................................................................................................................ Your response value: Yes Pursuant to the SPECIAL TERMS AND CONDITIONS that allows the Contract to be available to all government agencies, departments, and municipalities, does the Bidder agree to make the contract and bid prices submitted available to all government agencies, departments, and municipalities? The Bidder's choice to make the contract available (or not) will NOT be considered in the award of the Bid. ........................................................................................................................................................................ Acceptable Values Yes No ........................................................................................................................................................................ Your response value: Yes Schedule of Bidder's Qualifications/References 1 1. Project Name: ........................................................................................................................................................................ Your response value: Water Meter Replacement Project 1. Contracted With: ........................................................................................................................................................................ Your response value: Seminole County Government 1. Contact Person: ....................................................................................................................................................................... Your response value: Robert Green HILLSBOROUGH COUNTY BOARD OF COUNTY COMMISSIONERS Page 5 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Request for Solutions 18122,3:232301 Schedule of Bidder's Qualifications/References 1 1. Address: ........................................................................................................................................................................ Your response value: Public Works Administration 200 West County Home Road Sanford, FL 32773 1. Telephone Number: ........................................................................................................................................................................ Your response value: (407)655-2737 1. Fax Number: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: (407) 665-5600 1. E-mail Address: ........................................................................................................................................................................ Your response value: rgreen08@seminolecountyfl.gov 1. Project Description: ........................................................................................................................................................................ Your response value: Supply and install 11,000 residential Badger Meters and Orion ERTs, installation of backflow preventers (Dual Check Valves). Exit testing and recycling of all removed meters 1. Project Amount: ........................................................................................................................................................................ Value Type Numeric Value only ........................................................................................................................................................................ Your response value: 1,200,000 1. Project Period From: ........................................................................................................................................................................ Value Type Date Value only ........................................................................................................................................................................ Your response value: 02-JAN-2017 1. Project Period To: ........................................................................................................................................................................ Value Type Date Value only ........................................................................................................................................................................ Your response value: 15-NOV-2018 1. Indicate your firm's status on this project. ........................................................................................................................................................................ Acceptable Values Prime Contractor Subcontractor ........................................................................................................................................................................ Your response value: Prime Contractor Schedule of Bidder's Qualifications/References 2 2. Project Name: HILLSBOROUGH COUNTY BOARD OF COUNTY COMMISSIONERS Page 6 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Request for Solutions 18122,3:232301 Schedule of Bidder's Qualifications/References 2 Type Optional ........................................................................................................................................................................ Your response value: Water Meter Replacement Project 2. Contracted With: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: City of St. Augustine 2. Contact Person: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: Sharon Whitener 2. Address: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: City of St. Augustine P.O. Box 210 St. Augustine, FL 32085-0210 2. Telephone Number: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: (904)825-1010 2. Fax Number: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: (904)825-1008 2. E-mail Address: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: swhitner@citystaug.com 2. Project Description: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: Supply and Install 11,000 Neptune water meters and R900 ERTs. Exit test and recycle all removed water meters. 2. Project Amount: ........................................................................................................................................................................ Type Optional Value Type Numeric Value only HILLSBOROUGH COUNTY BOARD OF COUNTY COMMISSIONERS Page 7 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Request for Solutions 18122,3:232301 Schedule of Bidder's Qualifications/References 2 Your response value: 4,025,000 2. Project Period From: ........................................................................................................................................................................ Type Optional Value Type Date Value only ........................................................................................................................................................................ Your response value: 04-JAN-2016 2. Project Period To: ........................................................................................................................................................................ Type Optional Value Type Date Value only ........................................................................................................................................................................ Your response value: 16-APR-2021 2. Indicate your firm's status on this project. ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Acceptable Values Prime Contractor Subcontractor ........................................................................................................................................................................ Your response value: Prime Contractor Schedule of Bidder's Qualifications/References 3 3. Project Name: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: Water Meter and Endpoint Replacement Project 3. Contracted With: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: Suez NA 3. Contact Person: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: Scott Tuscano 3. Address: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: 69 Devoe Place Hackensack, NJ 07601 3. Telephone Number: HILLSBOROUGH COUNTY BOARD OF COUNTY COMMISSIONERS Page 8 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Request for Solutions 18122,3:232301 Schedule of Bidder's Qualifications/References 3 ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: 201-525-3685 3. Fax Number: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: 3. E-mail Address: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: scott.tuscano@suez.com 3. Project Description: ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Your response value: Installation of 90,000 plus Sensus F1exNet ERTs and Neptune water meters throughout Bergen County, NJ. 3. Project Amount: ........................................................................................................................................................................ Type Optional Value Type Numeric Value only ........................................................................................................................................................................ Your response value: 8,000,000 3. Project Period From: ........................................................................................................................................................................ Type Optional Value Type Date Value only ........................................................................................................................................................................ Your response value: 04-JAN-2016 3. Project Period To: ........................................................................................................................................................................ Type Optional Value Type Date Value only ........................................................................................................................................................................ Your response value: 17-DEC-2021 3. Indicate your firm's status on this project. ........................................................................................................................................................................ Type Optional ........................................................................................................................................................................ Acceptable Values Prime Contractor Subcontractor ........................................................................................................................................................................ Your response value: Prime Contractor HILLSBOROUGH COUNTY BOARD OF COUNTY COMMISSIONERS Page 9 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Request for Solutions 18122,3:232301 Submission Checklist The following items are uploaded and made part of this submission: Substitute W-9 Trade License(s), if required Equal Employment Opportunity Workforce Analysis Affirmative Action Policy Statement Attach and submit your proposed solution. Attach and submit the Lump Sum detailed cost breakdown ofyour proposed solution. ........................................................................................................................................................................ Acceptable Values Yes ........................................................................................................................................................................ Your response value: Yes 1.4 Attachments 1.4.1 Buyer Attachments Name Data Type Description Ruskin Service Area Map File Amendment 2 Meter Addresses File Amendment 2 Questions and Responses File Amendment 2 Payment Bond.doc File Performance Bond.doc File 135_Insurance_Certificate.doc File Agreement.doc File Drug Free Workplace Form.doc File AA -EEO Documents Fillable (Template).pdf File Complete upon County's request. Exhibit A, Technical Specifications File Questions and Responses File Amendment 1 Substitute W-9.pdf File Hillsborough AMI System Files File Amendment 3 1.4.2 Supplier Attachments Name Data Type Description Executed W-9 File Executed W-9 form Response from National Metering Services File Response to Request for Proposal HILLSBOROUGH COUNTY BOARD OF COUNTY COMMISSIONERS Page 10 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Request for Solutions 18122,3:232301 2 Price Schedule 2.1 Line Information Display Rank As No indicator displayed Ranking Price Only Cost Factors None Response Total (USD) Cannot be displayed because quantity is not available on all lines Line Item, Rev / Target Unit Response Price Amount Bid Minimum Job Quantity Release Amount 1 Total cost of proposed Lump Sum 2,194,108 solution. (Attach and submit the lump sum breakdown with your bid) 2.2 Line Details 2.2.1 Line 1 Total cost of proposed solution. (Attach and submit the lump sum breakdown with your bid) Category 890.44 Shopping Category Not Specified Minimum Release Not Specified Amount (USD) Estimated Total Not Specified Amount (USD) Note Please attach and submit the lump sum cost breakdown with your proposed solution. Supplier Attachments Name Data Type Description Price Sheet File HILLSBOROUGH COUNTY BOARD OF COUNTY COMMISSIONERS DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 Contract Terms and Conditions Table of Contents Termsand Conditions....................................................................................................................................................16 1. Specifications...................................................................................................................................................16 1.1. Background *.........................................................................................................................................16 1.2. Problem Statement *..............................................................................................................................16 1.3. Minimum Qualifications *....................................................................................................................17 1.4. Meter Requirements..............................................................................................................................17 1.5. Notes *...................................................................................................................................................17 2. Special Terms and Conditions.........................................................................................................................17 2.1. Bonds.....................................................................................................................................................17 2.1.1. Evidence of Power -of -Attorney on Surety Instruments..............................................................17 2.1.2. Performance And Payment Bonds..............................................................................................17 2.2. Evaluation/Selection Process *..............................................................................................................18 2.3. Submission Requirements.....................................................................................................................20 2.4. Oral Presentation *................................................................................................................................23 2.5. Insurance, Contractor *.........................................................................................................................23 2.6. Information Technology........................................................................................................................25 2.6.1. Software Licensing Provisions...................................................................................................25 2.7. Optional Provision for Other Agencies.................................................................................................29 2.8. Price Escalation/De-Escalation (CPI)...................................................................................................29 2.9. Pre -Proposal Conference *....................................................................................................................29 2.10. Purchase Order/Contract.....................................................................................................................30 2.11. Term Contract.....................................................................................................................................30 2.11.1. Contract Period for Term Contract *........................................................................................30 2.11.2. Estimated Quantities.................................................................................................................30 2.11.3. Hillsborough County Governmental Purchasing Council: Reference Laws of Florida 69-1112 and69-1119..........................................................................................................................................30 2.11.4.Ordering....................................................................................................................................31 2.11.5. Termination for Convenience...................................................................................................31 2.11.6. Unilateral Extension Periods.....................................................................................................31 3. Definitions.......................................................................................................................................................31 3.1. Definitions.............................................................................................................................................31 3.2. Agreement.............................................................................................................................................32 3.3. Amendment(s), Addendum, or Addenda..............................................................................................32 3.4. Bid(s), or Bidder's Bid..........................................................................................................................32 3.5. Bidder....................................................................................................................................................32 3.6. Blanket Purchase Agreement (BPA).....................................................................................................32 3.7. Board of County Commissioners..........................................................................................................32 3.8. Bond......................................................................................................................................................32 3.9. Business Day(s).....................................................................................................................................33 3.10. Change Order......................................................................................................................................33 3.11. Close Date...........................................................................................................................................33 3.12. Contract or Contract Documents.........................................................................................................33 3.13. Contract Price......................................................................................................................................33 Hillsborough County Board of County Commissioners Page 12 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 3.14. Contract Purchase Agreement (CPA).................................................................................................33 3.15. Contract Time or Contract Period.......................................................................................................33 3.16. Contractor............................................................................................................................................33 3.17. County.................................................................................................................................................34 3.18. County Administrator..........................................................................................................................34 3.19. Day(s)..................................................................................................................................................34 3.20. Designee..............................................................................................................................................34 3.21. Earnest Money Deposit (EMD)..........................................................................................................34 3.22. Minimum Specifications.....................................................................................................................34 3.23. Modification Agreement.....................................................................................................................34 3.24. Notice..................................................................................................................................................34 3.25. Notice of Award..................................................................................................................................34 3.26. Notice to Proceed................................................................................................................................35 3.27.Offer(s)................................................................................................................................................35 3.28.Offeror.................................................................................................................................................35 3.29. Project.................................................................................................................................................35 3.30. Project Manager..................................................................................................................................35 3.31. Proposal(s)...........................................................................................................................................35 3.32. Proposer...............................................................................................................................................35 3.33. Purchase Order....................................................................................................................................35 3.34. Quote(s)...............................................................................................................................................36 3.35. Request for Proposal...........................................................................................................................36 3.36. Service(s).............................................................................................................................................36 3.37. Site(s)..................................................................................................................................................36 3.38. Solicitation Document.........................................................................................................................36 3.39. Specifications......................................................................................................................................36 3.40. Subcontractor......................................................................................................................................36 3.41. Successful Bidder/Proposer................................................................................................................36 3.42. Surety..................................................................................................................................................37 3.43. Unilateral Change Order.....................................................................................................................37 3.44. Work....................................................................................................................................................37 Instructions......................................................................................................................................................37 4.1. Manual Bid Submissions.......................................................................................................................37 4.2. Affirmative Action Business Enterprise Program.................................................................................39 4.3. Award of Contract/Rejection of Proposals...........................................................................................39 4.4. Bid/Proposal/Quote Pricing..................................................................................................................39 4.5. Bid/Proposal/Quote Results..................................................................................................................39 4.6. Bidder/Proposer Request for Interpretation of Solicitation Document.................................................39 4.7. Bidder/Proposer Responsible for Examining/Investigating Work Site(s).............................................40 4.8. Procurement Policy and Procedures and Hillsborough County Ordinance - Protest Process and Procedures....................................................................................................................................................40 4.9. Bidder's/Proposer's Understanding of the Solicitation Document.........................................................40 4.10. Brand Names, Etc................................................................................................................................40 4.11. Cancellation of Solicitation Document................................................................................................41 4.12. Compliance With Occupational Safety And Health Act (O.S.H.A.)..................................................41 4.13. Condition of Goods, Shipping Costs, and Claims Against Carrier.....................................................41 4.14. Cone of Silence....................................................................................................................................41 4.15. Deviations............................................................................................................................................42 4.16. Disadvantaged Minority/Disadvantaged Women Business Enterprise (DM/DWBE) Participation . 42 Hillsborough County Board of County Commissioners Page 13 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 4.17. Drug Free Workplace Program............................................................................................................42 4.18. Electronic Payment Solutions..............................................................................................................43 4.19. Equipment Demonstration...................................................................................................................43 4.20. Execution of Written Agreement.........................................................................................................43 4.21. Explanation Of Competitive Sealed Proposal Method Of Procurement.............................................43 4.22. Facilities Inspection.............................................................................................................................44 4.23. Hillsborough County Business Tax.....................................................................................................44 4.24. Inspection of Samples..........................................................................................................................44 4.25. IRS Substitute W-9, Request for Taxpayer Identification Number and Certification .........................44 4.26. Licensing.............................................................................................................................................44 4.27. Modification and/or Withdrawal of Offer Prior to Close Date...........................................................45 4.28. No Assignment of Offers.....................................................................................................................45 4.29. Obtaining Clarification and/or Additional Information.......................................................................45 4.30. Public Entity Crimes Statement...........................................................................................................45 4.31. Requested Information and Descriptive Literature.............................................................................45 4.32. Submittal Deadline..............................................................................................................................46 4.33. Taxes....................................................................................................................................................46 4.34. Time Period Offer is Valid..................................................................................................................46 4.35. Unbalanced Offers and/or Excessive Line Item Prices.......................................................................46 5. General Terms and Conditions........................................................................................................................46 5.1. Applicable Law......................................................................................................................................46 5.2. Changes in the Work/Unilateral Change Orders/Modifications............................................................46 5.3. Changes Of Contract Price....................................................................................................................47 5.4. Changes Of Contract Time....................................................................................................................47 5.5. Contractor Must Have Legally Authorized Workforce.........................................................................47 5.6. Contractor Use of Hillsborough County For Marketing Prohibited......................................................49 5.7. Contractor's Responsibilities.................................................................................................................49 5.8. County as Intended Beneficiary of Subcontracts..................................................................................49 5.9. Emergencies...........................................................................................................................................49 5.10. Failure to Perform................................................................................................................................49 5.11. Fiscal Non-Funding/Availability of Funding......................................................................................50 5.12. Hand Sanitizer Ordinance...................................................................................................................50 5.13. Equal Employment Opportunity; Non -Discrimination Clause...........................................................50 5.14.Indemnification...................................................................................................................................53 5.15. Injury and/or Damage Claims.............................................................................................................53 5.16. Interpretation and Intent of Contract Documents................................................................................54 5.17. Laws and Regulations.........................................................................................................................54 5.18. Legally Required Statement and Provisions Regarding Access to Records for Services Contracts ...54 5.19. Maintenance of Records/Public Records Law....................................................................................55 5.20. No Assignment of Contract.................................................................................................................55 5.21. Non -Exclusive Contract......................................................................................................................55 5.22. Notices to Contractor..........................................................................................................................56 5.23. Notices to the County..........................................................................................................................56 5.24. Payment and Completion....................................................................................................................56 5.25. Payment to Contractor by Electronic Payment Solution.....................................................................56 5.26. Payment to Subcontractors..................................................................................................................57 5.27. Performance Standards and Product Quality......................................................................................57 5.28. Project Manager's Status.....................................................................................................................57 5.29. Severability..........................................................................................................................................57 Hillsborough County Board of County Commissioners Page 14 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 5.30. Solid Waste Collection and Disposal..................................................................................................58 5.31. Starting The Work...............................................................................................................................58 5.32. Statement of Assurance.......................................................................................................................58 5.33. Suspension of Work............................................................................................................................58 5.34. Termination for Contractor Engaging in Business Operations in Cuba or Syria and Termination for Contractor Being on the Scrutinized Companies Lists Set Forth in Florida Statutes, Section 287.135 ......58 Hillsborough County Board of County Commissioners Page 15 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 Terms and Conditions 1. Specifications 1.1. Background * Hillsborough County has a population of approximately 1,408,566 (2018) with an increasing annual growth rate of 6.46%. Due to the large population, the County is responsible for approximately 3,181 commercial meters and 192,929 residential meters. Of these meters, approximately 190,000 are read manually and approximately 1,200 are read using a vehicle equipped metering technology that allows drivers to capture the required information by driving through the community. 1.2. Problem Statement * 1.2.1. The Hillsborough County (County) Public Utilities Department (PUD) seeks a turnkey hosted solution to upgrade a portion of the County's existing meter infrastructure to an Advanced Metering Infrastructure (AMI) system. 1.2.2. The solution shall provide advance data collection, consumption analysis, improve meter reading operations, and provide customers with accurate billing statements. 1.2.3. The solution shall take into consideration the County's rapid growth to effectively continue providing the required service without additional manpower and infrastructure that is typically associated with manual readings or drive -by systems. 1.2.4. With the complexities involved, its logistics and County demographics, the solution shall contain and consider the following: 1.2.4.1. The solution shall have the capability to interface with the County's existing utility billing system Oracle Customer Care and Billing (CC&B) as well as Oracle's Customer to Meter (C2M) system by the year 2021. 1.2.4.2. The County intends to move to the C2M or Customer Cloud Service (CCS) system, therefore, the solution shall have the capability to support the required adaptors for their system to integrate with Oracle's C2M data management system. 1.2.4.3. Solution shall provide a compatible Meter Data Management (MDM) System that will integrate with the County's Oracle Utilities' Customer Care and Billing (CC&B) system. 1.2.4.4. During or after the year 2021, PUD may move to Oracle's Customer Cloud Service (CCS) and upgrade from Oracle Utilities CC&B v2.4.0.3 to the latest version of Oracle Utilities C2M (Customer Information system (CIS) and MDM system). The AMI provider/host shall integrate their Meter Data with Oracle Utilities MDM system and thereafter may not need to provide a MDM solution. 1.2.5. Proposer shall adhere to the public record provisions set forth within this Specification Document. All data captured and stored during the resulting contract term shall remain the County's property. Upon contract expiration Hillsborough County Board of County Commissioners Page 16 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 or termination, the Contractor shall return to the County all data captured and stored on a compact disk, at no charge, within 30 days. 1.2.6. The County has identified approximately 8,000 5/8" meters and potentially 100 1" meters to be replaced first. 1.3. Minimum Qualifications * 1.3.1. At the time of the opening of this Request for Solutions, Proposer shall have a current active plumber's license. The Contractor shall hold such license and be current and active throughout the term of this resulting contract. The plumber's license shall be submitted with the proposal or upon County request. 1.3.2. The Contractor shall ensure all subcontractors are properly licensed and all costs associated herein shall be borne by the Contractor. 1.4. Meter Requirements Exhibit A, Technical Specifications, provides guidelines on the lower meter casing, measuring chamber specifications, and other physical appurtenances. Note: Sections identified as "Intentionally left blank" are not in congruence with AMI products as sought by this Request for Solutions. 1.5. Notes * 1.5.1. Submissions are at no cost to the County. 1.5.2. The County may select a proposed solution from interested parties to develop a sustainable diversified approach. 1.5.3. The County is looking for a solution to be implemented within twelve (12) months. 2. Special Terms and Conditions 2.1. Bonds 2.1.1. Evidence of Power -of -Attorney on Surety Instruments Attorneys -in -fact who sign Bonds or other surety instruments must attach with each Bond or surety instrument a certified and effectively dated copy of their power -of -attorney. 2.1.2. Performance And Payment Bonds i) The successful Proposer shall execute a Performance Bond as shown within the attachment, or furnish acceptable alternative forms of security, in a sum equal to fifty percent (50%) of the total awarded Contract amount by a Surety Hillsborough County Board of County Commissioners Page 17 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 company considered satisfactory by the County and otherwise authorized to transact business in the State of Florida. The Performance Bond shall be required from the successful Proposer to ensure the faithful performance of the obligations imposed by the Contract. ii) The successful Proposer shall execute a Payment Bond as shown within the attachments, or furnish acceptable alternative forms of security, in a sum equal to fifty percent (50%) of the total awarded Contract by a Surety company considered satisfactory by the County and otherwise authorized to transact business in the State of Florida. The Payment Bond shall be provided by the successful Proposer for purposes of protecting the County from lawsuits for non-payment of debt that might arise in connection with the successful Proposer's performance under the Contract. iii) The Performance Bond and Payment Bond forms will be included in the Contract Documents and must be properly executed by the Surety and the successful Proposer. Attorneys -in -fact who sign Bonds or other surety instruments must attach with each Bond or surety instrument a certified and effectively dated copy of their power of attorney. Certified copies of the recorded Bonds shall be submitted to the County within ten (10) Days after notification by the County of award of the Contract. iv) In lieu of the Performance and Payment Bonds required by this section, the successful Proposer may file with the County an alternative form of security which shall be in the form of Cash, money order, certified check, cashier's check, irrevocable letter of credit, or alternative securities of the type listed in Part II of Chapter 625, Florida Statutes. Such alternative forms of security shall be for the same purpose and shall be subject to the same conditions as those applicable to the Performance and Payment Bonds. The determination of the value of such alternative forms of security shall be made by the County. 2.2. Evaluation/Selection Process * The County will review and evaluate all Proposals submitted in response to this Solicitation Document. The evaluation process is designed to award the Contract to the Proposer with the best combination of attributes as demonstrated in the Proposal scores. Scores are based on the evaluation of the information contained in Proposer's Proposal which includes, but is not limited to, Proposer's responses to the questions set forth in the Requirements section of this Solicitation Document and any corresponding attachments including a brief description of methodology, qualifications, experience, and the cost of the Services/Work. a) Evaluation Procedures: The evaluators will consider how well the Proposer's Proposal meets the needs of the County as described in the Proposer's response to each question in this Solicitation Document. It is important that the responses be clear and complete so that the evaluators can adequately understand all aspects of the response. Please follow all instructions carefully. The Proposal should be submitted according to the instructions/outline specified in this Solicitation Document. A Proposal that fails to follow these instructions may be considered non -responsive and may be eliminated from further consideration. i) Based on information acquired through the Proposer's responses and the responses of references (if applicable), the County will award a preliminary score to each Proposal. ii) Based on the preliminary scores, the County may request that the top scoring Proposers conduct an oral presentation and/or submit a Best and Final Offer that may include revisions to Technical Approach, Integration, and/or Cost. Be advised that the evaluators may revise the preliminary scores based on the oral presentations (if applicable), reference inquiries, other information obtained through the County's investigations of past Hillsborough County Board of County Commissioners Page 18 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 performance and/or submissions of Best and Final Offers (if applicable). b) Scoring/Weighting of Questions: The scoring/weighting of Proposals will be accomplished utilizing the evaluation criteria identified in the following table: Award Criteria Point Value Quote/Cost Total. 30 a. This will be calculated separately after the panel evaluation. b. Provide a detailed cost breakdown with your proposal. Proposer's understanding of the scope and objectives, technical approach and work plan presented. a. Approach to methodology and understanding of the proposed scope of 25 work b. Ability to integrate with current and future systems. C. Long-term support for account management, technical and hosted services. Quality of the Proposed System and its ability to achieve the County's objectives. 25 a. Provide a detailed overview of how your company's proposed solution will help the County meet their objective. b. The proposal should include diagrams, schematics, data sheets, propagation studies, warranty coverage, and any other relevant information necessary to convey the merits of the proposed solution. Proposer's Organization Qualifications and Experience. 20 a. Provide an overview of your company's experience with similar projects and explain why your company's proposal will be best suited for the County. b. Provide three (3) past client references with similar services provided to the clients within the last 5 years. The client Hillsborough County Board of County Commissioners Page 19 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 references submitted by each Respondent must be directly related to the services as outlined in the Scope of Services. C. Clarity and completeness of the information provided by respondent in the written proposal to validate client references to the extent possible. Total: 100 DM/DWBE Bonus Points: 5 Total Possible 105 Points: i) Quote/Cost Total: Points awarded for the "Quote / Cost Total" portion of this Solicitation Document will be based upon the following formula: Lowest Cost Proposal x Maximum Points = Score Divided by Other Proposer's Cost ii) The County reserves the right not to award the Contract to the Proposer with the lowest Quote/Cost. iii) If this Solicitation Document contains more than one line item, the County reserves the right to award by line item, by group/section, or by overall total net Proposal price, whichever is determined to be in the County's best interest. 2.3. Submission Requirements 2.3.1. Proposals should provide a straightforward, concise description of the capabilities to satisfy the requirements of this request. Emphasis should be placed on clarity of content and thoroughness. 2.3.2. All proposal responses shall be the following order and format: 2.3.2.1. Cover Letter - Include official name of the proposing firm (and/or third party vendors), the address, phone number and email of the firm, as well as the name(s) of the principal contact person. 2.3.2.2. Table of Contents 2.3.2.3. Quote/Cost Total Hillsborough County Board of County Commissioners Page 20 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 2.3.2.3.1. Provide a detailed cost breakdown by meter and/or any other related equipment with your proposal. 2.3.2.3.2. Provide all associated yearly fees for the software. 2.3.2.3.3. Provide all associated yearly fees for associated equipment. 2.3.2.4. Proposer's understanding of the scope and objectives, technical approach and work plan presented. 2.3.2.4.1. Proposers shall document all the necessary steps to be able to supply this service, with a clear delineation between items that will be the responsibility of the interested Party, and those of the County. 2.3.2.4.2. Describe understanding of the proposed requirements. 2.3.2.4.3. Describe approach to methodology of the proposed requirements. 2.3.2.4.4. Describe ability to integrate with current and future systems. 2.3.2.4.5. List all elements necessary to implement and operate a completely functional system. 2.3.2.4.6. Indicate all meters that are compatible with their AMI system. 2.3.2.4.7. Provide detailed hardware, software and networking requirements for their proposed hosted solution. 2.3.2.4.8. Provide a plan to properly train specified utility internal personnel how to install, maintain and operate the AMI Solution. 2.3.2.4.9. Provide any relevant cut sheets, data sheets, product specifications, and warranty information on the proposed solution. 2.3.2.4.10. List and describe any third party software included/necessary for the complete operation and any specific terms of use governing the included third -party software. 2.3.2.4.11. Explain in detail their MDM system and provide examples of all reporting, standard or custom. 2.3.2.4.12. Indicate the frequency of software and system updates, and whether there are any additional fees associated with all relevant updates. 2.3.2.4.13. Provide a detail description of the system's proactive alert capabilities to include how the alerts are sent (email, test, etc.) and for which kinds of incidents alerts can be programmed (broken pipe, etc.). 2.3.2.4.14. Provide any relevant cut sheets, data sheets, product specifications, and warranty information on the proposed solution. 2.3.2.4.15. Include a compatible portal to assist customers with conserving water and obtaining a better understanding of their usage habits. 2.3.2.4.16. Provide a detail description of all available customer alert capabilities for the system and indicate how customers will be notified (email, text, etc.). 2.3.2.4.17. Indicate whether there is a mobile application for the system, and if so, which platforms are supported (Android, Apple, etc.). 2.3.2.4.18. For 3rd party Customer Portal vendors, the solution shall list all AMI systems that have been previously integrated with and provide reference information for each vendor. 2.3.2.5. Quality of the Proposed System and its ability to achieve the County's objectives 2.3.2.5.1 Provide a detailed overview of how your company's proposed solution will help the County meet their Hillsborough County Board of County Commissioners Page 21 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 objective of upgrading the existing meter infrastructure to an AMI system. 2.3.2.5.2. Provide diagrams, schematics, data sheets, propagation studies, warranty coverage, and any other relevant information necessary to convey the merits of the proposed solution. 2.3.2.6. Proposer's Organization Qualifications and Experience 2.3.2.6.1. Provide an overview of your company's experience with similar projects and explain why your company's proposal will be best suited for the County. 2.3.2.6.2. Provide three (3) past client references with similar services provided to the clients within the last 5 years. The client references submitted by each Proposer shall be directly related to the services as outlined in the proposed requirements. 2.3.2.6.3. Clarity and completeness of the information provided by respondent to validate client references. 2.3.2.7. Solution Format and Content 2.3.2.7.1. Submissions shall contain complete, detailed responses to requests for information contained in this Solicitation Document. 2.3.2.7.2. The proposed solution shall be submitted: 2.3.2.7.2.1. Word processed (8.5 'h-inch by 11-inch) 2.3.2.7.2.2. Font no smaller than 10 2.3.2.7.2.3. Pages numbered 2.3.2.7.2.4. Number of pages not to exceed one hundred and fifty (150). 2.3.2.7.3. Submissions with pages above one hundred and fifty (150) will be removed and not evaluated. 2.3.2.7.4. Submissions shall reference the question number of the Submission Requirements that is being respond to. 2.3.2.7.5. Referencing materials presented elsewhere shall be clearly identified. 2.3.2.8. Negotiations 2.3.2.8.1. Following the review and consensus scoring of all proposals submitted, the County intends to extend an invitation to enter into negotiations with the apparent successful proposer (highest ranked) who submits the single best proposal that is in the County's best interest. Invited Proposer should be prepared to discuss the terms and conditions of the Request for Solution and their Proposal in order to agree to mutually acceptable provisions. 2.3.2.8.2. These negotiations shall be limited to a reasonable time period. If in the County's sole determination the Hillsborough County Board of County Commissioners Page 22 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 negotiations exceed a reasonable time period, the County shall terminate the negotiations with the apparent successful proposer and enter into negotiations with the next highest scoring proposer. During the negotiation phase, additional contract terms consistent with this Request for Solution will be negotiated and attached to the Agreement as Attachment 1. In the event any conflict between the terms of the Request for Solution and any terms or conditions in the Agreement or Attachment 1, the terms and conditions in the Agreement shall take precedence over the conflicting term in the Request for Solution. 2.3.2.8.3. The County reserves the right to reject any and all replies or to waive minor irregularities when to do so would be in the best interest of the County. Minor irregularities are defined as variations from the Request for Solution Evaluation Criteria that do not affect the price of the services, delivery of quality of services or give the vendor an advantage or benefit not enjoyed by other vendors, and do not adversely impact the interest of the County. 2.4. Oral Presentation * 2.4.1. The County retains the sole right to invite a limited number of respondents to present an oral presentation of their solution. 2.4.2. The date and time for presentations will be announced in advance by the County to each invited presenter. 2.4.3. Each presenter shall be notified in advance of its presentation time slot, date and presentation location. 2.4.4. All presentations shall be performed at no cost to the County, and the presenter is responsible for its own transportation costs to and from the presentation location. 2.4.5. The presenter shall be responsible for providing its set-up, computer, projector or any other apparatus to accurately present its solution to the County. 2.4.6. If the presenter provides experts in the field, it is at their cost and not the County. 2.5. Insurance, Contractor * a) During the life of the Agreement, the Contractor shall provide, pay for and maintain insurance of the types and in the amounts described herein. All such insurance shall be provided by responsible companies with A.M. Best ratings of A-, Class 7 or better, authorized to transact business in the State of Florida, and which are satisfactory to the County. b) All policies of insurance required by the Agreement shall require that the Contractor give the County thirty (30) Days written notice of any cancellation, intent not to renew, or reduction in coverage and ten (10) Days written notice of any non-payment of premium. Such notice shall be delivered by U.S. Mail to: Director, Risk Management Division, Hillsborough County, 601 E. Kennedy Blvd, Tampa, Florida 33602. In the event of any reduction in the aggregate limit of any policy, the Contractor shall immediately restore such limit to the amount required herein. c) All insurance coverages provided by the Contractor shall be primary to any insurance or self-insurance program of the County which is applicable to the Work provided for in the Agreement. Hillsborough County Board of County Commissioners Page 23 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 d) Receipt by the County of any Certificate of Insurance or copy of any policy evidencing the insurance coverages and limits required by the Contract Documents does not constitute approval or agreement by the County that the insurance requirements have been satisfied or that the insurance policies shown on the Certificates of Insurance are in compliance with the requirements of the Contract Documents. e) No work for the County shall commence or occupancy of any of its property take place until the required Certificates of Insurance and copies of the policies, if requested, are received by the County and written Notice to Proceed is issued to the Contractor by the County. f) The insurance coverages and limits required of the Contractor under the Contract Documents are designed to meet the minimum requirements of the County. They are not designed as a recommended insurance program for the Contractor. Contractor shall be responsible for the sufficiency of its own insurance program. Should the Contractor have any questions concerning its exposure to loss under the Contract Documents or the insurance coverages needed therefore, it should seek professional assistance. g) If the insurance coverage initially provided by the Contractor is to expire prior to completion of the Work, renewal Certificates of Insurance shall be furnished to the County the ten (10) Days prior to expiration of current coverages. h) Should the Contractor fail to maintain the insurance coverages required by the Contract Documents, the County may, at its option, either terminate this Agreement for default or procure and pay for such coverage, charge the Contractor for and deduct the costs of the same from payments due the Contractor. A decision by the County to procure and pay for such insurance coverage shall not operate as a waiver of any of its rights under the Contract Documents. i) All Commercial General Liability and Builder's Risk liability insurance policies obtained by the Contractor to meet the requirements of the Contract Documents shall provide that the County, its employees and agents, and the Contractor shall be "additional insureds" under the Policy and shall also incorporate a Severability of Interest provision. All insurance coverages provided under this Section shall apply to all the Contractor's activities under the Contract Documents without regard for the location of such activity. Liability policies shall only be written on the "Occurrence" form. j) Coverage amounts and type of insurance shall conform to the following minimum requirements with the use of current Insurance Service Office form and endorsements or their equivalent. k) Worker's Compensation and Employer's Liability Insurance. Coverage shall be maintained by the Contractor for all employees engaged in the Work, in accordance with the laws of the State of Florida. 1) The amount of such insurance shall not be less than: i) Workers' Compensation - Florida Statutory Requirements ii) Employer's Liability - $100,000.00 Limit Each Accident $100,000.00 Limit Disease Each Employee $500,000.00 Limit Disease Aggregate iii) Commercial General Liability Insurance. Coverage shall include, but not be limited to: Bodily Injury and Property Damage, Damage, Damage to Rented Premises, Medical expenses, Personal and Advertising Injury, and Products and Completed Operations: $1,000,00O.00Bodily Injury and Property Damages - Each Occurrence $50,000.00 Damages to Rented Premises - Each Occurrence $5,000.00 Medical Expenses - Any One Person $1,000,000.00 Personal and Advertising Injury - Each Occurrence Hillsborough County Board of County Commissioners Page 24 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 $1,000,000.00 Products/Completed Operations - Each Occurrence $2,000,000.00 General Aggregate $ 2,000,000.00 Products/Completed Operations Aggregate iv) Business Automobile Liability Insurance. Coverage shall be maintained by the Contractor as to the ownership, maintenance, and use all of its owned, non -owned, leased or hired vehicles ("any auto") with limits of not less than: I) Bodily Injury & Property Damage Liability: $1,000,000.00 Combined Single Limit Each Accident. v) All Risk Coverage: For Purposes of this Contract, Builder's Risk coverage is not required; and Installation Floater Coverage is not required. If either or both are required, the Contractor shall provide coverage which includes the following minimum requirements: I) All Risk coverage shall be issued by insurance company(s) approved by the State of Florida Department of Insurance and acceptable to the County. Coverages and endorsements must be on forms acceptable to the County. The premium for this insurance shall be paid for by the Contractor, with any deductibles being the sole responsibility of the Contractor. II) Builder's Risk limits of coverage shall be 100% of the completed value of any building(s) or structure (s), or 100% of the value of the equipment to be installed, as appropriate; Installation structure(s), or 100% of the value of the equipment to be installed, as appropriate; Installation Floater coverage shall provide for loss of the installed equipment, no labor or fees, prior to final completion of the project. III) Waiver of Occupancy Clause or Warranty: Policy must be specifically endorsed to eliminate any "occupancy clause" or similar warranty or representation that the building(s) or structure(s) will not be occupied. vi) Professional Liability/Errors and Omissions Insurance is not required. vii) Pollution/Environmental Liability Insurance is not required. viii) Certificates of Insurance. Certificates of Insurance evidencing the insurance coverage specified herein, when required, shall be filed with the Procurement Services Department within ten (10) Days after Notice of Award. The required Certificates of Insurance not only shall name the types of policies provided, but also shall refer specifically to the Agreement. Certificates shall have the signature of the producer or authorized Representative of the insurer(s). Certified copies of insurance policies shall be provided to the County upon request. m) Failure of the Contractor to submit the required Certificates of Insurance within the times required by this Section may result in a delay in issuing the Notice to Proceed. The parties specifically agree that such a delay is neither excusable nor compensable and will not entitle the Contractor to a change in the Contract Price or Time. 2.6. Information Technology 2.6.1. Software Licensing Provisions a) Unless otherwise proposed, the Standard Software Licensing Provisions below shall apply. Proposers may include their firms' licensing provisions as an alternative to the Standard Software Licensing Provisions. Proposers are cautioned not to incorporate any terms or conditions into their proposed software license provisions other than those that are customary and/or usual or which result in a modification to their proposal. Such inclusions may result in the Hillsborough County Board of County Commissioners Page 25 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 rejection of their Proposal in its entirety. b) Scoring of Software Licensing Provisions: Software licensing provisions will be evaluated and scored by the County as follows: i) Proposals that contain no alternative software licensing provisions: These proposals shall receive the maximum score allowed as identified within this Request for Solution (RFS). ii) Proposals that contain alternative software licensing provisions: The County will score how closely the proposers' software license provisions match the Standard Software Licensing Provisions with more points awarded for fewer deviations. c) Selection of Apparent Successful Proposer and Negotiation of Software License Provisions: The apparent successful proposer will be the vendor with the best combination of attributes as demonstrated in the solicitation scores. i) Negotiations: If necessary, the County will enter into negotiations of the software license provisions with the apparent successful proposer in order to agree to mutually acceptable provisions. These negotiations shall be limited to a reasonable time period. If in the County's sole determination the negotiations exceed a reasonable time period, the County shall terminate the negotiations with the apparent successful proposer and enter into negotiations with the next highest scoring proposer. ii) Successive apparent successful proposer(s): Upon failure to negotiate mutually acceptable software license provisions, and termination of negotiations with the apparent successful proposer, the next highest scoring proposer will become the new apparent successful proposer and the County will enter into negotiations of the software license provisions with this vendor as described in the previous paragraph. This process shall be repeated if necessary to obtain mutually acceptable software license provisions. d) Standard Software Licensing Provisions: i) Licensed System, Services: The Contractor/Licensor (Licensor) grants and County accepts upon the terms and conditions contained herein, nontransferable license to use of "Licensed System" as herein defined and described. This Licensed System shall be used solely for the County's own purposes. The Licensed System shall include in its meaning, any improvements, additions, or modifications of the version or versions of the Licensed System which Licensor has licensed the County to use, and materials, documentation and technical information provided to County in written form and identified in the RFS, for use in connection with the Licensed System. The Licensor further agrees to perform certain services relating to the Licensed System as set forth herein. ii) Payment for Software: The County shall pay the Contractor/Licensor the license fee in full within forty-five (45) days upon delivery of the software and receipt of a proper invoice as defined in the Hillsborough County Prompt Payment Procedures, which are on file at the Board of County Commissioners Accounting Department, County Center, 601 E. Kennedy Blvd., 12th Floor, Tampa, Florida 33602. iii) Copies: The County shall have the right to reproduce for internal use all of the Licensed System and Documentation described in RFS for its internal users, subject to the requirements on use, disclosure, and proprietary notice set forth herein. iv) Proprietary Information: To the extent authorized by Florida law, the parties agree to take reasonable steps to preserve the confidential and proprietary nature of information provided by the other party. The County shall include and shall not alter, remove or cancel, any copyright, trade secret or other proprietary notices on the Licensed System. v) Warranties: I) Licensed System: Services: Licensor warrants that, on the Acceptance Date, the Licensed Hillsborough County Board of County Commissioners Page 26 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 System furnished hereunder shall be free from significant programming errors and from defects in workmanship and materials, and shall operate and conform to the performance capabilities, specifications, functions and other descriptions and standards applicable thereto as set forth in the RFS; that, in general, the Licensor shall perform the services in a timely and professional manner utilizing qualified professional personnel; and that the Licensed System and service shall conform to the standards generally observed in the industry for similar Licensed Systems and services. If the Licensor allows the County to modify the source code, the County will adhere to the Licensor prescribed procedures for such modifications. The warranty shall not be invalidated if the County modifies the code in accordance with Licensor prescribed procedures. II) Ownership: Authority: Licensor warrants that it has full power and authority to grant the rights granted by these License Provisions to County with respect to Licensed System without the consent of any other person or entity. Licensor also warrants that neither the performance of the services by Licensor nor the license to and use by County of the Licensed System and documentation, including the copying of the Licensed System and documentation, will in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent, invention, proprietary information, nondisclosure or other rights of any third party. III) Compliance with Applicable Laws: Licensor warrants that Licensed System, its license to and use by County, and the performance by Licensor of the services, shall be in compliance with all applicable laws, rules and regulations. IV) Licensor's Fulfillment Of Warranty Obligations: If, at any time during the twelve (12) month period immediately following the Acceptance Date, Licensor or County, or both, discover any defects, errors or non -conformities in the Licensed System or any other respect in which the Licensed System fails to conform to the provisions of any warranty contained in these License Provisions, Licensor shall, at no cost to the County, promptly correct such defects, error(s) or non -conformities by, among other things, supplying the County with such corrective codes and making such additions, modifications, or adjustments to the package as may be necessary to keep the Licensed system in operating order in conformity with the warranties herein. V) Limited Warrant,: Licensor's warranties are limited to those set forth in this agreement and do not include any other express or implied warranties, including implied warranty of merchantability and fitness for a particular purpose. VI) Limitation of Liability: In no event shall Licensor be liable for any indirect, exemplary, incidental, or consequential damages arising out of or otherwise relating to the use or performance of the System or any components thereof, however caused, even if Licensor has been advised of the possibility or likelihood of such damages. vi) Improvements: Modifications: I) Improvements. Improvements, which shall mean any additions or modifications made by the Licensor to or in the Licensed System at any time after acceptance testing in the Licensed System, that improve the efficiency and effectiveness of the basic program function(s) described in the RFS and which do not change such function(s) or create one or more new ones, shall be furnished to the County at no charge, provided the County maintains current support with the Licensor. II) Program Changes. If, at any time after the Acceptance Date, Licensor shall develop any changes in the Licensed System which affect the basic program, function(s) of the Licensed System, or adds one or more new ones, these shall be furnished to the County at no charge, Hillsborough County Board of County Commissioners Page 27 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 provided the County maintains current support with the Licensor. vii) Indemnification: I) Licensor agrees to defend, indemnify and shall hold harmless County, its employees and agents from and against any claim, suit, demand, or action alleging that the System or any component thereof infringes a U.S. patent or copyright, or any Trade Secret, or any other intangible property rights of any third party. II) If a third party claim seriously endangers or disrupts County's quiet enjoyment and use of the Licensed System, Licensor shall: (1) replace the Licensed System, at no additional charge, with a compatible, functionally equivalent and non -infringing product, or (2) modify the Licensed System, without additional charge, to avoid the infringement, or (3) if approved by the County, obtain a license for the County to continue the use of the Licensed System for the term of these License Provisions and pay all additional fee(s) necessary to acquire such license up to $1,500,000.00. viii) Source Code: Upon the occurrence of a Source Code Delivery Event, Licensor shall deliver to County a full and complete set, for the most current version of each of the Computer Program(s), of source code on computer magnetic media; all necessary and available information, proprietary information, and technical documentation that shall enable County to create, maintain and/or enhance the licensed material without the aid of Licensor or any other person or reference to any other materials; maintenance tools (test programs and program specifications); proprietary or third -party systems utilities (compiler and assembler descriptions); description of the system/program generation; and descriptions and locations of programs not owned by Licensor, but required for use and/or support. The license granted hereunder includes the right, exercisable upon such delivery, to use such materials for purposes of County's providing internally, or procuring from Permitted Contractors, such maintenance and support as County may require with respect to the Computer Program(s) and, as incident thereto, to copy and modify the Computer Program(s) in support of the authorized uses of the Computer Program(s). For purposes of these Provisions, "Source Code Delivery Event" means the combination and completion of the following: I) Either (a) County encounters Licensor's inability or failure to correct material error(s) in the Computer Program(s) for any reason, or otherwise to carry out in any material respect the maintenance or support obligations set forth in these Provisions for any reason; or (b) Licensor files a petition in bankruptcy or petition to take advantage of any insolvency action, makes an assignment for the benefit of its creditors, consents to the appointment of a receiver for itself or the whole or substantially all of its property, is adjudicated a bankrupt on a petition in bankruptcy filed against it, files a petition or answer seeking reorganization or arrangement or other aid or relief under any bankruptcy or insolvency laws for the relief of debtors, or is the subject of an order, judgment, or decree entered by a court of competent jurisdiction appointing a receiver for Licensor or the whole or substantially all of its property, or approval of a petition filed against Licensor or the whole or substantially all of its property, or approval of a petition filed against Licensor seeking reorganization or arrangement of Licensor under any bankruptcy or insolvency laws or any other law for the relief of debtors; and II) The County has notified Licensor by certified mail of the occurrence of such an event described in item (1) above and has demanded that Licensor deliver the Source Code for all Computer Program(s); and III) Either (a) Licensor has failed to file, within ten (10) days after receipt of such notification, an affidavit, or declaration with County by an officer of Licensor stating that the event Hillsborough County Board of County Commissioners Page 28 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 described in item (1) and specified in such notification has not occurred or has been cured; or (b) an affidavit or declaration stating that such event has not occurred or has been cured is filed, either (i) Licensor subsequently accepts County's demand notwithstanding Licensor's prior opposition, or (ii) a court of competent jurisdiction subsequently determines that an event described in item (1) above has in fact occurred and has not been cured. 2.7.Optional Provision for Other Agencies Unless otherwise stipulated by the Bidder/Proposer in its Offer, the Bidder/Proposer agrees to make available to all government agencies, departments, and municipalities the Offer prices submitted in accordance with the terms and conditions of this Solicitation Document, should any governmental entity desire to buy under the Contract resulting from this Solicitation Document. 2.8. Price Escalation/De-Escalation (CPI) If the Contractor desires to request an increase pursuant to the following escalation clause for the annual period of the Contract, the Contractor shall submit, no later than ninety (90) Days prior to the annual anniversary date of the contract, the inflationary factor and background data based upon the following formula, to the County's Project Manager: a) New Fee = [ .75 X (CPI2 — CPI 1) - CPI + 1] X Current Fee b) "CPI": The Consumer Price Index for the Urban Wage Earners and Clerical Workers, South Region - All Items, Not Seasonally Adjusted, published by the United States Department of Labor, Bureau of Labor Statistics http://www.bls.2ov/ ). c) "CPI1": The published CPI for the month ending twelve (12) months prior to CP12. d) "CPI2": The published CPI for the month ending one -hundred fifty (150) Days prior to the annual anniversary date of the Contract being adjusted. e) As of the annual anniversary date of this Contract, the County may decrease the Contract in accordance with the above Escalation/De-Escalation clause formula. The County shall notify the Contractor in writing of any such de-escalation. In no event shall either the escalation or the de-escalation exceed six percent (6%) in any year. 2.9. Pre -Proposal Conference * A Pre -Proposal Conference concerning this present Solicitation Document will be conducted by Hillsborough County at: Hillsborough County Procurement Services Department 25th Floor of the County Center 601 East Kennedy Blvd., Tampa, Florida TIME: 10:00 a.m., DATE: March 15, 2019 PHONE NUMBER (813) 272-5790 All interested parties are encouraged to attend. Hillsborough County Board of County Commissioners Page 29 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 2.10. Purchase Order/Contract By submitting an Offer, the Bidder/Proposer declares that it understands and agrees that Bidder's/Proposer's Offer in addition to the Specifications, the Instructions, the General Terms and Conditions, the Special Terms and Conditions, the Insurance and Bond requirements, any Amendment(s) issued and all applicable attachments to this Solicitation Document shall become a valid contract between the County and the Contractor upon approval of the contract award by the Board of County Commissioners (if applicable), upon approval of the contract award by the County Administrator (if applicable), or upon the County's issuance of a Contract Purchase Agreement, Blanket Purchase Agreement, or Purchase Order, whichever occurs sooner. 2.11. Term Contract 2.11.1. Contract Period for Term Contract * The Contract resulting from this Solicitation Document will be in effect for a ten (10) year period (ending on the last day of the final month) from the effective date of the Contract as established by the County's Blanket Purchase Agreement (BPA) or Contract Purchase Agreement (CPA). 2.11.2. Estimated Quantities Quantities given represent the best estimate for use and shall be the basis for award. However, these quantities are not intended to represent actual requirements, which are not known at this time and may vary during the Contract Period. The County does not guarantee a minimum total purchase. Furthermore, the requirements of the County may exceed best estimates and the Successful Bidder/Proposer shall provide such requirements to the extent they are reasonable. 2.11.3. Hillsborough County Governmental Purchasing Council: Reference Laws of Florida 69-1112 and 69-1119 All Offers received by the County in response to this Solicitation Document shall be considered as Offers to members of the Hillsborough County Governmental Purchasing Council. Members, at their discretion, may utilize the Contract that results from this Solicitation Document. Members may purchase the goods, Services and/or Work under the same terms and conditions as the Contract between the Contractor and the County. Members will issue their own purchase orders, issue payments and coordinate the service locations with the Contractor, as applicable. The Hillsborough County Governmental Purchasing Council consists of the following agencies: Children's Board of Hillsborough County City of Plant City City of Tampa City of Tampa Housing Authority City of Temple Terrace Clerk of the Circuit Court Expressway Authority Hillsborough Area Regional Transit Authority Hillsborough County Board of County Commissioners Page 30 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 Hillsborough County Aviation Authority Hillsborough County Board of County Commissioners Hillsborough Community College Hillsborough County School Board Hillsborough County Sheriff Property Appraiser State Attorney's Office Supervisor of Elections Tampa Palms Community Development District Tampa Port Authority Tampa Sports Authority Tax Collector 2.11.4.Ordering The County shall issue a Blanket Purchase Agreement (BPA) or Contract Purchase Agreement (CPA) to cover any goods, Services and/or Work to be furnished under this Contract. The County user departments will then issue Standard Purchase Orders against the BPA/CPA on an as -needed basis. The Successful Bidder/Proposer shall deliver the applicable goods, Services and/or Work only upon receipt of a Standard Purchase Order. No goods, Services and/or Work are to be provided until a Standard Purchase Order is issued. However, any Standard Purchase Order issued PRIOR to the end of the Contract Period shall be completed, invoiced and paid after the expiration of the Contract. Orders shall be issued only during the Contract Period. The County reserves the right to modify the delivery location(s) identified throughout the Contract Period. 2.11.5. Termination for Convenience In the event the County elects to terminate the Contract, the County shall provide the Contractor with notice of termination in writing by electronic and/or certified mail. The County shall pay the Contractor for any accepted goods, Services and/or Work provided by the Contractor to the County prior to the Contractor's receipt of said termination notice. 2.11.6. Unilateral Extension Periods The County, through its Director of Procurement Services or designee, reserves the right to unilaterally extend the Contract Period or the renewal period of this Contract for up to three (3) additional one (1) month periods or any portion thereof, at the same terms and conditions. Notice of the County's intent to extend the Contract Period and/or the renewal period shall be provided by the County in writing to the Successful Bidder/Proposer prior to the expiration of the Contract, or the renewal period. 3. Definitions 3.1. Definitions Hillsborough County Board of County Commissioners Page 31 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 The following words and expressions (or pronouns) shall, wherever they appear in this Solicitation Document and the Contract Documents, be construed as follows unless a different meaning is clear from the context. 3.2. Agreement "Agreement" shall mean the written agreement between the County and the Contractor covering the goods and/or Services to be provided and/or the Work to be performed pursuant to this Solicitation Document. The Agreement (if one is required for this particular Solicitation Document) will be attached to and made a part of the Contract Documents. 3.3. Amendment(s), Addendum, or Addenda "Amendment(s)", "Addendum", or "Addenda" shall mean the additional information and/or requirements concerning this Solicitation Document that are issued by the County, in writing, prior to the Close Date. 3.4. Bid(s), or Bidder's Bid "Bids ", "Bidder's Bid", "Pro osal s ", or " uote s " shall mean the offer, bid, proposal, or quote of the Bidder/Proposer submitted on the prescribed forms setting forth the prices for the Work to be performed, along with all other documents submitted by the Bidder/Proposer in response to this Solicitation Document. 3.5. Bidder "Bidder" or "Proposer" shall mean any person, partnership, corporation or other entity or organization submitting a Bid, Proposal, or Quote to provide the goods, Services and/or Work solicited by the County in this Solicitation Document. 3.6. Blanket Purchase Agreement (BPA) "Blanket Purchase Agreement (BPA)" shall mean the County's written document to the Contractor stating the products/Services/Work to be provided, the pricing for said products/Services/ Work, the effective dates for the provision of said products/Services/Work, and any additional terms and conditions of the Contract, if applicable . 3.7. Board of County Commissioners "Board of County Commissioners" shall mean the Board of County Commissioners of Hillsborough County, Florida. 3.8. Bond "Bond" or "Earnest Money Deposit (EMD)" shall mean bid bond, proposal bond, performance bond, and/or payment bond and other instruments of security furnished by the Bidder/Proposer/Contractor and its Surety in accordance with this Solicitation Document and/or the Contract Documents. Hillsborough County Board of County Commissioners Page 32 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 3.9. Business Day(s) "Business Day(s) "shall mean Monday through Friday excluding public holidays. 3.10. Change Order "Change Order" shall mean a written order or alteration to a Contract or Purchase Order signed by the appropriate County and Contractor authority directing an addition, deletion, or revision in the provision of the goods and/or Services or an adjustment in the Contract Price and/or Contract Time. 3.11. Close Date "Close Date" shall mean the date and time set for delivery to the County of all Offers submitted in response to this Solicitation Document. 3.12. Contract or Contract Documents "Contract" or "Contract Documents" shall mean the Definitions, Instructions, General Terms and Conditions, Special Terms and Conditions, Insurance and Bond requirements, Specifications, Equal Employment Opportunity and Affirmative Action Requirements, all Amendment(s) issued, the Offer, the Agreement (if applicable), all the attached documents identified in this Solicitation Document, all supplementary drawings issued after award of the contract, all Change Orders, all Allowance Authorization Releases, and all provisions required by law to be a part of the Contract Documents, whether actually inserted therein or not. 3.13. Contract Price "Contract Price" shall mean the total monies payable to the Contractor under the Contract Documents. 3.14. Contract Purchase Agreement (CPA) "Contract Purchase Agreement (CPA)" shall mean the County's written document to the Contractor stating the products/Services/Work to be provided, the pricing for said products/Services/ Work, the effective dates for the provision of said products/Services/Work, and additional terms and conditions of the Contract, if applicable . 3.15. Contract Time or Contract Period "Contract Time" or "Contract Period" shall mean the number of calendar Days stated in the Contract Documents for the completion of the Work and/or the provision of the goods and/or Services specified therein. 3.16. Contractor "Contractor" shall mean the Successful Offeror, whether a corporation, partnership, individual or any combination thereof, and its, their or his/her successors, personal representatives, executors, administrators, and permitted assignees. Hillsborough County Board of County Commissioners Page 33 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 3.17. County "Copp " shall mean the Board of County Commissioners, Hillsborough County, Florida, for whom the Contract is being performed. 3.18. County Administrator "County Administrator" shall mean the County Administrator of Hillsborough County. 3.19. Day(s) "Da s " shall mean one calendar day. 3.20. Designee "Designee" shall mean the person appointed by the Board of County Commissioners and/or the County Administrator to act on his/her behalf. 3.21. Earnest Money Deposit (EMD) "Earnest Money Deposit (EMD)" or 'Bond" shall mean bid bond, performance bond, and/or payment bond and other instruments of security furnished by the Bidder/Proposer and/or Contractor and its Surety in accordance with this Solicitation Document and/or the Contract Documents. 3.22. Minimum Specifications "Minimum Specifications" shall mean the portion of the Specifications that address the technical requirements of the Work to be performed under this Contract including materials, equipment, and workmanship. 3.23. Modification Agreement "Modification Agreement" shall mean the written order to the Contractor signed by the County authorizing an addition, deletion, or revision in the goods, Services and/or Work to be provided under the Contract Documents or an adjustment in the Contract Price issued after execution of the Agreement. 3.24. Notice "Notice" shall mean a written notice for the County and the Contractor as set forth in this Solicitation Document and/or the Contract Documents. 3.25. Notice of Award "Notice of Award" shall mean the written notice given by the County to the Successful Bidder/Proposer that said Bidder/Proposer has been selected by the County to provide the goods/Services and/or perform the Work specified Hillsborough County Board of County Commissioners Page 34 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 in this Solicitation Document. 3.26. Notice to Proceed "Notice to Proceed" shall mean the written notice given by the County to the Successful Bidder/Proposer and/or Contractor of the date for the Work to start and/or for the date of the Successful Bidder/Proposer and/or Contractor to provide the goods and/or Services specified in the Contract Documents. 3.27. Offer(s) "Offers " or "Bids " or "Pro osal s " or " uote s " shall mean the offer, bid, proposal, or quote of the Offeror submitted on the prescribed forms setting forth the prices for the Work to be performed, along with all other documents submitted by the Offeror in response to this Solicitation Document. 3.28. Offeror "Offeror" shall mean any person, partnership, corporation or other entity or organization that has submitted an Offer, Bid, or Proposal to the County in response to a procurement solicitation issued by the County to provide equipment, supplies, materials, or Services. 3.29. Project "Project" shall mean the entire action and/or improvement which is the subject of this Solicitation Document and/or the Contract Documents. 3.30. Project Manager "Project Manager" shall mean the duly authorized representative of the Board of County Commissioners during the Contract Period. 3.31. Proposal(s) "Pro osal s " or "Bid s " or "Bidder's Bid(s)" or " uote s " shall mean the offer, bid, proposal, or quote of the Bidder/Proposer submitted on the prescribed forms setting forth the prices for the Work to be performed, along with all other documents submitted by the Bidder/Proposer in response to this Solicitation Document. 3.32. Proposer "Proposer" or "Bidder" shall mean any person, partnership, corporation or other entity or organization submitting a Bid, Proposal, or Quote to provide the goods, Services and/or Work solicited by the County in this Solicitation Document. 3.33. Purchase Order Hillsborough County Board of County Commissioners Page 35 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 "Purchase Order" shall mean the County's written document to the Contractor authorizing Work. 3.34. Quote(s) " uote s " or "Bids " or "Bidder's Bid(s)" or "Pro osal s " shall mean the offer, bid, proposal, or quote of the Bidder/Proposer submitted on the prescribed forms setting forth the prices for the Work to be performed, along with all other documents submitted by the Bidder/Proposer in response to this Solicitation Document. 3.35. Request for Proposal "Request for Proposal" shall mean the Solicitation Document issued by the County for the goods, Services and/or Work specified herein; and shall include the Definitions, Instructions, General Terms and Conditions, Special Terms and Conditions, Insurance and Bond requirements, Specifications, Requirements, and all Amendment(s) issued. 3.36. Service(s) "Services " shall mean the activity/improvement and/or the means or methods necessary for implementation and prosecution of the Project and/or Work that is the subject of the Contract Documents. 3.37. Site(s) "Sites " shall mean the area(s) upon or in which the Contractor's operations are carried on and such other areas adjacent thereto as may be designated as such by the County. 3.38. Solicitation Document "Solicitation Document" shall mean the solicitation issued by the County for the goods, Services and/or Work specified herein; and shall include the Definitions, Instructions, General Terms and Conditions, Special Terms and Conditions, Insurance and Bond requirements, Specifications, Requirements, and all Amendment(s) issued. 3.39. Specifications "Specifications" shall mean the detailed information set forth in the "Specifications" section of this Solicitation Document describing and/or concerning the goods, Services and/or Work being solicited by the County via this Solicitation Document, including, but not limited to, any terms and conditions contained within the "Specifications" section, any Amendment(s) issued related to the "Specifications" section, and/or any drawings or maps relating to the "Specifications" section of this Solicitation Document. 3.40. Subcontractor "Subcontractor" shall mean any person, firm or corporation other than employees of the Contractor who or which contracts with the Contractor to furnish, or actually furnishes labor, materials, and/or equipment for the Work and/or Project to be performed that is the subject of the Contract Documents. 3.41. Successful Bidder/Proposer Hillsborough County Board of County Commissioners Page 36 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 "Successful Bidder" or "Successful Proposer" shall mean the Contractor and vice versa, whether a corporation, partnership, individual or any combination thereof, and its, their or his/her successors, personal representatives, executors, administrators, and permitted assignees. 3.42. Surety "Sure " shall mean any corporation that executes, as surety, the Bidder's/Proposer's Bid/Proposal bond, and/or any corporation that executed, as surety, the Contractor's Bid/Proposal, performance, and/or payment Bond. 3.43. Unilateral Change Order "Unilateral Chan eg Order" shall mean a written order or alteration to a Contract or Purchase Order signed by the appropriate County authority directing an addition, deletion, or revision in the provision of the goods and/or Services or an adjustment in the Contract Price and/or Contract Time that does not require concurrence of the Contractor. 3.44. Work "Work" shall mean any and all obligations, duties and responsibilities necessary for the successful delivery of the goods and/or the successful completion of the Services, Project and/or tasks assigned to or undertaken by the Contractor pursuant to the Contract Documents, including, but not limited to, the furnishing of all labor, materials, equipment and other incidentals contemplated by and/or related to the Contracted Documents. 4. Instructions 4.1. Manual Bid Submissions Applicable only to Offers that are not submitted via the County's electronic bidding system. If Bidder/Proposer is submitting its Offer by means other than through the County's electronic bidding system, then the following provisions shall apply and shall replace the provisions with the same heading/subject matter found in this "Instructions" section of this Solicitation Document; all other provisions in this "Instructions" section shall remain the same and shall apply to all Offers. a) Important Notice Regarding Delivery of Offers: The County is currently in the process of transitioning from a manual bidding process to a fully automated electronic bidding process. Accordingly, during this period of transition, in addition to accepting Offers via the new electronic bidding system, the County will also accept Offers submitted via traditional means (such as U.S. mail, express mail, courier service, or hand delivery) for this Solicitation Document. i) Bidder/Proposer must have its Offer delivered to: Hillsborough County BOCC - County Center Procurement Services Department PO Box 1110 601 East Kennedy Blvd Tampa, FL 33601 Hillsborough County Board of County Commissioners Page 37 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 ii) Bidder/Proposer is strictly responsible for the delivery of its Offer. The County and/or the Director of the Procurement Services Department shall in no way be responsible for any delays caused by the United States Postal Service and/or other courier, or for delays caused by any other occurrence. iii) Bidder/Proposer is advised that United States Postal Service delivery is made to the County's post office box (P.O. Box). Such delivery is not made directly to the street address, even if the Bidder/Proposer specifies the street address and/or even if express mail service is utilized; therefore, Bidder's/Proposer's use of the United States Postal Service may cause a delay in the County's' receipt of the Bidder's/Proposer's Offer by the Close Date. Bidder/Proposer is cautioned to plan necessary delivery time accordingly. iv) Offers delivered by facsimile, electronic mail (e-mail) or electronic means other than through the County's electronic bidding system will not be considered. b) Sealing and Labeling of Offers - Bidder/Proposer is directed to seal its Offer from public view and label its sealed Offer with the Bidder's/Proposer's name, this Solicitation Document's title, and the Solicitation Document number. Sealed Offers may not be amended or otherwise changed by any writing placed outside the sealed Offer. Any writing that is outside of the sealed Offer will not be considered in the County's evaluation of the Offer. c) Signing of Offer: i) Bidder/Proposer must sign the most recently amended Offer issued for this Solicitation Document. ii) Bidder's/Proposer's Offer must be signed by a person that is legally authorized to contractually bind the Bidder/Proposer. iii) If a Bidder/Proposer is a partnership, then the Offer must be signed by one or more of the company's general partners. iv) If Bidder/Proposer is a corporation, the Offer must be signed by a current officer of the corporation. v) A person signing the Offer as Bidder's/Proposer's agent should include with the Offer legal evidence of such person's authority to sign on behalf of the Bidder/Proposer. d) Errors on Offer Pricing: If a Bidder's/Proposer's Offer contains erasures, corrections or mathematical errors, the Bidder/Proposer will be bound to the County's reasonable interpretation of the Bidder's/Proposer's intent. The County shall have the discretion to correct any mathematical calculation error and the unit price will control. If a unit price is left blank, the County shall have the discretion to make a reasonable interpretation of the Bidder's/Proposer's Offer, which may include, but is not limited to, assigning a zero dollar ($0) amount to such blank unit price. e) Bid Bond: i) If Bidder/Proposer is required to submit a Bid Bond for this Offer, then either a certified check, a cashier's check, a treasurer's check, or bank draft drawn on any state licensed financial institution, an irrevocable letter of credit or, in the alternative, a submission of a Bid Bond completed and signed by all required parties and submitted in the format set forth on the Bid Bond page attached to the Solicitation Document, shall be required to accompany each Offer in the dollar amount set forth within this Solicitation Document. ii) Any submitted certified check or irrevocable letter of credit shall be drawn on a solvent bank or trust company to the order of Hillsborough County Board of County Commissioners, and shall have all necessary documentary revenue stamps attached, if required by law. iii) Surety on Bid Bonds shall be authorized to do business in the State of Florida. iv) All Bid Bonds shall be issued or countersigned by an authorized agent, with satisfactory evidence of the authority of the person or persons executing such bonds. Hillsborough County Board of County Commissioners Page 38 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 v) Personal checks, business checks and cash deposits are not acceptable. 4.2. Affirmative Action Business Enterprise Program The County hereby notifies all Offerors that Minority Business Enterprises (MBE's), Disadvantaged Minority Business Enterprises (DMBE's), and Disadvantaged Women Business Enterprises (DWBE's) will be afforded an equal opportunity to participate in any award made by the County pursuant to this Solicitation Document and will not be subjected to discrimination on the basis of actual or perceived race, color, religion, sex, national origin, age, marital status, disability, sexual orientation, or gender identity or expression. The County prohibits any person involved in County contracting and procurement activities, to discriminate on the basis of actual or perceived race, color, religion, sex, national origin, age, marital status, disability, sexual orientation, or gender identity or expression. A written Affirmative Action Plan or Program is required if the firm has fifteen (15) or more employees. If the firm has fewer than fifteen (15) employees, then an Affirmative Action Plan Statement is required. Please provide a copy of the firm's Affirmative Action/Equal Employment Opportunity Policy Statement, signed and dated by the Chief Executive Officer. 4.3. Award of Contract/Rejection of Proposals A Contract will be awarded by the Board of County Commissioners of Hillsborough County to the responsible Proposer submitting the best Proposal in compliance with the Specifications and other requirements imposed by this Solicitation Document, provided said Proposal is considered (within the sole discretion of said Board of County Commissioners) reasonable, and in the best interest of Hillsborough County to accept. The Contractor to whom a Contract is awarded will be so notified by Hillsborough County at the earliest practical date. The Board of County Commissioners of Hillsborough County, however, at its sole discretion, reserves the right to reject any and all Proposals and to waive any informality concerning Proposals whenever such rejection or waiver is in the best interest of Hillsborough County and when the same is in conformance with standard competitive sealed proposal procedures. Hillsborough County, likewise, reserves the right to reject the Proposal of any Proposer who has previously failed to perform properly or to complete on time, contracts of similar nature; who is not in a position to perform the contract; or who has habitually and without just cause neglected the payment of bills or otherwise disregarded obligations to sub -contractors, materialmen or employees. The ability of a Proposer to obtain a Earnest Money Deposit (EMD) shall not be regarded as the sole test of such Proposer's competency or responsibility. 4.4. Bid/Proposal/Quote Pricing Pricing must be quoted only in the space(s) provided within this Solicitation Document; no other form(s) will be accepted. When applicable, all prices quoted are to be free -on -board (F.O.B.) to the job site or specified delivery location in Hillsborough County, Florida. 4.5. Bid/Proposal/Quote Results Preliminary results are generally available within two (2) Business Days to Bidders/Proposers in the iSupplier System via Online Discussions. 4.6. Bidder/Proposer Request for Interpretation of Solicitation Document Hillsborough County Board of County Commissioners Page 39 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 No interpretation of the meaning of the Specifications contained in this Solicitation Document or other Contract Documents will be made to any Offeror orally. Every request for such interpretation must be in writing, addressed to the Director of Procurement Services. To be given consideration, such requests must be received at least ten (10) Days prior to the Close Date. Any and all such interpretations and any supplemental instructions will be in the form of a written Amendment which, if issued, will be communicated to all Offerors who have acknowledged participation within the electronic bidding system and opened the respective solicitation at least five (5) Business Days prior to the Close Date. Failure of an Offeror to receive any such Amendment or interpretation shall not relieve said Offeror from an obligation under its Offer as submitted. All Amendment(s) so issued shall become part of the Contract Documents. 4.7. Bidder/Proposer Responsible for Examining/Investigating Work Site(s) If applicable to this Solicitation Document, Bidder/Proposer is solely responsible for examining all Sites of the proposed Work and conducting any investigations necessary to inform itself of any difficulties that may be involved in the completion of the Work. Bidder's/Proposer's failure to conduct such examinations and investigations shall not: a) excuse the Successful Bidder's/Proposer's failure to complete the Work in accordance with the Specifications and requirements set forth in this Solicitation Document based on the Successful Bidder's/Proposer's ignorance of conditions or difficulties that may exist prior to the Close Date or of conditions or difficulties that may be encountered during the execution of the Work; and/or b) be a basis for any claims for additional compensation and/or for any extensions of time. 4.8. Procurement Policy and Procedures and Hillsborough County Ordinance - Protest Process and Procedures Offeror is advised that by submitting an Offer, Offeror hereby agrees to comply with the County's Procurement Policy and Procedures, including, but not limited to, the County's policy and procedures regarding Bid protests and Hillsborough County Code of Ordinances and Laws, Part A, Chapter 2, Article VI, Division 3. The County's Procurement Policy and Procedures can be found on the County's website at: www.hcflgov.net/en/businesses/doing-business-with-hillsborough/vendors/vendor-forms-and-documents Offeror is further advised that pursuant to Hillsborough County Code of Ordinances and Laws, Part A, Chapter 2, Article VI, Division 3, Sec. 2-567(b)(i), any protest of the Specifications and/or terms and conditions contained within this Solicitation Document must be received by the County no later than five (5) Business Days before the Close Date/Bid Submittal Deadline set forth in this Solicitation Document. 4.9. Bidder's/Proposer's Understanding of the Solicitation Document Bidder/Proposer is solely responsible for reading and completely understanding this Solicitation Document in its entirety. 4.10. Brand Names, Etc. a) In instances where the Specifications make this subject applicable, any use therein of brand names, manufacturers' names, trade names, information and/or catalog numbers are used solely for the purpose of providing descriptions and for establishing acceptable quality levels. Such references are not intended to place restriction on the Hillsborough County Board of County Commissioners Page 40 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 Bidders/Proposers (other than as to quality) and Bidders/Proposers may propose and describe upon the Bid/Proposal/Quote forms deviations that the Bidder/Proposer believes to be equal to or better than the requirements set forth in this Solicitation Document. The burden of proof that the Bidder's/Proposer's proposed brand is in fact equal lies with the Bidder/Proposer. b) Bidders/Proposers must furnish all requested information in the spaces provided on the Bid Proposal. Additionally, where required pursuant to the provisions of this solicitation, Bidders must submit the following with their Bid Proposal: catalog cuts, sketches, descriptive literature, and/or complete specifications relative to the items proposed and offered. References to previously submitted material concerned with previous Bid Proposals are not acceptable to County. 4.11. Cancellation of Solicitation Document The County reserves the right to cancel, in whole, or in part, this Solicitation Document when deemed to be in the best interest of the County. 4.12. Compliance With Occupational Safety And Health Act (O.S.H.A.) In instances where such is applicable due to the nature of a Solicitation Document, all material, equipment, etc., as proposed and offered by the Bidder/ Proposer must meet and conform to all O.S.H.A. requirements. 4.13. Condition of Goods, Shipping Costs, and Claims Against Carrier Unless otherwise specified, all goods supplied will be new, not used or re -manufactured. Bid/Proposal/Quote prices shall include costs of delivery, shipping and handling. Any claims against the carrier will be the responsibility of the Contractor. 4.14. Cone of Silence Pursuant to Hillsborough County Code of Ordinances and Laws, Part A, Chapter 2, Article VI, Division 3, there shall be a Cone of Silence for all procurement solicitations issued by the County that are at or over the County's formal bid limit in order to safeguard the integrity of the County's procurement and protest process. The Cone of Silence shall go into effect on the date a procurement solicitation is issued by the County and shall end on the date the Contract is awarded by the County or the date the procurement solicitation is canceled by the County. Unless otherwise provided for in Hillsborough County Code of Ordinances and Laws, Part A, Chapter 2, Article VI, Division 3, during the time period the Cone of Silence is in effect, no Offeror, interested party and/or their principals, officers, employees, attorneys or agents shall communicate with County employees, the Hearing Master assigned to hear the applicable protest appeal and/or members of the Board of County Commissioners, including their aides and employees regarding a procurement solicitation and/or its related protest. The Cone of Silence does not prohibit an Offeror from communicating with the Director of the County Department issuing the procurement solicitation, County staff listed as contacts in the procurement solicitation, or the attorney in the County Attorney's office that is directly responsible for the applicable procurement solicitation (this information can be obtained by contacting the County staff person listed as the contact in the applicable procurement solicitation). A violation of the Cone of Silence will result in the disqualification of the Offeror from consideration in the award of the procurement solicitation unless it is determined that the violation is unintentional and/or not material. Hillsborough County Board of County Commissioners Page 41 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 4.15. Deviations Bidder's/Proposer's Offer must state all deviations to the exact requirements imposed upon the Bidder/Proposer. Such deviations must be stated upon the Bidder's/Proposer's Offer form; otherwise, the County may consider Bidder' s/Proposer's Offer as being made in strict compliance with the requirements of this Solicitation Document. The County reserves the right to accept or reject any and all Offers, or separable portions thereof, and to waive any minor irregularity, technicality, or omission if doing so will serve the County's best interest. Only Offers which conform in all material respects to this Solicitation Document will be accepted. The County may reject any Offer not submitted in the manner specified by this Solicitation Document. 4.16. Disadvantaged Minority/Disadvantaged Women Business Enterprise (DM/DWBE) Participation Proposers who have 10% or more DWBE/MBE participation can apply for bonus points. Qualified firms may receive five (5) percent of the maximum allowable points for DM/DWBE participation. The term "DM/DWBE" shall mean a business that is certified or registered as a bona fide DM/DWBE with Hillsborough County or has been granted Reciprocal Certification by Hillsborough County. Provisional Reciprocal Certification shall be granted for one six-month period to DM/DWBE firms which are principally domiciled in the State of Florida and certified by other jurisdictions within the State. It will be the responsibility of the Proposer to furnish all the necessary information and documentation to the County as listed below in order to receive bonus points. a) The request for bonus points shall be made on the Proposer's letterhead and must include the following: i) The RFP number and project name; and ii) The name of the firm(s) to be utilized; and iii) The percentage of fees that will be subcontracted to that firm which must be 10% or more; and iv) A commitment from the proposing firm stating that 10% or more of its ultimate fees will be subcontracted to that DM/DWBE. b) The following items should be attached to the above letter: i) A letter of intent from the DM/DWBE on its letterhead stating its intent to perform the services and the scope of work signed by its Chief Operating Officer. This letter must reference the project. ii) A copy of the DM/DWBE current certification current registration. Note: Failure to comply with any of these requirements may result in denial of the requested bonus points. Special Note: If the Successful Proposer has received bonus points, that firm will be required to submit to the DM/DWBE Programs Section of the Economic Development Department a copy of the executed subcontract agreement with each DM/DWBE listed in the letter of commitment. Annual reports detailing the amount of money paid to each DM/DWBE must also be submitted. Failure to provide this information may result in the denial of future bonus points. 4.17. Drug Free Workplace Program Pursuant to Section 287.087, Florida Statutes, Bidders/Proposers may submit with their Offers a certificate certifying that they have implemented a drug free workplace program. If two or more Offers are equal in price, quality, and service, preference will be given in the award process to the Bidder/Proposer who has furnished such certification with its Offer. A copy of the Drug -Free Workplace Form is attached to this solicitation and is also Hillsborough County Board of County Commissioners Page 42 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 available from the Procurement Services Department website at: hqp://www.hillsborou hg couniy.org/procurement 4.18. Electronic Payment Solutions a) ePayables. The County has an ePayables electronic payment solution where the Offeror may choose to be paid by a VISA credit card account. If the Offeror requests to participate in the County's ePayables electronic payment solution, the Offeror should indicate its acceptance in its Offer. If the Offeror has indicated that it will accept the County's VISA credit card for payment, then the Offeror will be required to sign an ePayables Enrollment Form after the Contract has been awarded. The Offeror must have the capacity to accommodate/accept VISA credit card payments in order to participate in the County's ePayables electronic payment solution. ePayables payments will be processed via a credit card and merchant services fees will apply. Merchant services fees are determined by the vendor's agreement with their Merchant Bank. Fees are generally up to three percent (3%). b) Automated Clearing House (ACH). The County has an ACH payment solution where the Offeror may choose to be paid with direct deposit. If the Offeror requests to participate in the County's ACH electronic payment solution, the Offeror should indicate its acceptance in its Offer. If the Offeror has indicated that it will accept the County's ACH for payment, then the Offeror will be required to sign a Direct Deposit Authorization Form after the Contract has been awarded. c) For more information on both Electronic Payment Solutions, go to: www.hcflaov.net/enibusinesses/doing-business-with-hillsborou2h/vendors/vendor-forms-and-documents 4.19. Equipment Demonstration Prior to the Award of this Solicitation Document, the County reserves the right to require a demonstration of equipment as proposed in Bidder's/Proposer's Offer. Each Bidder/Proposer shall be prepared to schedule a demonstration of the type of equipment proposed at a time and location mutually agreeable to the Bidder/Proposer and the County. The location should be within reasonable traveling distance from the County, and the County shall be responsible for the travel expenses of its County staff members attending such demonstration. Equipment demonstration may be of Bidder/Proposer-owned equipment or third -party -owned equipment. Failure on the Bidder's/Proposer's part to provide the equipment demonstration as described may result in the rejection of its Offer and/or suspension from consideration for award of bids, proposals, or contracts with the County for a period of up to twenty-four (24) months. 4.20. Execution of Written Agreement Within ten (10) Days of the Notice of Award, the Successful Bidder/Proposer will be required to sign a written Agreement if one has been made a part of this Solicitation Document and identified as the "Agreement". 4.21. Explanation Of Competitive Sealed Proposal Method Of Procurement COMPETITIVE SEALED PROPOSALS DIFFER FROM COMPETITIVE SEALED BIDS IN SEVERAL AREAS: a) All criteria for evaluation will be set forth in the Request for Proposal documents in order of importance. Only these criteria will be used to determine the best Proposal. Hillsborough County Board of County Commissioners Page 43 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 b) Discussions may be held with all responsible Proposers after Proposals are opened for purposes of clarification. The County also reserves the right to request written clarifications from Proposers after the Proposals have been opened. Proposers will be given equal treatment with respect to discussions and all information obtained is to secure the best possible Offers for the County. c) Award shall be made to the responsible Proposer whose Proposal is determined to be the most advantageous to the County taking into consideration only the evaluation factors set forth in the Request for Proposal. d) The County reserves the right to issue one or more call(s) for Best and Final Proposals if it is in the best interest of the County. 4.22. Facilities Inspection Prior to the award of this Solicitation Document, the County reserves the right to inspect the Bidder's/Proposer's facility and place of business to determine that the Bidder/Proposer has a regular, bona fide established business that is presently an on -going concern and is likely to continue as such, and is capable of providing the products and/or services, including any later warranty service, or replacement parts support as may be required. 4.23. Hillsborough County Business Tax All Offerors are required to comply with Hillsborough County Code of Ordinances and Laws, Part A, Chapter 46, Article III, as may be amended in the future. Failure of an Offeror to comply with such regulation shall not be a basis to protest the County's award of the Contract; instead, any reported failure of an Offeror to comply with these regulations will be referred to the Hillsborough County Tax Collector. 4.24. Inspection of Samples After the Bid Submittal Deadline/Close Date, the County reserves the right to review and inspect representative samples of the products/goods being proposed by the apparent lowest responsive Bidder/Proposer. Within ten (10) Business Days of receiving a request from the County, Bidder/Proposer shall provide the County with samples of each item requested for the purpose of the County conducting a quality test or comparison without cost to the County. At the County's option, this inspection may take place locally, at the Bidder's/Proposer's place of business or at a location selected by the County. The County will not be responsible for shipping or other expenses incurred by the Bidder/Proposer in the qualification of its products or company. The County makes no guarantee that samples will be returned; however, samples not destroyed in testing may be available for return upon request (at the Bidder' s/Proposer's expense) after testing is completed and after award of the Contract. Failure to provide the samples described above may result in the rejection of Bidder's/Proposer's Offer and/or suspension of Bidder/Proposer from bidding/proposing on County procurements. 4.25. IRS Substitute W-9, Request for Taxpayer Identification Number and Certification All Bidders/Proposers are requested to complete and submit the attached Substitute W-9 form with their Offer. 4.26. Licensing Bidder/Proposer shall be properly licensed for the appropriate category of Work specified in this Solicitation Document. All Bidders/Proposers are requested to submit any required license(s) with their Offers. License(s) must Hillsborough County Board of County Commissioners Page 44 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 be effective as of the Bid Submittal Deadline/Close Date and must be maintained throughout the Contract Period. Failure to be properly licensed as stated above will result in the rejection of the Offer as non -responsive. 4.27. Modification and/or Withdrawal of Offer Prior to Close Date Prior to the Bid Submittal Deadline/Close Date, Offers may be withdrawn upon written request signed by the Bidder/Proposer and submitted and/or postmarked to the County prior to the Bid Submittal Deadline/Close Date. Withdrawn Offers will not be returned to the Bidder/Proposer. Except as specifically provided for herein, Bidders/Proposers may not modify their Offers after the specified Bid Submittal Deadline/Close Date. Negligence on the part of the Bidder/Proposer in preparing its Offer confers no right of withdrawal or modification of its Offer after such Offer has been opened by County staff at the specified time and place. Bidders/Proposers may not withdraw or modify their Offers after the Bid Submittal Deadline/Close Date. 4.28. No Assignment of Offers Bidder/Proposer may not assign or otherwise transfer its Offer prior to or after the Bid Submittal Deadline/Close Date. 4.29. Obtaining Clarification and/or Additional Information Bidders/Proposers are instructed not to contact County employees regarding this Solicitation Document with the exception of employees of the Procurement Services Department. Potential Bidders/Proposers requesting clarification or additional information should contact the Procurement Services Department at the address/telephone/fax numbers or e-mail address listed in this Solicitation Document. 4.30. Public Entity Crimes Statement A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit an offer, or reply on a contract to provide any goods or services to a public entity; may not submit an offer, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit offers, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list. Additionally, pursuant to County policy, a conviction of a public entity crime may cause the rejection of an Offer. The County may make inquiries regarding alleged convictions of public entity crimes. The unreasonable failure of a Bidder/Proposer to promptly supply information in connection with an inquiry may be grounds for rejection of an Offer. 4.31. Requested Information and Descriptive Literature Bidder/Proposer must furnish all requested information in the spaces provided within this Solicitation Document. Additionally, where required, Bidders/Proposers must attach cuts, sketches, descriptive literature and/or complete specifications relating to the items proposed in the Bidder's/Proposer's Offer. Hillsborough County Board of County Commissioners Page 45 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 4.32. Submittal Deadline Offeror must submit its Offer prior to the time specified in the Close Date. Late Offers will not be accepted. 4.33. Taxes State sales and Federal Excise taxes shall not be included in the Bidder's/Proposer's Offer, as Hillsborough County is tax exempt. The Director of Procurement Services will sign exemption certificates submitted by the Bidder/Proposer. 4.34. Time Period Offer is Valid Offeror's Offer shall be in force for a period of not less than ninety (90) Days after the Close Date. Further, said Offer shall continue in force after said ninety (90) Day period, until thirty (30) Days following the date of receipt by County of written notice from the Offeror of its intent to withdraw its Offer, or until the date specified in said written notice as the expiration date of the Offer, whichever is later. The aforementioned time periods will remain in effect irrespective of whether an award has been made by the County. Notwithstanding the provisions of the preceding sentence, the Offeror may extend its Offer at any time prior to the scheduled expiration thereof. 4.35. Unbalanced Offers and/or Excessive Line Item Prices The County reserves the right to reject any Offer in which unit prices, in the sole opinion of the County, are unbalanced. In addition, where the County has decided to award this Solicitation Document, it further reserves the right not to utilize a particular line item that, in the sole opinion of the County, is excessively priced, and reserves the right to obtain that item from another source. 5. General Terms and Conditions 5.1. Applicable Law Unless otherwise specified, this Contract, including, but not limited to, the interpretation, bidding, award, execution and implementation thereof, shall be governed by the laws, rules, and regulations of the State of Florida. 5.2. Changes in the Work/Unilateral Change Orders/Modifications a) Without invalidating the Contract, the County may, at any time or from time to time, through its Director of Procurement Services or designee, order additions, deletions or revisions in the Work, the same being authorized by Change Order, Unilateral Change Order or Modification Agreement. The cumulative total of Unilateral Change Orders shall not exceed $25,000.00. Once the $25,000.00 cap is reached, all other additions, deletions, or revisions shall be valid and enforceable only when authorized by a written Modification Agreement executed by the Contractor and the County, and may be subject to approval by the Board of County Commissioners. Only upon receipt of a Change Order, Unilateral Change Order or Modification Agreement shall the Contractor be authorized to proceed with the Work involved. All such Work shall be executed under the applicable terms and conditions contained in the Contract Documents. b) Additional Work performed by the Contractor without the authorization of a Change Order, Unilateral Change Hillsborough County Board of County Commissioners Page 46 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 Order or Modification Agreement will not entitle the Contractor to an increase in the Contract Price or an extension of the Contract Time except in the case of an emergency as provided for herein. The effect of this paragraph shall remain paramount and shall prevail irrespective of any conflicting provisions contained in these Contract Documents. c) The County will execute an appropriate Modification Agreement if such Modification Agreement is approved by the County's Board of County Commissioners. Such Modification Agreement will be prepared by the Project Manager and shall cover changes in the Work to be performed, Work performed in an emergency, and/or any other claim of the Contractor for a change in the Contract Time or the Contract Price. d) It is the Contractor's responsibility to notify its Surety of any changes affecting the general scope of the Work/Services or change of the Contract Price, and the amount of the applicable Bond(s) shall be adjusted accordingly. 5.3. Changes Of Contract Price The total compensation payable to the Contractor for performing the Work in accordance with the terms of this Contract shall be based upon the following described factors: a) Application of unit prices to the actual quantities (as measured in the field by appropriate County representatives of those items designated in Proposal as being a Unit Price item); b) Application of unit shown in Proposal to items designated as original plan quantity items; and, c) The Proposal price shown in Proposal represents an estimate of the total compensation due to the Contractor under the terms of these Contract Documents which is based upon the quantities of items listed therein. The actual total compensation paid to the Contractor for the Project described in these Contract Documents may vary from that amount stated in Proposal due to: i) Adjustments in pay quantity/quantities resulting from changes in item quantity/quantities; and/or, ii) Adjustments in pay quantity/quantities as otherwise permitted by these Contract Documents. 5.4. Changes Of Contract Time The Contract Time will be extended in an amount equal to time lost due to delays beyond the control of the Contractor if Contractor makes a claim. 5.5. Contractor Must Have Legally Authorized Workforce a) Contractor is advised that the County has entered into an agreement (the IMAGE Agreement) with U.S. Immigration and Customs Enforcement (ICE) wherein the County will, in part, seek to promote the principles of ethical business conduct, prevent knowingly hiring unauthorized workers through self -governance, and encourage voluntary reporting of the discovery of unauthorized workers to ICE. Accordingly, by submitting its Offer, Contractor represents and warrants: i) that Contractor is in compliance with all applicable Federal, State and local laws, including, but not limited to, the laws related to the requirement of an employer to verify an employee's eligibility to work in the United States, ii) that all of Contractor's employees are legally eligible to work in the United States, and iii) that the Contractor has actively and affirmatively verified such eligibility utilizing the Federal Hillsborough County Board of County Commissioners Page 47 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 Government's Employment Eligibility Verification Form (the Form I-9). b) A mere allegation of Contractor's intent to use and/or current use of unauthorized workers may not be a basis to delay the County's award of a Contract to the Contractor unless such an allegation has been determined to be factual by ICE prior to the date the Contract is scheduled to be awarded by the County. c) Legitimate claims of the Contractor's use of unauthorized workers must be reported to both of the following agencies: The County's Compliance Services hotline at (813) 272-6554; and ICE (Immigration and Customs Enforcement) at 1-866-DHS-2-ICE (1-866-347-2423). d) In the event it is discovered that the Contractor's employees are not legally eligible to work in the United States, then the County may, in its sole discretion, demand that the Contractor cure this deficiency within a specified time frame, and/or immediately terminate the Contract without any cost or penalty to the County, and/or debar the Contractor from bidding on all County contracts for a period of up to 24 months, and/or take any and all legal action deemed necessary and appropriate. e) Contractor is required to incorporate the following IMAGE Best Practices into its business and, when practicable, incorporate verification requirements into its agreements with Subcontractors: i) Use the Department of Homeland Security employment eligibility verification program (E-Verify) to verify the employment eligibility of all new hires. ii) Use the Social Security Number Verification Service and make a good faith effort to correct and verify the names and Social Security numbers of the current workforce. Establish a written hiring and employment eligibility verification policy. iii) Establish an internal compliance and training program related to the hiring and employment verification process, to include, but not be limited to, completion of Form I-9, how to detect fraudulent use of documents in the verification process, and how to use E-Verify and the Social Security Number Verification Service. iv) Require the Form I-9 and E-Verify process to be conducted only by individuals who have received appropriate training and include a secondary review as part of each employee's verification to minimize the potential for a single individual to subvert the process. v) Arrange for annual Form I-9 audits by an external auditing firm or a trained employee not otherwise involved in the Form I-9 process. vi) Establish a procedure to report to ICE credible information of suspected criminal misconduct in the employment eligibility verification process. vii) Establish a program to assess subcontractors' compliance with employment eligibility verification requirements. Encourage contractors to incorporate the IMAGE Best Practices contained in this paragraph and, when practicable, incorporate the verification requirements in Subcontractor agreements. viii) Establish a protocol for responding to letters received from Federal and State government agencies indicating that there is a discrepancy between the agency's information and the information provided by the employer or employee; for example, "no match" letters received from the Social Security Administration. ix) Establish a tip line mechanism (inbox, e-mail, etc.) for employees to report activity relating to the employment of unauthorized workers, and a protocol for responding to employee tips. x) Establish and maintain appropriate policies, practices, and safeguards against use of the verification process for unlawful discrimination, and to ensure that U.S. citizens and authorized workers do not face discrimination with respect to hiring, firing, recruitment or referral for a fee because of citizenship status or national origin. (xi) Maintain copies of any documents accepted as proof of identity and/or employment authorization for Hillsborough County Board of County Commissioners Page 48 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 all new hires. 5.6. Contractor Use of Hillsborough County For Marketing Prohibited The Contractor shall in no way use any statements, whether written or oral, made by the County's employees to market, sell, promote or highlight the Contractor and/or the Contractor's product(s) and/or service(s) unless authorized to do so, in writing, by the County Administrator or his/her designee. In addition, the Contractor shall not use subjective or perceived interpretations, even if factual, regarding the County's opinion of the Contractor's performance, product(s) and/or service(s) in any document, article, publication or press release designed to market, promote or highlight the Contractor and/or the Contractor's product(s) and/or service(s). This does not prevent the Contractor from including the County on its client lists and/or listing or using the County as a reference. 5.7. Contractor's Responsibilities The Contractor will give all notices and comply with all laws, ordinances, rules and regulations applicable to the Work and/or Project. If the Contractor observes that the Specifications are at variance with such laws, ordinances, rules or regulations, then the Contractor will give the County prompt written notice thereof, and any necessary changes shall be adjusted by an appropriate Change Order, Unilateral Change Order or Modification Agreement to the Contract. If the Contractor performs any Work knowing that such Work is contrary to such laws, ordinances, rules and regulations and without giving such notice to the County, the Contractor will bear all costs arising therefrom; however, it shall not be the Contractor's primary responsibility to ensure that the Specifications are in accordance with such laws, ordinances, rules and regulations. 5.8. County as Intended Beneficiary of Subcontracts The County shall be an intended substantial beneficiary of the written agreements between the Contractor and its subcontractors. 5.9. Emergencies In emergencies affecting the safety of persons, the Work/Project or property at the site of such Work/Project or adjacent thereto, the Contractor, without special instruction or authorization from the County, is obligated to act at the Contractor's discretion to prevent threatened damage, injury or loss. The Contractor shall give the County prompt written notice of any significant changes in the Work/Project or deviations from the Contract Documents caused thereby, and a Change Order, Unilateral Change Order or Modification Agreement shall be issued covering the changes and deviations involved. If the Contractor believes that additional work done by it in an emergency which arose from causes beyond the Contractor's control entitles the Contractor to an increase in the Contract Price or an extension of the Contract Time, the Contractor may make a claim for the same. Such increase in Contract Price and/or extension of the Contract Time will be included in the Change Order, Unilateral Change Order or Modification Agreement if such claim is approved by the County. 5.10. Failure to Perform If, during the Contract Period, the Contractor should refuse or otherwise fail to perform any of its obligations under the Contract, the County reserves the right to: Hillsborough County Board of County Commissioners Page 49 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 a) Obtain the goods, Services and/or Work from another contractor; and/or b) Terminate the Contract; and/or c) Suspend/debar the Contractor from bidding on County solicitation documents for a period of up to twenty-four (24) months; and/or d) Pursue any and all other remedies available to the County. 5.11. Fiscal Non-Funding/Availability of Funding The award of this Solicitation Document is contingent upon the availability of funding. Furthermore, if funding during the Contract Period becomes unavailable, the County reserves the right to terminate the Contract after providing the Contractor no less than twenty-four (24) hours written notice, provided that, the County will pay the Contractor for any authorized goods and/or Services provided prior to the Contractor's receipt of said termination notice. The County shall be the final authority as to the availability of funds. 5.12. Hand Sanitizer Ordinance Hand Sanitizer Ordinance; Hillsborough County, Florida - Code of Ordinances and Laws, Part A, Chapter 28, Article III. (This provision shall be applicable only if the Services and/or Work to be performed under this Contract will involve and/or require the use of portable restrooms.) Pursuant to Hillsborough County Ordinance; Hillsborough County, Florida - Code of Ordinances and Laws, Part A, Chapter 28, Article III (Hand Sanitizer Ordinance), as amended, every portable restroom in service in Hillsborough County which does not have a hand washing facility located within the portable restroom must have an operable hand sanitizer dispenser containing sanitation liquid affixed to the inside of the portable restroom or immediately adjacent to the portable restroom. The Contractor is solely responsible for ensuring that any and all portable restrooms owned or leased by the Contractor are in compliance with the ordinance. 5.13. Equal Employment Opportunity; Non -Discrimination Clause a) Hillsborough County, FL i) Hillsborough County Human Rights Ordinance, Hillsborough County Code of Ordinances and Laws, Part A, Chapter 30, Article II, as amended, prohibits illegal discrimination on the basis of actual or perceived race, color, sex, age, religion, national origin, disability, marital status, sexual orientation, or gender identity or expression, in employment, public accommodations, real estate transactions and practices, County contracting and procurement activities, and credit extension practices. ii) Hillsborough County Home Rule Charter, Article IX, Section 9.11, as amended, provides that no person shall be deprived of any right because of race, sex, age, national origin, religion, disability or political affiliation. Printed in Hillsborough County Code of Ordinances and Laws, Part A. b) State i) Florida Constitution, Preamble and Article I, section 2 protect citizens from being deprived of inalienable rights because of race, religion, national origin, or physical disability. ii) Florida Statutes section 112.042, requires nondiscrimination in employment by counties and municipalities, on the basis of race, color, national origin, sex, handicap, or religion. iii) Florida Statutes section 112.043, prohibits age discrimination in employment. Hillsborough County Board of County Commissioners Page 50 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 iv) Florida Statutes section 413.08, provides for rights of an individual with a disability and prohibits discrimination against persons with disabilities in employment and housing accommodations. v) Florida Statutes section 448.07, prohibits wage rate discrimination on the basis of sex. vi) Florida Civil Rights Act of 1992, Florida Statutes sections 760.01 - 760.11, as amended. vii) Florida Statutes section 509.092, prohibits refusing access to public lodging on the basis of race, creed, color, sex, physical disability, or national origin. viii) Florida Statutes section 725.07, prohibits discrimination on the basis of sex, marital status or race in loaning money, granting credit or providing equal pay for services performed. ix) Florida Fair Housing Act, Florida Statutes sections 760.20 - 760.37. x) Florida Statutes section 760.40, provides for the confidentiality of genetic testing. xi) Florida Statutes section 760.50, prohibits discrimination on the basis of AIDS, AIDS -related complex, and HIV. xii) Florida Statutes section 760.51, provides for remedies and civil penalties for violations of civil rights. xiii) Florida Statutes section 760.60, prohibits discriminatory practices of certain clubs. xiv) Florida Statutes section 760.80, provides for minority representation on boards, commissions, council, and committees. c) Federal i) Section I of the Fourteenth Amendment to the United States Constitution, U.S. Const. amend. XIV, section 1. ii) Title VI of the Civil Rights Act of 1964, 42 U.S.C. 2000d et seq. iii) Title VII of the Civil Rights Act of 1964, 42 U.S.C. 2000e et seq., as amended by the Equal Employment Opportunity Acts of 1972 and 1975, the Civil Rights Act of 1991, P.L. 102-166, 105 Stat. 1071, and the Lilly Ledbetter Fair Pay Act of 2009, P.L. 111-2, 123 Stat. 5. iv) Civil Rights Acts of 1866 and the Enforcement Act of 1870, 14 Stat. 27 and 16 Stat. 140, 42 U.S.C. section 1981. v) Title VIII of the Civil Rights Act of 1968, Fair Housing Act, P.L. 90-284, 82 Stat. 73, 42 U.S.C. 3601 et seq. vi) Civil Rights Restoration Act of 1987, P.L. 100-259, 102 Stat. 28. vii) Civil Rights Act of 1991, P.L. 102-166, 105 Stat. 1071. viii) Equal Opportunity Regulations, 41 CFR section 60-1.4, as amended. ix) Standards for a Merit System of Personnel Administration, 5 CFR section 900.601 et seq. x) Executive Order 11246, Equal Employment Opportunity, and its implementing regulations, including 41 CFR section 60-2 (Revised Order 4). xi) Rehabilitation Act of 1973, P.L. 93-112, 87 Stat. 355, as amended. xii) Interagency Agreement promulgated on March 23, 1973 xiii) Executive Order 12250, Leadership and Coordination of Nondiscrimination Laws. xiv) Age Discrimination in Employment Act of 1967, 29 U.S.C. section 621 et seq., P.L. 90-202, as amended. xv) Age Discrimination Act of 1975, 42 U.S.C. section 6101 et seq., P.L. 94-135, 89 Stat. 728, as amended. Hillsborough County Board of County Commissioners Page 51 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 xvi) Older Americans Amendments of 1975, 42 U.S.C. section 3001 et seq., P.L. 94-135, 89 Stat 713. xvii) Americans with Disabilities Act of 1990, 42 U.S.C. section 12101 et seq., as amended by the ADA Amendments Act of 2008, P.L. 110-325, 122 Stat. 3553. xviii) Vietnam Era Veterans' Readjustment Assistance Act of 1974, 38 U.S.C. section 4212, as amended. xix) Section 14001 of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. xx) State and Local Assistance Act of 1972, as amended. xxi) Office of Management and Budget Circular A-102, Grants and Cooperative Agreements with State and Local Governments, as amended. xxii) Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance, 40 C.F.R. sections 5.100-5.605. xxiii) Executive Order 13673, Fair Pay and Safe Workplaces. d) If applicable, and required by 41 CFR 60-1.4 or other federal law or regulation, during the performance of this contract, the Contractor agrees as follows: i) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. ii) The Contractor will in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. iii) The Contractor will send, to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. iv) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. v) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. vi) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Contract or with any of the said rules, regulations, or orders, this Contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. vii) The Contractor will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by Hillsborough County Board of County Commissioners Page 52 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each Subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. * The above are not intended to be a complete list of all applicable local, state, or federal statutes, orders, rules or regulations, as they may be amended from time to time, or added to (newly promulgated) from time to time, during the term of this contract. 5.14. Indemnification a) General Liability Indemnification - with respect to any Work, Services and/or goods provided pursuant to this Contract, the Contractor shall be liable for the actions of its agents, employees, partners, or subcontractors and shall indemnify, defend, and hold harmless the County, and it officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to personal injury and/or damage to real or personal tangible property alleged to be caused, in whole or in part, by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the County. b) Patent and Copyright Indemnification - with respect to any Work, Services and/or goods provided pursuant to this Contract, the Contractor shall indemnify, defend, and hold harmless the County from any suits, actions, damages, and costs of every name and description, including attorneys' fees, arising from or relating to violation or infringement of trademark, copyright patent, trade secret or intellectual property right, provided, however, that the foregoing obligation shall not apply to a County's misuse or modification of Contractor's products or County's operation or use of Contractor's products in a manner not contemplated by the Contract. If any product is the subject of an infringement suit, or in the Contractor's opinion is likely to become the subject of such a suit, the Contractor may, at its sole expense, procure for the County the right to continue using the product or to modify it to become non -infringing. If the Contractor is not reasonably able to modify or otherwise secure for the County the right to continue using the product, the Contractor shall remove the product and refund the County the amounts paid in excess of a reasonable rental for past use. The County shall not be liable for any royalties. c) The Contractor's obligations under the preceding two paragraphs with respect to any legal action are contingent upon the County giving the Contractor: i) written notice of any action or threatened action; ii) the opportunity to take over and settle or defend any such action at Contractor's sole expense; and iii) assistance in defending the action at Contractor's sole expense. The Contractor shall not be liable for any cost, expense, or compromise incurred or made by the County in any legal action without the Contractor's prior written consent, which shall not be unreasonably withheld. 5.15. Injury and/or Damage Claims Should the County or the Contractor suffer injury or damage to its person or property because of any error, omission or act of the other or of any of its employees, agents or others for whose acts it is legally liable, claim should be made in writing to the other party within a reasonable time of the first observance of such injury or damage. Hillsborough County Board of County Commissioners Page 53 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 5.16. Interpretation and Intent of Contract Documents The Contract Documents are complementary; what is called for by one Contract document is as binding as if called for by all of the Contract Documents. If the Contractor finds a conflict, error or discrepancy in the Contract Documents, the Contractor must bring it to the County's attention in writing before proceeding with the Work affected thereby. In resolving such conflicts, errors and discrepancies, the Contract Documents shall be given preference in the following order: 1) Agreement, 2) Amendment(s) (if applicable to this Solicitation Document), 3) Specifications, 4) Special Terms and Conditions, 5) General Terms and Conditions, and 6) Instructions. Any Work that may reasonably be inferred from the Specifications and/or drawings/maps as being required to produce the intended result shall be supplied whether or not it is specifically called for. Work, materials or equipment described in words which, when applied, have a well-known technical or trade meaning shall be deemed to refer to such recognized standards. In case of conflict, the more stringent requirements shall take precedence. 5.17. Laws and Regulations The Contractor is hereby advised that all applicable Federal and State laws, municipal and County ordinances, and the rules and regulations of all authorities having jurisdiction over any part of the goods, Services and/or Work provided under this Contract shall be deemed to be a part of this Contract. 5.18. Legally Required Statement and Provisions Regarding Access to Records for Services Contracts The Parties acknowledge and agree that the statement and provisions below are required by Florida Statute to be included in this contract for services. The inclusion of this statement and provisions below shall not be construed to imply that the Contractor/Service Provider has been delegated any governmental decision -making authority, governmental responsibility or governmental function or that the Contractor/Service Provider is acting on behalf of the County as provided under Section 119.011(2), Florida Statutes, or that the statement or provisions are otherwise applicable to the Contractor/Service Provider. As stated below, the Contractor/Service Provider may contact the County's Custodian of Public Records with questions regarding the application of the Public Records Law; however, the Contractor/Service Provider is advised to seek independent legal counsel as to its legal obligations. The County cannot provide the Contractor/Service Provider advice regarding its legal rights or obligations. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: i) 813-272-5790, ii) StromerS@HCFLGov.net, iii) Procurement Services, 601 E. Kennedy Blvd., 25th Floor, Tampa, Florida 33602. If under this Contract, the Contractor is providing services and is acting on behalf of the County as provided under Section 119.011(2), Florida Statutes, the Contractor will comply with public records law, and agrees to: i) Keep and maintain public records required by the County to perform the services. ii) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119 Florida Statutes or as otherwise provided by law. iii) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following Hillsborough County Board of County Commissioners Page 54 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 completion of the Contract if the Contractor does not transfer the records to the County. iv) Upon completion of the Contract, transfer at no cost to the County, all public records in possession of the Contractor or keep and maintain public records required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records, in a format that is compatible with the information technology systems of the County. Failure of the Contractor to comply with Chapter 119, Florida Statutes, and/or the provisions set forth above, where applicable, shall be grounds for immediate unilateral termination of this Contract by the County. 5.19. Maintenance of Records/Public Records Law a) In accordance with Chapter 119, Florida Statutes, and, except as may be provided by other applicable State and Federal laws, all Bidders/Proposers should be aware that this Solicitation Document and all Offers are in the public domain and are available for public inspection. Bidders/Proposers are requested, however, to identify specifically any information contained in their Offers which they consider confidential and/or proprietary, inclusive of trade secrets as defined in s. 812.081, Florida Statutes, and which they believe to be exempt from disclosure, citing specifically the applicable exempting law and including narrative explaining the applicable legal exemption as it relates specifically to Bidder's/Proposer's confidential and/or proprietary information. b) All Offers received in response to this Solicitation Document will become the property of the County and will not be returned. In the event of an award, all documentation produced as part of the Contract will become the exclusive property of the County. c) All materials that qualify for exemption from Chapter 119, Florida Statutes, or other applicable law must be submitted in an attachment or in a separate envelope, clearly identified as "EXEMPT FROM PUBLIC DISCLOSURE" with Bidder's/Proposer's name and the Solicitation Document number marked on the outside. d) The County will not accept Offers when the entire Offer is labeled as exempt from public disclosure. e) Be aware that the designation of an item as exempt from public disclosure by a Bidder/Proposer may be challenged in court by any person or entity. By designation of material in the Offer as exempt from public disclosure, Bidder/Proposer agrees to defend the County (and its employees, agents and elected and appointed officials) against all claims and actions (whether or not a lawsuit is commenced) related to Bidder's/Proposer's designation of material as exempt from public disclosure and to hold harmless the County (and its employees, agents and elected and appointed officials) from any award to a plaintiff for damages, costs and attorneys' fees, incurred by the County by reason of any claim or action related to Bidder's/Proposer's designation of material as exempt from public disclosure. 5.20. No Assignment of Contract The Contractor may not make any assignment of the resulting Contract between the County and the Contractor, in whole or in part, without the prior written authorization of the County. Failure to obtain prior written authorization of the County will result in a delay of payment(s) at a minimum and may result in termination for breach of contract. 5.21. Non -Exclusive Contract Hillsborough County Board of County Commissioners Page 55 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 Award of this Contract shall impose no obligation on the County to utilize the Successful Bidder/Proposer for all Services and/or Work of this type, which may develop during the Contract Period. This is not an exclusive Contract. The County specifically reserves the right to concurrently contract with other companies for similar Services and/or Work if it deems such action to be in the County's best interest. 5.22. Notices to Contractor Notices to the Contractor shall be served upon the Contractor by electronic mail (e-mail), facsimile, U.S. mail, hand delivery, courier delivery, or express mail delivery of said notice to the Contractor's residence, place of business and/or with the Contractor's designated agent. 5.23. Notices to the County Contact information (County's Project Manager) will be provided to the Contractor with the initial Blanket Purchase Agreement (BPA), Contract Purchase Agreement (CPA), and/or Standard Purchase Order (SPO). 5.24. Payment and Completion a) The Project Manager, within fifteen (15) Days of receipt of each invoice will either approve or reject the invoice. If the Project Manager rejects the invoice, then the invoice will be returned to the Contractor and will state, in writing, the reason for rejecting the invoice. In the event the Contractor receives a rejected invoice, the Contractor may make the necessary corrections and resubmit the invoice to the Project Manager. Within thirty (30) Days of approval of an invoice for payment, the County will pay the Contractor the amount approved. b) The Project Manager's approval of any payment requested in an invoice shall constitute a representation by the Project Manager to the County that the conditions precedent to the Contractor being entitled to payment as set forth herein have been fulfilled. c) The Project Manager's approval of final payment shall constitute an additional representation by him/her to the County that the conditions precedent to the Contractor's being entitled to final payment as set forth herein have been satisfied. d) The Project Manager may refuse to approve, in whole, or in part, an invoice if, in his/her opinion, he/she is unable to make the representation to the County that all the conditions precedent to the Contractor being entitled to payment have been satisfied. The Project Manager may also refuse to approve any such payment, or, because of subsequently discovered evidence or the results of subsequent inspections or tests, nullify any previous approval of such payment, to such extent as may be necessary in his/her opinion to protect the County from loss because: i) The Work is defective; ii) Claims have been filed or there is reasonable evidence indicating the probable filing thereof; or iii) The Contract Price has been reduced because of Change Order, Unilateral Change Order or Modification Agreement. e) As established by Florida Statute 218.74(2) payment for the purchase or lease of goods and services shall be made within forty-five (45) Days after the date a proper invoice is presented for payment to the County's Finance Department, Clerk of the Circuit Court, as Accountant to the Board of County Commissioners and as Chief Disbursement Officer. 5.25. Payment to Contractor by Electronic Payment Solution Hillsborough County Board of County Commissioners Page 56 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 a) ePa, ables: If the Contractor is enrolled in the County's ePayables electronic payment solution, all payments will be made using the ePayables electronic payment solution. The Contractor will be issued a VISA credit card account number with zero ($0) available funds until an invoice is approved by the County for payment. Once the County has approved payment, an electronic remittance advice will be sent to the Contractor via e-mail or fax along with approval for the Contractor to charge the VISA credit card account for that amount. The Contractor will only have the ability to charge up to the monetary limit available to the account. ePayables payments will be processed via a credit card and merchant services fees will apply. Merchant services fees are determined by the vendor's agreement with their Merchant Bank. Fees are generally up to 3%. b) Once the Contractor is enrolled in ePayables electronic payment solution and then requests to opt out, the Contractor will not be eligible to re -enroll in ePayables for a minimum of twelve (12) months. c) ACH (Direct Deposits If the Contractor is enrolled in the County's ACH electronic payment solution, all payments will be made using the direct deposit. The Contractor's bank account information will remain confidential to the extent provided by law and necessary to make direct deposit payments. Once the County has approved payment, an electronic remittance advice will be sent to the Contractor via e-mail. 5.26. Payment to Subcontractors By submission of an invoice, the Contractor certifies that all subcontractors and suppliers have been paid for work and materials from previous progress payments received (less any retainage) by the Contractor prior to receipt of any further progress payments. During the Contract Period and upon completion of the Contract, the County may request documentation to certify payment to subcontractors and/or suppliers. This provision in no way creates any contractual relationship between any subcontractor and the County or any liability on the County for the Contractor's failure to make timely payment to the subcontractors and/or suppliers. 5.27. Performance Standards and Product Quality In the event the Specifications omit details concerning performance standards and/or product quality, the Contractor shall use only the best commercial practices and/or materials and workmanship of the highest quality when performing this Contract. 5.28. Project Manager's Status a) County's Representatives: The Project Manager shall be the County's representative during the Contract Period. The duties, responsibilities and the limitations of authority of the Project Manager during the Contract Period are set forth in this section and shall not be extended without the written consent of the County's Board of County Commissioners or designee. b) Rejecting Defective Work: The Project Manager will have the authority to disapprove or reject Work which is "defective" (which term is hereinafter used to describe Work that is unsatisfactory, faulty or defective and/or does not conform to the requirements of any inspection, test or approval). The Project Manager will also have the authority to require special inspection or testing of the Work. 5.29. Severability In the event any section, sentence, clause or provision of this Contract is held to be invalid, illegal or unenforceable by a court having jurisdiction over the matter, the remainder of this Contract shall not be affected by such Hillsborough County Board of County Commissioners Page 57 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 determination and shall remain in full force and effect. 5.30. Solid Waste Collection and Disposal Solid Waste Collection and Disposal; Hillsborough County, Florida - Code of Ordinances and Laws, Part B, Public Utilities, Chapter 130, Article Il. (This provision shall be applicable only if the Services and/or Work to be performed under this Contract will involve and/or require the Contractor to remove or dispose of solid waste.) Pursuant to Hillsborough County, Florida - Code of Ordinances and Laws, Part B, Public Utilities, Chapter 130, Article II (Solid Waste Collection and Disposal), as amended, all solid waste accumulated as a result of this Contract that the Contractor is required to remove and dispose of, and which the Contractor chooses not to self haul, shall be removed and disposed of by one of the three authorized Hillsborough County solid waste franchise collectors. For a list of the authorized franchise collectors, please contact the Public Works Department/Solid Waste Division at 813-272-5680. The use of any other company or entity for the collection and disposal of solid waste in the Hillsborough County solid waste service area may be a violation of Chapter 130, Hillsborough County, Florida Code of Ordinances and Laws, Part B, Public Utilities, as amended. 5.31. Starting The Work The Contractor will start the Work and/or Project on the date determined by the County in its Purchase Order or Notice to Proceed. 5.32. Statement of Assurance During the performance of this Contract, the Contractor herein assures the County, that said Contractor is in compliance with Title VII of the 1964 Civil Rights Act, as amended, and the Florida Human Rights Act of 1977 in that the Contractor does not on the grounds of race, color national origin, religion, sex, age, disability or marital status, discriminate in any form or manner against said Contractor's employees or applicants for employment. The Contractor understands and agrees that this Contract is conditioned upon the veracity of this Statement of Assurance. Furthermore, the Contractor herein assures the County that said Contractor will comply with Title VI of the Civil Rights Act of 1964 when federal grant(s) is/are involved. This Statement of Assurance shall include Vietnam -Era Veterans and Disabled Veterans within its protective range of applicability. 5.33. Suspension of Work Upon seven (7) Days written notice to the Contractor, the County may, without cause and without prejudice to any other right or remedy, elect to abandon the Work and/or Project and terminate this Contract. In such case the Contractor shall be paid for all Work executed and/or goods delivered to and accepted by the County. 5.34. Termination for Contractor Engaging in Business Operations in Cuba or Syria and Termination for Contractor Being on the Scrutinized Companies Lists Set Forth in Florida Statutes, Section 287.135 Contractor is advised that Section 287.135, Florida Statutes, prohibits agencies and governmental entities from contracting with a company for goods and/or services of One Million Dollars ($1,000,000) or more if such company (i) is engaged in business operations in Cuba or Syria, (ii) is on the Scrutinized Companies that Boycott Israel List (created pursuant to Florida Statutes, Section 215.4725), (iii) is on the Scrutinized Companies with Activities in Hillsborough County Board of County Commissioners Page 58 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Contract Terms and Conditions 18122,3 Sudan List (created pursuant to Florida Statutes, Section 215.473), or (iv) is on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List (created pursuant to Florida Statutes, Section 215.473). The County reserves the right to terminate the Contract if the County discovers that the Contractor has submitted a false certification regarding the Contractor's business operations in Cuba or Syria and/or the Contractor's presence on the Scrutinized Companies that Boycott Israel List, the Scrutinized Companies with Activities in Sudan List, and/or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List (hereinafter referred to collectively as the "Scrutinized Companies Lists"). In addition, the County reserves the right to terminate the Contract if, prior to the award of the Contract or during the Contract Period, the Contractor engages in business operations in Cuba or Syria and/or the Contractor has been placed on one or more of the Scrutinized Companies Lists. Hillsborough County Board of County Commissioners Page 59 of 59 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B sTA"1'E OF NEW JERSEY ,,. DEPARTMENT OF LA11' AND PUBLIC SAFETY / fT\ DIVISION OF CONSUMER Af FAfItS OFFICE O1 WEIGHTSAND MEASURES . 1261 ROUTES i & 9 SOUTIi AVEN1?L, NEW.JERSEY 07001 STATEMENT OF ACCURACY Test No. NJ190777 Date: January 18, 2019 Certificate for: National Metering Set -vices, Inc. 163 Schuyler Avenue Kearny, NJ 07032 Submitted by: Same This is to certify that the Meter Provers designated below have been compared wilh the standards of the State of New Jersey, in the possession of the State Superintendent of Weights and Measures, and are traceable to the National institute of Standards and Technology and have the following corrections/values on this date. DESIGNATION 1 - Mars Company 100 gallon meter Proving tank. Serial No. NMS I Reference marks a 100 gallons and 10 cubic feet. 1 - Mars Company 10 gallon meter Proving tank. Serial No. NMS 2 Reference marks rr 10 gallons and 1 cubic foot. VALUES Meniscus reading indicates 100 gallons or 10 ft3 at reference marks. NJ Weights and Measures Sticker No. 000043-19 affixed to this device. Meniscus reading indicates 10 gallons or 1 1`0 at reference marks. NJ Weights and Measures Sticker No. 000044-19 affixed to this device. UNCERTAINTY"; + 46 in f 4.7 in' The expanded uncertainty is the root sum of squares of the process uncertainty, type A, and the standard uncertainties, type B. The combined standard uncertainty is multiplied by a coverage factor, k, to give an expanded uncertainty, which defines an interval having a level of confidence of approximately 95 percent. The expanded uncertainty presented in this report in consisten with the 2008 ISO/tEC Guide to the Expression of Uncertainty in Measurement. This certificate shail not be reproduced except in full without the written permission of the State Superintendent of 1Veights and Me; Nir. David Freed Actiub State Superintendent DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B STATE Or NEW JERSEY DEPARTMENT OF LAW AND PUBLIC SA17ETY T DIVISION OIL CONSUMER AFFAIRS OFFICE OF WEIGHTS AND MEASURES �"•- 1261 ROUTES 1 & 9 SOUTH m AVENEL, NENS' JERSEY 07001 STATEMENT OF ACCURACY Test No. NJ190778 Date: January 18, 2019 Certificate for: National Metering Services, Inc. 163 Schuyler Avenue Kearny, NJ 07032 Submitted by: Same This is to certify that the Meter Provers designated below have been compared with the standards of the State of New Jersey, in the possession of the State Superintendent of Weights and Measures, and are traceable to the National Institute of Standards and Technology and have the following corrections/values on this date: DESIGNATION I - Mars Company 100 gallon meter Proving tank. Serial No. NMS 3 Reference marks@ 100 gallons and 10 cubic feet. 1 - Mars Company 10 nallon meter Proving tank. Serial No. NMS 4 Reference marks rt 10 gallons and I cubic root. VALUES Meniscus reading indicates 100 gallons or 10 ft3 at reference marks. NJ Weights and Measures Sticker No. 000045-19 affixed to this device. Meniscus reading indicates 10 gallons or 1 ft3 at reference marks. NJ Weights and Measures Sticker No. 000046-19 affixed to this device. UNCERTAINTY` t 46 in' ± 4.7 in * The expanded uncertainty is the root sum of squares of the process uncertainty, type A, and the standard uncertainties, type B. The combined standard uncertainty is multiplied by a coverage factor, k, to give an expanded uncertainty, which defines an interval having a level of confidence of approximately 95 percent. The expanded uncertainty presented in this report in consisten with the 20081SO/IEC Guide to the Expression or Uncertainty in Measurement. This certificate shall not be reproduced except in full without the Written permission of the State Superintendent of Weights and N1eas r�- Nis% David Freed Acting State Superintendent DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B STATE OF NEW JERSEV DEPAR'rMI?N'r OF 1,1111' AND PUI31.1C sAI'rl' DIVISION OF CONSUMER AFFA11ts �,; }° • . OFFICE OI- WEIGHTS AND MEASURES i 1261 ROU'rlsS I & 9 SOUTH AVENEL, NEW JERSrV 07001 STATEMENT OF ACCURACY 'Pest No. NJ190779 Date: January 18, UP Certificate for: National Metering Services, Inc. 163 Schuyier Avenue Kearny, NJ 07032 Submitted by: Same This is to certify that the Meter Provers designated below have been compared with the standards of tlse State of New Jersey, in the possession of the State Superintendent of Weights and Measures, and are traceable to the National Institute of Standards and Technology and have the following corrections/values on this date: DESIGNATION 1 - Mars Company 100 gallon meter Proving tank. Serial No. NJ160772A Reference marks@ 100 gallons and 10 cubic feet. 1 - Mars Company 10 gallon meter Proving tank. Serial No. N3160772B Reference marks a 10 gallons and I cubic foot. VALUES Meniscus reading indicates 100 gallons or 10 ft3 at reference marks. NJ Weights and Measures Sticker No. 000047-19 affixed to this device. Meniscus reading indicates 10 gallons or 1 ft3 at reference marks. NJ Weights and Measures Sticker No. 000048-19 affixed to this device. UNCERTAINTY* ± 46 in3 f 4.7 in' %k The expanded uncertainty is the root sum of squares of the process uncertainty, type A, and the standard uncertainties, type B. The combined standard uncertainty is multiplied by a coverage factor, k, to give an expanded uncertainty, which defines an interval having o level of confidence of approximately 95 percent. The expanded uncertainty presented in this report in consisten with the 2008 ISOIIEC Guide to the Expression of Uncertainty in Measurement. This certificate shall not be reproduced except in full %vithotit the written permission of the State Superintendent or weights and Ile Mr. David Freed Utillo Stale Superintendent DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Test No. Certificate for: Submitted by: STATE OF NEW JERSEY 1)L- I'MCI-MENT OF LAM' AND I'LlBLIC SAFETY DIVISION 01- CONSUMER AFFAIRS OFFICE OF WEIGHTS AND NIEASURES 1261 ROUTES 1 & 9 sounl AVRNEL, NEW JEI1SE)' 07001 STATEMENT Or ACCURACY NJ190780 National Metering Services, Inc. 163 Schuyler Avenue Kearny, NJ 07032 Same Date: January 18, 2019 This is to certify that the Meter Prover designated below has been compared ivith the standards of the State of New Jersey, in the possession of the State Superintendent of Weights and Measures, and is traceable to the National Institute of Standards and Technology and have the following corrections/values on this (late: DESIGNATION I - Ford 1000 gal 'Water Meter Proving Tank. Serial No. NJ160773. Reference marls at 500 gallons, 1000 gallons, and 100 ft3. VALUES Meniscus reading indicates 500 gallons, 1000 gallons, or 100 W at reference nnarks. NJ Weights and Measures Sticker No. 000049-19 affixed to this device. UNCERTAINTY* ± 460 in "file expanded uncertainty is the root sum of squares of the process uncertainty, type A, and the standard uncertainties, type B. The combined standard uncertainty is multiplied by a coverage factor, k, to give all expanded uncertainty, which defines an interval having a level of confidence of approximately 95 percent. The expanded uncertainty presented in this report in consisten with the 2008 ISO/1EC Guide to the Expression of Uncertainty in Measurement. This certificate shall not be reproduced except in full without the written permission of the State Superintendent ol'11'eights and IN Mr. David Freed :Acting State Superintendent DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Negotiated Points with Selected Proposer, National Metering Point No. 1 Pricing — Hillsborough would like additional pricing for R900i ProCoder registers (no meter body) to be used for retrofitting of current Neptune meters in the ground. The estimated total retrofits over 10 years are 18,000 registers. Year 1 estimations are 3,500. (See AMI Routes attachment.) National Metering Response - o The price for a R900i ProCoder register is $194.50. o The price for the installing a R900i ProCoder register is $27.00 Point No. 2 • Subsequent years are still being analyzed. Retrofitting may accelerate the project. Budgeted total amounts over the 10-year plan have not changed. National Metering Response - Noted and Agreed Point No. 3 • Hillsborough will institute a plan to buy additional new meters outside of this replace/retrofit plan. These "new service installation AMI meters" will be procured separately but Hillsborough would like assurances that these unit prices will be extended to the new installation purchases for the first year of this contract. National Metering Response - Yes, RFP pricing will be extended to new installation purchases. Point No. 4 • Hillsborough does not wish to purchase the exit testing options. National Metering Response - Based on discussion and analysis of the net cost of the testing services giving full force and effect of the scrap credits to be received, Hillsborough County accepts the exit testing offered in National's RFP response. Point No. 5 Head End System (HES) — • Communications files inbound and outbound with Oracle ADK shall be in .xml format for automated integration. National Metering Response - Based on conversations by and between, Neptune, Oracle and Hillsborough staff, this is requirement is Noted and Agreed. 18122,3 - Advance Metering Infrastructure System (AMI) Page 1 of 7 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Negotiated Points with Selected Proposer, National Metering Point No. 6 • Oracle's SMM_026_Foundation_Design_Final.doc is attached and shall be used to prepare proper file layouts National Metering Response - The above statement is Noted and Agreed. However, Neptune does require additional communication with Oracle for full understanding of the document prior to implementation. Pricing remains as stated in original pricing schedule. Point No. 7 • Hillsborough will change its stated configuration of % hour recorded reads to 1-hour intervals to meet the proposed base product. National Metering Response - While Hillsborough County will get hourly data for a large population of meters there will be some radios that will not communicate hourly data due to proximity to Gateways, at a minimum they will see the 98.5% over a 72-hour period. Point No. 8 • HES shall be integrated with the County ESRI system for mapping function. National Metering Response - Noted and Agreed Point No. 9 Inventory Control — • Meters to be installed in Hillsborough must first be introduced into our Oracle CC&B system for inventory. The file must be in a .xls format containing Sequence #, Badge #, Pallet #, and Serial # as base requirements. An example is attached. National Metering Response - This format should not be a problem. Point No. 10 Public Information Campaigns — • Mail to or tag 95% or better of affected customers with advance notices. Notice to be received potential 3 or more days in advance of installation. National Metering Response - Noted and Agreed 18122,3 - Advance Metering Infrastructure System (AMI) Page 2 of 7 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Negotiated Points with Selected Proposer, National Metering Point No. 11 • All notices to be approved in advance by Hillsborough's Communications Department. National Metering Response - Noted and Agreed Point No. 12 • The Communications Department may have other stipulations such as Yard signs or attendance at Neighborhood meetings. National Metering Response - Noted and Agreed Point No. 13 Meter traits — • Hillsborough to use Neptune 5/8" and 1" Positive Displacement meters. National Metering Response - Noted and Agreed Point No. 14 • Hillsborough to use Pro -Coder registers. National Metering Response - Noted and Agreed Point No. 15 • Meters to measure in gallons down to the tenth of a gallon on the mechanical dial. National Metering Response - Noted and Agreed Point No. 16 • Meters to have a white face with a red sweep -hand to indicate 100ths of gallons. National Metering Response - Noted and Agreed Point No. 17 • "Hillsborough County" engraved/stamped on register cover. National Metering Response - Hillsborough withdraws this requirement with the understanding and acknowledgment that it is anticipated that Neptune will have the capability to fulfill this requirement at some time in the future. 18122,3 - Advance Metering Infrastructure System (AMI) Page 3 of 7 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Negotiated Points with Selected Proposer, National Metering Point No. 18 • Manufacturing date on register face. National Metering Response - Noted and Agreed Point No. 19 • Assurances are needed from Neptune that bottom plates on meters provided, if plastic, shall not leak, and if they do, will be replaced with metallic plates; and, in the event this is a prevalent problem (more than 100 documented occurrences) then the future deliverables will have metallic bottoms as a standard with no per -unit cost increase. National Metering Response - The small number of meters that had leaks in the bottom of the meter were due to a "pinched" gasket and would have happened with a polymer of metal bottom plate. New procedures have been implemented and this should not be an issue. Neptune does agree to Hillsborough County's request above. Point No. 20 Installation — • Hillsborough will provide an analysis of areas to receive Automated Metering Infrastructure to include the manufacturer and age of meter. As mentioned in Pricing above, it is our intent to retrofit registers on Neptune meters manufactured from 2013 on; and replace Neptune meters 2012 and older. Any meter from any other manufacturer shall be completely replaced. National Metering Response - Noted and Agreed Point No. 21 • As a part of the analysis mentioned above Hillsborough will also project a window of installation for each route. That window will be two to 3 weeks long. The routes are usually 450 to 600 meters in quantity. Hillsborough prefers the entire route to be retrofitted and/or exchanged within that period. If not finished, then cease work in that route until the same period the following month. National Metering Response - Noted and Agreed Point No. 22 • Installation/Retrofits shall occur in no more than 4 routes at one time. National Metering Response - Noted and Agreed 18122,3 - Advance Metering Infrastructure System (AMI) Page 4 of 7 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Negotiated Points with Selected Proposer, National Metering Point No. 23 • Hillsborough's Project Manager is the ultimate authority on the speed of installation and routes to be accomplished. National Metering Response - Noted and Agreed Point No. 24 • If meter coupling is buried under the meter box frame and the frame is in dirt then installer to reposition box as needed. National Metering Response - Noted and Agreed Point No. 25 • If the box is encased in any material other than soil then County has obligation/option to re- locate/repair. National Metering Response - Noted and Agreed Point No. 26 • As mentioned in Inventory Control above all meters and/or registers are to be placed into Hillsborough Inventory before installing at premises. National Metering Response - Noted and Agreed Point No. 27 • Warranty for leaks shall be extended to 45 days to allow for full billing and collections cycle to end and offer the best chance for discovery. National Metering Response - Noted and Agreed Point No. 28 • National Metering vehicles to have magnetic signage affixed to identify crews as "contractors for Hillsborough County." Design to be approved by Hillsborough's Communications Dept. National Metering Response - Noted and Agreed 18122,3 - Advance Metering Infrastructure System (AMI) Page 5 of 7 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Negotiated Points with Selected Proposer, National Metering Point No. 29 Line Breaks — • In the event of a service line break, National Metering shall notify the County designee for evaluation and consultation. National Metering Response - Noted and Agreed Point No. 30 • National Metering will follow County protocol for fixing said breaks up to and including boil water notices, flushing, testing, etc. National Metering Response - Noted and Agreed Point No. 31 • National metering is responsible for the completion of repairs. National Metering Response - Noted and Agreed Point No. 32 • The county is to make the final inspection of remediation and be the determinant of completion. National Metering Response - Noted and Agreed Point No. 33 Recycling Credits — • Are credits given for meters of any manufacturer or just Neptune meters? National Metering Response - Credits will be given for all brass bodied meters. No credit will be given for composite or plastic meters. Point No. 34 • Hillsborough would like to increase the credit amount to $3.50 rather than $3.00 to get closer to the approximate $4+ credit received currently received in another contract. Hillsborough appreciates the fact that National Metering would handle all of the processing needed and that value makes up the gap. 18122,3 - Advance Metering Infrastructure System (AMI) Page 6 of 7 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Negotiated Points with Selected Proposer, National Metering National Metering Response - Noted and Agreed Point No. 35 General Comments — • All supplemental submissions made in paper or orally during presentations and/or amended in writing thereafter these negotiations shall become a part of the bid proposal and subsequent contracted services. National Metering Response - Noted and Agreed Point No. 36 • The installation ofAMI will necessitate route reorganization. Suggestions, reporting, propagation studies, and/or software help are invited to make this a successful partnership. National Metering Response - Noted and Agreed 18122,3 - Advance Metering Infrastructure System (AMI) Page 7 of 7 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B EXHIBIT B National Metering Serivices, Inc. Hillsborough County Advanced Metering Infrastructure System - AMI RFP - 18122,3 Pricing Sheet Item # Description Quantity Unit Price Extended Price LoRa Data Collection Units, includes installation and 1 maintenance 9 $ 13,333.33 $ 120,000.00 2 Neptune 360 AMI Software, per meter, per year 8,100 $ 1.67 $ 13,527.00 3 Neptune 360 Advanced Set up Fee 1 $ 3,250.00 $ 3,250.00 4 Neptune 360 On Site Training - 8 Hr 1 $ 1,500.00 $ 1,500.00 5 5/8" x 3/4" T-10 PLS 302 ProCoder, R900i v5 Pit Gal 8,000 $ 214.50 $ 1,716,000.00 6 1" T-10 BRZ 302 ProCoder R900i v5 Pit Gal 100 $ 275.00 $ 27,500.00 7 Neptune R900i Procoder Register (only) 1 $ 194.50 $ 194.50 8 Installation of R900i Procoder Register (Retrofit) 1 $ 27.00 $ 27.00 9 Neptune R900i Procoder Register - Reclaimed (only) 1 $ 194.50 $ 194.50 Installation of R900i Procoder Register - Reclaimed 10 (Retrofit) 1 $ 27.00 $ 27.00 11 MRX920v4 Assembly Complete (Drive - by reader) 1 $ 6,050.00 $ 6,050.00 12 R900 Bluetooth Belt Clip Tranceiver 3.0 System 1 $ 2,145.00 $ 2,145.00 13 Water Smart Customer Portal - One time Set up fee 1 $ 7,500.00 $ 7,500.00 Water Smart Customer Portal Annual Subscription Fee / 14 meter/ year 8,100 $ 2.00 $ 16,200.00 15 Water Smart Customer Portal Single Sign On Charge 1 $ 5,000.00 $ 5,000.00 Installation of 5/8" x 3/4" to 1" meter in pit with Radio 16 install 8,100 $ 34.00 $ 275,400.00 17 Replace check valve - each (provided by the County) 1 $ 36.00 $ 36.00 Subtotal $ 2,194,551.00 Optional Meter Testing and Meter Recycling 18 Exit Test of 5/8" x 3/4" meter 8,000 $ 6.00 $ 48,000.00 19 Recycling Credit for 5/8" x 3/4" brass meter 8,000 $ (3.50) $ (28,000.00) 20 Exit Test of 1" meter 100 $ 9.00 $ 900.00 21 Recycling Credit for 1" brass meter 100 $ (6.00) $ (600.00) Subtotal $ 20,300.00 Grand Total $ 2,214,851.00 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B AGREEMENT THIS AGREEMENT is made and entered into this day of 20 (award date for projects subject thereto) by and between the BOARD OF COUNTY COMMISSIONERS OF HILLSBOROUGH COUNTY, FLORIDA, hereinafter called County; and National Metering Services, Inc., hereinafter called Contractor, WITNESSETH THAT: In consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows 1. Pursuant to the requirements set forth within this Solicitation Document RFS No.18122.3 titled Advanced Metering Infrastructure System, the Contractor shall provide the labor, Services, materials, Work and all appurtenances thereto. 2. The following sections of this Solicitation Document are hereby incorporated into this Agreement by reference: Instructions, General Terms and Conditions, Special Terms and Conditions, Specifications, all Amendment(s) issued, all attachments to this Solicitation Document, and the Offer. 3. The Contractor shall furnish, at its own cost and expense, all equipment, tools, materials and labor of every description necessary to carry out and complete said Services/Work in a good, firm, substantial and workmanlike manner. 4. This Agreement shall be in effect for a 10 year period (ending on the last day of the final month) from the effective date of the Contract as established by the CountVs Blanket Purchase Agreement (BPA) or Contract Purchase Agreement (CPA). The Contractor shall commence performance of Services/Work required hereunder on said beginning date unless otherwise stated herein. 5. indemnification (General Liability): The Contractor shall indemnify, hold harmless, and defend the County and the Board of County Commissioners, their agents and employees and anyone directly or indirectly employed by either of them, from and against any and all liabilities, losses, claims, damages, demands, expenses or actions, either at law or in equity, including court costs and attorneys' fees, that may hereafter at anytime be made or brought by anyone on account of personal injury, property damage, loss of monies, or other loss, to the extent caused or incurred, as a result of any negligent, wrongful, or intentional act or omission of, or based on any act of fraud or defalcation by the Contractor, or anyone performing any act required of the Contractor in connection with performance of the Contract awarded pursuant to this Solicitation Document. These obligations shall survive acceptance of any goods/Work and/or performance and payment therefore by the County. 6_ Including the provisions contained in this Agreement, the Contractor and the County shall adhere to all provisions contained in the Contract Documents, the same being incorporated as part of this Agreement by reference. 7. The County shall pay and the Contractor shall accept as full compensation for all Work done and materials furnished; for all costs and expenses incurred, and loss or damages sustained by reason of action of the elements or growing out of the nature of the Work, or from any unforeseen obstruction or difficulties encountered in the prosecution of the Work; for all expenses incurred by, or in consequence of the suspension or discontinuance of the Work herein specified; and for well and faithfully completing the Work, the whole thereof, therein provided, and maintaining the Work in good condition until the final payment is made, an amount based upon the actual quantities of Work and materials utilized in constructing the Project, compensable at the unit prices shown in the Contractor's Offer , however, in no event shall the total compensation paid under the terms of this Agreement exceed $20,000,000.00 for RFS No.18122 3 Advanced Metering Infrastructure System unless otherwise authorized by the County in a Modification Agreement. The County and the Contractor acknowledge that the total price shown in the Contractor's Offer is based upon the extension of the unit prices and estimated quantities shown in the Contractor's Offer. The County and the Contractor acknowledge that the performance of this Contract may require changes in the item quantities shown in the Contractor's Offer which changes may result in adjustments in the pay quantities which comprise elements of the total price shown in Contractor's Offer. All such changes and Revised: 1/22/2016 F, DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B adjustments shall be accomplished by Modification Agreement(s) issued in accordance with the provisions of these Contract Documents. 8. Contractor understands and agrees that during the fiscal year in which this Agreement is entered into, the County will have sufficient unencumbered funds to cover payment for the goods, Services and/or Work to be provided under this Agreement during said fiscal year. 9. During the performance of this Agreement, the Contractor herein assures the County that said Contractor is in compliance with Title VII of the 1964 Civil Rights Act, as amended, and the Florida Civil Rights Act of 1992 in that the Contractor does not on the grounds of race, color, national origin, religion, sex, age, disability or marital status, discriminate in any form or manner against said Contractor's employees or applicants for employment. The Contractor understands and agrees that this Agreement is conditioned upon the veracity of this Statement of Assurance. Furthermore, the Contractor herein assures the County that said Contractor will comply with Title VI of the Civil Rights Act of 1964 when Federal grants) is/are involved. Other applicable Federal and State laws, executive orders and regulations prohibiting the type of discrimination as hereinabove delineated are included by this reference thereto. This Statement of Assurance shall be interpreted to include Vietnam Era Veterans and Disabled Veterans within its protective range of applicability. 10. The Contractor shall comply with Hillsborough County, Florida — Code of Ordinances and Laws, Part A, Chapter 30, Article II (Hillsborough County Human Rights Ordinance) as amended, which prohibits illegal discrimination on the basis of actual or perceived race, color, sex, age, religion, national origin, disability, marital status, sexual orientation, or gender identity or expression, in employment, public accommodations, real estate transactions and practices, County contracting and procurement activities, and credit extension practices. 11. This Agreement shall be contingent upon the Contractor furnishing the County, when required, a certificate of Competency, Certificate(s) of Insurance, Performance Bond, Payment Bond, and any other such documents as required in this Contract within ten (10) Days after the Notice of Award. 12. This Agreement may only be amended or modified by a written instrument executed by the County and the Contractor, except for Unilateral Change Orders and Unilateral Extensions, as provided for in the General Terms and Conditions. 13. Unless otherwise specified, this Agreement shall be governed by the laws, rules, and regulations of Florida, or the laws, rules, and regulations of the United States when providing Services and/or Work funded by the United States government and venue shall be in Hillsborough County, Florida. 14. Termination for breach: Unless the Contractor's breach is waived, the County may, upon the giving of written notice, terminate this Agreement for said breach. Waiver of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach; nor shall it be construed to be a modification of this Agreement. The aforesaid termination notice shall be considered received by the Contractor and the County if delivered in person with written proof thereof, or when deposited in the U.S. Mail, in a prepaid wrapper marked certified, return receipt requested. 15. Notice - Any notice required by this Agreement shall be given to the following representatives of the parties: COUNTY: CONTRACTOR: National Metering Services, Inc. 163 Schuyler Avenue, P.O. Box 491 Kearny, New Jersey 07032 16. The foregoing constitutes the entire Agreement between the parties with respect to the subject matter contained herein. Revised: 1/22/2016 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. ATTEST: PAT FRANK COUNTY: HILLSBOROUGH COUNTY CLERK OF CIRCUIT COURT FLORIDA BY: BY: DEPUTY CLERK CHAIRMAN, BOARD OF COUNTY COMMISSIONERS ATTEST: CONTRACTOR: National Metering Services, Inc. WITNESS AUTH I CORPORATE OFFICER OR INDIVIDUAL (SIGN BEFORE NOTARY PUBIC) Richard Verdiramo WITNESS (Printed Name Of Signer) Business Development Director (Title) 201-628-2845 (Phone) 2/18/2020 (Date) BY Approved As To Form Sufficiency. Revised: 1/22/2016 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B Mati6nal ilwetenbg r. SERVICE'S, ING, THIS S0FPNARE-AS-A-SERVICE AGREEMENT ("AGREEMENT") IS ENTERED INTO BETWEEN THE FOLLOWING PARTIES (EACH INDIVIDUALLY, A "PARTY AND COLLECTIVELY, THE "PARTIES"): NATIONAL METERING SERVICES, INC. 163 SCHIIYLER AVE, PO BOX 491 KEARNY, NEW JERSEY 07032 ("NATIONAL METERING SERVICES") and. Hillsborough County Florida 601 E. Kennedy Blvd, 25th Floor Tampa, FL 33602 ("CUSTOMER") The effective date of this Agreement is January 27, 2020 ("Effective Date"). Approved: Hillsborough County Florida By: (Authoriud $ignatnre) Printed Name: Title: Approval L?a e Dcpt_ Purchasin8 County Atty..- Approved National l �te ' S , Inc. By: � u//tarizeci Siynatum) /-tt Printed Name: Title. January 27, 2020 Page 1 of 12 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B SOFTWARE -AS -A -SERVICE AGREEMENT This Agreement sets forth the terms and conditions whereby National Metering Services agrees to provide Customer with software, related documentation, and support. For mutual consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: t. Definitions: a. Affiliated ,Parties - employees, officers, directors, agents, and financial, legal, and other advisors and affiliates (including a parent, subsidiary, or other related company) of a Party. b. APIs- published. National Metering Services application programming interfaces. c. Application -National Metering Services SaaS application, Neptune 360. d. Confidential CNfornintion. - any information that is not generally known outside the Discloser relating to any aspect of business of the Discloser, whether existing or foreseeable, including but not limited to: project files; product designs, processes; new or existing product development; production characteristics; testing procedures and results thereof; engineering evaluations and reports; know-how, trade secrets, business plans, financial statements and projections; Consumer lists and information; software and computer programs, including source code; training manuals, - policy and procedure manuals; price and cost information; and any information received by the Discloser under an obligation of confidentiality to a third -party.. A "Recipient' receives Confidential Information; a "Discloser" discloses Confidential Information_ e. Connectivity - the ability for data collection Devices to send readings through a network to the Application, assuming the Devices are operational. f. Consumer - Customer's clients, both residential and commercial_ g. Custorer Data - any data and non-public information provided to National Metering Services by CU5tUr net. h_ Devices - radio devices that interface with meters or other sensors and redistribute data over networks. L Documentation - any user manuals, reference manuals, release, application and methodology notes, written utility programs and other materials in any form provided by National Metering Services j_ Iudeinnifed Persons - Customer or its Consumers or Affiliated Parties. k. Initial Term - as defined in Section 4. 1. Kq - a license key provided by National Metering Services pertaining to the API. m. Maintenance Window - a scheduled outage of services for planned changes, upgrades, and/or repairs for the Application. n. Service Level Objectives -as defined in Section 3. o. Software as a Service (SaaS) - a software model in which National Metering Services Application is delivered on a subscription basis and managed remotely via an online network. p. Term - as defined in Section 4. 2_ Services. Customer shall not use, and shall not permit the use of, the Service by any unauthorized third -parties- Unless mutually agreed in writing, the Services include only the following: January 27, 2020 Page 2 of 12 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B SOFTII ARE -AS -A -SERVICE AGREEMENT a. .Providing Customer secure access to the hosted Application; b_ Providing application, server and Application monitoring, security monitoring, and database preventive maintenance monitoring; c. Providing telephone support at 1-800-647.4832 Monday -Friday from 7:00am-5,00pm central time, excluding corporate holidays and email support at support@neptunetg,com; d. Providing updates, with prior notice via email, and upgrades to the Application. 3. Service Level Objectives: a. Availability. National Metering Services will use commercially reasonable efforts to provide at least 99% uptime of the SaaS Application, less Maintenance Windows. b. Ticket Tssuirnee. National Metering Services will open a trouble ticket upon the earlier to occur of: (i) when National Metering Services first observes an issue; or (ii) when Customer first reports the issue. if an issue relates to Customer's system and National Metering Services becomes aware of the issue, National Metering Services will promptly report this information to Customer. Technical support hours are Monday -Friday from 7arn-5pm Central Time. National Metering Services commitment is to open a ticket and respond to said ticket within 24 hours of issue identification. c. Response Time. The urgency and time to correct will be dependent upon the issue itself and its impact to the Customer to perform billing functions (a "Billing Impediment"). National Metering Services shall prioritize the correction of any Billing Impeediment and shall endeavor to correct such problems within 72 hours after issue identification. Other issues are considered a bug and fixes will be implemented upon an assigned software major or minor release schedule. d. Service Failures. If at any time during the Term a Billing Impediment goes unresolved within the window above, Customer's exclusive remedies include, at Customer's election, a credit for one (1) month of Service or termination of this Agreement with repayment of any prepaid fees on a prorated basis. 4. Term and Termination: a. The "Initial Term" of this Agreement is as agreed upon in the Purchase Order between Hillsborough County Florida and National Metering Services, Inc. b. By Customer. Customer may terminate this Agreement and any Exhibits at any time without cause prior to the expiration of the then current Term without refund. c. By National Metering Services. National Metering Services may immediately terminate this Agreement and any Exhibits should (a) Customer fail to cure its breach of this Agreement within 30 days of notice by National Metering Services or (b) should Customer breach this Agreement in an incurable way. d. Data almership and Rights upon Tm-ainati'on. Any data and information provided to National metering Services by Customer or its Consumers ("Customer Data") remains the property of Customer. Customer grants to National Metering Services the right and license to host, access, store, and use the Customer Data for the purposes of National Metering Services' performance pursuant to this Agreement, including, but not limited to for the purposes of providing and maintaining the Service. Upon expiration or termination of this Agreement, National Metering January 27, 2020 Page 3 of 12 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B SOFTWARE -AS -A -SERVICE AGREEMENT Services will no longer provide the Service and Customer may no longer use the Service. Following such expiration or termination, so long as Customer is current in all payments to National Metering Services, upon the written request of the Customer made within thirty (30) days after the effective date of the expiration or termination, National Metering Services will use commercially reasonable efforts to prepare For export or download any Customer Data, with such export or download to be made in a mutually agreed format. After such thirty (30) day period, National Metering Services has no obligation to maintain or provide the Customer Data, and National Metering Services shall delete or destroy all Customer Data (and all copies of Customer Data) in its systems or otherwise in its possession or control, unless prohibited by law. e. Billing and Payment. Billing and Payment terms are as agreed upon in the Purchase Order between Hillsborough County Florida and National Metering Services, 5. Force Majeure. National Metering Services shall incur no liability of any kind to Customer due to (i) causes unrelated to the Application or the provision of Services, including, but not limited to, any disruption in Customer's networks notadministered by national Metering Services or any disruption in the Internet or World Wide Web, or (ii) any other causes beyond National Metering Services' reasonable control, including, but not limited to, acts of God, war, terrorism, electrical storm, wind storm, tornado, hurricane, strikes or Iack of access to equipment at Customer's site or Subscriber modules. National Metering Services does not guarantee network security, or the integrity of any data which is sent over, backed up, stored or subject to load balancing. 5. Disclaimer of Warranties. OTHER THAN THE SERVICE LEVELS LISTED ABOVE, NATIONAL METERING SERVICES DOES NOT MAKE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES RENDERED HEREUNDER, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO SUCH SERVICES, INCLUDING, BUT NOT LIN41TED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANT1131LITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NATIONAL METERING SERVICES EXPRESSLY DISCLAIMS SUCH WARRANTIES AND CONDITIONS. 7, Application Programming Interfaces: a. License. For the sole purpose of creating an interface between the Application and software or applications licensed by Customer from third parties, National Metering Services hereby grants to Customer a non-exclusive, non -transferable license to use APts. National Metering Services will provide to Customer Documentation related to the APIs, and National Metering Services grants Customer a non-exclusive, non -transferable license to use one copy of the Documentation solely in furtherance of the license granted herein. b. Limitations on Rights of Use. Customer shall not use the API for any other purpose except as expressly authorized in this Agreement and Documentation. National Metering Services reserves the right to make the APIs available to Customer only pursuant to a Key. Customer will not disclose the Key to, or allow the use of the Key by, any third party other than the third party. National Metering Services will provide Customer the APIs in object code only_ National Metering Services reserves the right to encrypt the API as it deems appropriate. Customer has no other rights in the object code or source code of the API. Customer may not disassemble, decompile, reverse translate or apply any other procedure to a non -source code delivered API. If Customer has relationships with additional utilities (or other entities) that are National Metering Services' customers and Customer desires to use APIs or 5aaS with other National Metering Services' customers, then Customer must enter into a separate agreement with National Metering Services and such customer_ Any rights in API(s) and the Documentation not expressly granted January 27, 2020 Page 4 of 12 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B SOFTWARE -AS -A -SERVICE AGREEMENT to Customer in this Agreement shall remain with National Metering Services. c. Upgrades, National Metering Services may make changes to the APIs from time to time. National Metering Services will make commercially reasonable efforts to maintain backward compatibility of the APIs but makes no guarantees and assumes no obligation to ensure backward compatibility. APIs may not remain compatible with third party software or programs after changes to the APIs, changes to third party software or programs, or changes to the SaaS_ 8. Limitation of Liability. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL NATIONAL METERING SERVICES BE LIAI3LE TO CUSTOMER, ANY SUBSCRIBER OR ANY OTHER THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL. DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWIILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, COSTS OF PROCURING SUBSTITUTE GOODS, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR ANY EXHIBIT OR THE PROVISION OR NON -PROVISION OF THE SERVICE (WHETHER IN CONTRACT, `PORT OR OTHERWISE), EVEN IF CUSTOMER, ANY SUBSCRIBER OR ANY SUCH THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NATIONAL METERING SERVICES LIABILITY FOR DAMAGES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE AGREEMENT OR ANY EXHIBIT OR THE PROVISION OR NON -PROVISION OF THE SERVICE (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE DIRECT DAMAGES, NOT TO EXCEED AN AGGREGATE OF THE AMOUNT PAID TO NATIONAL METERING SERVICES ON THE APPLICABLE PURCHASE ORDER. CUSTOMER HEREBY ACKOWLBDGES THAT WITHOUT THE LIMITATION OF LIABILITY SET FORTH HEREIN THE FEES CHARGED FOR THE SERVICE WOULD BE HIGHER. 9. Responsibilities of Customer: a. The procurement, compatibility, operation, security, support and maintenance of Customer's hardware and software (that are not the express subject of this Agreement) is the responsibility of Customer. b. Application user administration, including but not limited to the definition, management, and security of usernames and passwords are the sole responsibility of Customer. c. Customer represents and warrants to National Metering Services that it will hold at all relevant times all appropriate licenses and consents required to operate its business for which the Service is provided and that it will at all relevant times conduct its business in accordance with applicable law and regulation. Customer shall be responsible for the payment of any taxes, assessments or fees associated with the use of the Service. National Metering Services prohibits use of its Service in any way that: (i) is unlawful; (ii) interferes with use of the Application or the Internet by any other person or entity; (iii) infringes the intellectual property rights or privacy rights of any other person or entity; (iv) presents security or privacy risks, including, without limitation, interfering with or gaining unauthorized access to or otherwise violaWag the security of the Application or any other person or entity`s server, e-mail accounts, or data; or (v) is inconsistent with the terms and conditions of this Agreement. d. Connectivity with Customer. Unless otherwise modified by an Exhibit, Customer shall be solely responsible for supplying routing Connectivity between its network, its collection hardware, and the Application. January 27, 2020 Page 5 of 12 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B SOFTWARE-A5-A-SERVICE AGREEIVENT e. Equipiwnt Maintenance. Unless otherwise modified by an Exhibit, National Metering Services shall not be responsible for the maintenance of Customers' networks. 10. Indemnification. Upon notice and demand from Customer, National Metering Services shall promptly assume full responsibility for the defense, at National Metering Services' expense, of any claim, demand, proceeding or action that may be brought (or threatened to be brought) against Indemnified Persons alleging any of the following: (a) violation or infringement of any patent, trademark or copyright or of any contractual, intellectual property or other rights of any third parties arising out of the Services or the use or sale of any products provided in connection with the Services; (b) any loss or damage resulting from a breach of Section 11. Notwithstanding the foregoing, National Metering Services shall have no duty to indemnity Customer in the event of Customer's negligence. 11. Confidentiality: a. Recipient shall use Confidential Information only for performing under the Agreement and shall comply with all applicable laws in recipient s use of Confidential Information. Other than explicitly stated herein, nothing in this Agreement shall be construed as granting any rights to Recipient, by license or otherwise, to any Confidential. Information. To the extent allowed by law, recipient shall protect the Confidential Information by using the same degree of care as Recipient uses to protect its own confidential and proprietary information of a like nature, but not less than a reasonable degree of care. To the extent allowed by law, recipient shall not disclose or provide Confidential Information or any summary or derivative thereof to any third -party without the express prior written consent of Discloser in each instance. To the extent allowed by law, recipient shall take all commercially reasonable steps to ensure that the Confidential Information is not used or disclosed by its Affiliated Parties in violation of this Agreement. Recipient shall (i) not remove the copyright notice, trademarks and all other proprietary rights notices and (ii) reproduce all copyright notices, trademarks and all other proprietary rights notices contained in the Confidential Information. recipient shall only permit access to the Confidential Information to those Affiliated Parties who reasonably need to know such information to perform under this Agreement, Recipient shall .require that all such Affiliated Parties who have access to any Confidential Information execute, or be subject to, a written confidentiality agreement that protects such information at least to the same extent as provided in this Agreement prior to any such access. Recipient shall be responsible for any violation of this Agreement on the part of such Affiliated Parties, b. recipients duty to protect the Confidential Information, and to refrain from using such information except for performiung its obligations under this Agreement expires five years following the termination of this Agreement from the date of disclosure of such piece of Confidential Information; provided, however, that information that is a "trade secret" shall be kept confidential by Recipient until such information is no longer a "trade secret" under applicable law. Recipient and its Affiliated Parties shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in this Agreement and shall hold and maintain the Confidential Information in strictest confidence. Notwithstanding the foregoing, the Parties acknowledge that, pursuant to a Defense of Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable for the disclosure of a trade secret that. (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a Lawsuit or other proceeding. January 27, 2020 Page 6 of 12 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B SOFTWARE -AS -A -SERVICE AGREEMENT c. This Agreement imposes no obligation upon Recipient with respect to any information that: (a) is or becomes publicly known or publicly available or otherwise in the public domain through no act of Recipient or its Affiliated Parties; (b) is already known to, or in the possession of, Recipient or its Affiliated Parties at the time of the disclosure; (c) is rightfully received by Recipient or its Affiliated Parties from a third -party under no obligation of confidentiality to Discloser or Discloser's Affiliated Parties; (d) is disclosed by Recipient with Disclosers prior written approval; or (e) is required to be disclosed by order of a court or governmental agency; provided, however, that in such a case, Recipient shall immediately notify Discloser of such order to allow Discloser to seek a protective order or other appropriate relief. 12. Governing Law, Venue. The interpretation and construction of this Agreement, and all matters relating to this Agreement will be governed by the laws of the state in which Customer is located without giving effect to any conflict of law provisions thereof. Any legal action or proceeding with respect to this Agreement must be brought in the state in which Customer is located and by execution and. delivery of this Agreement, each party to this Agreement irrevocably submits itself in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts in any legal action or proceeding arising out of this Agreement. Each of the parties to this Agreement irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to in the preceding sentence. Nothing in this paragraph will affect or eliminate any right to serve process in any other manner permitted by law. PROVIDER IRREVOCABLY WANES ITS RIGHTS TO TRIAL BY JURY OF ANY CAUSE OR ACTION, CLAIM, COUNTERCLAIM OR CROSS -COMPLAINT IN ANY ACTION OR OTHER PROCEEDING WITH RESPECT TO ANY MATTER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY PORTION OF THIS AGREEMENT, WHETHER BASED UPON CONTRACTUAL, STATUTORY, TORTIOUS OR OTHER THEORIES OF LIABILITY. PROVIDER REPRESENTS THAT IT HAS CONSULTED WITH COUNSEL REGARDING THE MEANING AND EFFECT OF THE FOREGOING WAIVER OF ITS JURY TRIAL RIGHT. 13. Miscellaneous. Customer may not assign or otherwise transfer, by operation of law or otherwise, this Agreement or any of its rights or obligations thereunder without first obtaining the written consent of National Metering Services. National Metering Services may freely assign its rights and obligations under the SOAs and this Agreement to any party that succeeds to its interest in the assets used to provide the Service, whether by stock sale, asset sale or merger. This Agreement shall be binding upon and inure to the benefit of each party's permitted assigns and successors. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and shall supersede any prior proposals, understandings and agreements, whether written or oral, between the parties with respect to that subject matter. 'phis Agreement may not be amended or modified except by a written instrument executed by duly authorized representatives of the Parties. The headings in this Agreement, including all Section and subsection titles or captions, are inserted for convenience only and shall not constitute a part hereof nor affect the interpretation of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all- of which together shall constitute one and the same instrument. A facsimile copy of a counterpart shall have the same effect as an original. Any notice required or permitted by this Agreement shall be in writing, in English and delivered by overnight commercial courier (such as FedEx) providing proof of delivery, addressed as set forth on the bottom of the first page of this Agreement. January 27, 2020 Page 7 of 12 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B SOFTWARE -AS -A -SERVICE AGREEMENT _ EXHIBIT A NETWORK AS A SERVICE (NaaS) 1. Overview. This Exhibit describes the terms and conditions upon which National Metering Services shall provide these additional Network Services to Customer. The project is outlined in this Exhibit which involves the monitoring and communication of Devices within the Service Boundary, defined below ("Network Services"), 2, Definitions. All defined terms used in this Exhibit A are either defined herein or in the Agreement. Additional definitions include: a. Active Sensor — refers to Devices within the Service Boundary for which Network Services are being provided to Customer. Devices unable to connect with the Network due to a Force Majeure Event shall not be considered Active Sensors. b. Network --a Low Power Wide Area Network using LoRaWAN technology. c. Netroork Equipment — the device(s) (including gateways) and associated software (i.e., firmware, embedded operating systems, etc.) that establish and maintain the Network. d. Service Boundary —the area or location where the Network Services will be performed and the Network Equipment will be deployed, as identified in the map below_ e. Termi - as defined in Section 4. 3. Service Boundary and ANTI Devices. National Metering Services agrees to provide the Network Services in support of approximately —8,260 Meters for this AMI project. Locafibin : Address/Other. Description Customer Hillsborough County Florida 601 E. Kennedy Blvd, 250, Floor, Tampa, FL 33602 Service Boundary Defined for Hillsborough, County Florida AMI Project Ruskin Service Territory a. Service Boundanj The Service Boundary is outlined as below_ The service area boundary is generated by National Metering Services and is based on a meter address List provided by Hillsborough County Florida prior to execution of the Agreement. Note there is both coverage outside of the service boundary line and some non - covered gaps inside the service boundary line near the perimeter. The Network Plan is based on installation of three (3) LoRaWAN gateways on third party commercial assets. Locations are to be secured by National Metering Services or their LoRaWAN subcontractor. For the sake of defining the coverage area for this Agreement and Service Level Objectives (detailed in Section 4) National Metering Services agrees to provide the Network Services in support of approximately —8,260 meters within the Service Boundary as depicted in the map below for the Hillsborough County Florida Ruskin service territory area. January 27, 2020 Page 8 of 12 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B SOFTWARE -AS -A -SERVICE AGREEMENT b. AMf Device Deployment National Metering Services will be making a significant financial commitment to provide continuous LoRaWAN network coverage to Hillsborough County Florida for the term of this AMI project. Hillsborough County Florida acknowledges this commitment and in turn commits to the following schedule and volumes for meter deployment. January 27, 2020 Page 9 of 12 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B SOFTWARE-AS-A-SERV[CE AGREEMENT Hillsborough County Florida also commits to working with National Metering Services on Naas contract extensions beyond the initial term of this agreement as agreed upon by both parties. Meter Deployment Schedule [—Feriod Ending Months Units Cumulative Total) I Twelve (12) 8,260 4. Services Overview. During the Term, at National Metering Services' sole expense, the Network Services will include: a. Ten (10) years of Network Service for each Active Sensor commencing with activation on the LoRaWAN network. Upon the eleventh anniversary of the execution of this agreement, the Network Service subscription term and pricing will be negotiated between National Metering Services and Hillsborough County Florida. b. Project management including on -site visits as necessary. c. All ongoing network operation expenses related to any Network elements including backhaul. d. 24 x 7 x 365 Network monitoring via our Network operations center. e. Proactive monitoring and support. f. Repair and/or replacement of gateways and. other Network components. g. Regular upgrades of network gateways. h. Regular software updates of all network elements including the network server and gateway firmware. L The installation and maintenance of the meter Devices is the responsibility of National Metering Services. 5. Network Service Level Objectives: a. National Metering Services will use commercially reasonable efforts to ensure that the —8,260 meters covered in the service boundary outlined in Section 3a have the following Read Success Rate: 98.5% within the last 72 hours- b. In addition to any event described above in Section 5, the following conditions shall not impact the Read Success Rate: 1) interruption of Network operation due to a lengthy power outage; 2) downtime for periodic system maintenance, firmware upgrades, or repairs of Network equipment up to a maximum of one day per month; 3) documented occasions where a Device is not communicating with the Network due to temporary obstructions such as cars, trash cans, or other obstructions or radio interference; and 4) documented occasions where a Device is not communicating with the Network due to Customer's failure to repair or replace any part of a Device after five days' notice from National Metering Services as documented in the Application. C. In the event that system -wide service is disrupted or unavailable for an extended period of time as a result of National Metering Services actions or inactions and National Metering Services fails to provide a suitable alternative for restoring the Network, National Metering Services shall ensure that meter data is collected by any means necessary, including, for example, by contracting for manual meter reading services at its sole and absolute cost. January 27, 2020 Page 10 of 12 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B SOFTWARE -AS -A -SERVICE AGREEMENT 6. support. Support is ongoing as part of the Network Services. Response time objective are detailed below: DescriptionSeverity The problem is causing a total loss of Connectivity and Critical successful transmission of signals From rnore than 50% of Within 4 hours Active Sensors. following the reported issue The problem is causing a significant loss of connectivity and Major successful transmission of signals from more than 25% of Within 12 hours Active Sensors. following the i reported issue The problem is causing some loss of connectivity and there By end of next Minor is no immediate impact to the successful transmission of business day signals from Active Sensors. following the reported issue National Metering Services will provide the final resolution as promptly as is reasonably possible, depending on the severity of the issue and resource involved, consistent with its obligation to provide substantial up -time for this project. January 27, 2020 Page 11 of 12 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B SOFTWARE -AS-A-S ERVI C E AGREEMENT NaWIMVeteriinServices,Inc. Signare Name �r Hillsborough County Florida Signature Name Title f} � � Title Date c� v Date ,%,pprovai D,ar�e, Purcli75iYi� _ January 27, 2020 Page 12 of 12 DocuSign Envelope ID: 987970DC-333A-4B6E-9815-3E8976BBDD8B STATE OF New Jersey COUNTY OF The foregoing instrument was acknowledged before me this February 18, 2020 By (Date) 0 Richard Verdiramo, Business Development, Director (Name of officer or agent, title of officer or agent) of National Metering Services,lnc. a New Jersey corporation, (Name of corporation acknowledging) (State or place of incorporation) on behalf of the corporation, pursuant to the powers conferred upon said officer or agent by the corporation. He/she personally appeared before me at the time of notarization, and is personally known to me or has produced as identification and did certify to have knowledge of the matters stated (Type of Identification) in the foregoing instrument and certified the same to be true in all respects. Subscribed and Sworn to (or affirmed) before me this February 18, 2020 _ (Date) _ Commission Number E tynf -raMFg fificiaii�oiary Signature and Notary Seal) Commission#Sol 16912 Nptary Public, State of New Jersey ' '� nCommission Expiration Dat s (Nam"fNa aryrtyped, printed or stamped) November24, 2024 ACKNOWLEDGEMENT OF CONTRACTOR, IF A PARTNERSHIP STATE OF- COUNTY OF _ The foregoing instrument was acknowledged before me this By (Date) (Name of acknowledging partner or agent) partner (or agent) on behalf a partnership. He/she personally appeared before me at the time of notarization, and is personally known to me or has produced as identification and did certify to have knowledge of the matters stated (Type of Identification) in the foregoing instrument and certified the same to be true in all respects. Subscribed and sworn to (or affirmed) before me this (Date) Commission Number (Official Notary Signature and Notary Seal) Commission Expiration Date (Name of Notary typed, printed or stamped) ACKNOWLEDGEMENT OF CONTRACTOR, IF AN, INDIVIDUAL STATE OF COUNTY OF _ The foregoing instrument was acknowledged before me this By (Date) (Name of acknowledging) who personally appeared before me atthe time of notarization, and is personally known to me or has produced as identification and did certify to have knowledge of the matters stated (Type of Identification) in the foregoing instrument and certified the same to be true in all respects, Subscribed and sworn to (or affirmed) before me this (Date) Commission Number (Official Notary Signature and Notary Seal) Commission Expiration Date (Name of Notary typed, printed or stamped) Revised: 1 /22/2016 or