FIBER OPTIC INSTALLATION AND MAINTENANCE SERVICES - RFP 46-24CONTRACT BETWEEN CITY OF CLEARWATER AND
PRECISION CONTRACTING SERVICES, INC.
RFP #46-24 FIBER OPTIC INSTALLATION AND MAINTENANCE SERVICES
THIS CONTRACT, entered into this 15th day of August 2024, by and between the
CITY OF CLEARWATER ("City"), a Florida municipal corporation, P.O. Box 4748,
Clearwater, Florida 33758 and Precision Contracting Services, Inc. ("PCS" or "Vendor"),
a Florida corporation, 15834 Guild Court, Jupiter, FL 33478.
WHEREAS, the City seeks a qualified vendor who specializes in Fiber Optic
Installation and Maintenance for buildout and repair on new and existing infrastructure for
use by city operations.
WHEREAS, the City selected PCS based on Request for Proposal ("RFP") #46-
24 and responses by PCS to RFP #46-24, all of which are incorporated by reference.
WHEREAS, PCS agrees to provide the services as outlined in RFP #46-24.
NOW THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the Parties agree that the above terms, recitals,
and representations are true and accurate and are incorporated herein by reference, and
the Parties further agree as follows:
1. SCOPE OF PROJECT.
PCS agrees to provide fiber installation and maintenance services under the terms
and conditions set forth in RFP #46-24, and responses by PCS dated July 9, 2024, all of
which are incorporate by reference.
2. TIME OF PERFORMANCE.
The Contract Term shall commence on September 1, 2024 and end August 31,
2029.
RFP #46-24 Page 1 of 5
The City may terminate this Contract at its convenience, in part or in whole, upon
thirty days calendar days' written notice in accordance with RFP #46-24, Standard Terms
and Conditions (Exhibit C, Section S.20). The City may also terminate this Contract in
accordance with the other provisions set forth in RFP #46-24, Standard Terms and
Conditions.
3. COMPENSATION.
The City will pay Vendor is an amount not to exceed $6,622,835.00 as more fully
described in attached Exhibit A, inclusive of all reasonable and necessary direct
expenses. The City may, from time to time, require changes in the scope of the project.
Such changes, including any increase or decrease in the amount of Vendor's
compensation, and any other changes in the terms of this Contract which are mutually
agreed upon by and between City and Vendor shall be effective when incorporated in
written amendment to this Contract, upon mutual agreement.
4. METHOD OF PAYMENT AND ANNUAL APPROPRIATIONS.
Vendor's fees will be invoiced monthly and submitted to the City for approval and
payment in accordance with the Florida Local Government Prompt Payment Act, Section
218.70, Florida Statutes.
The City's performance and obligation to pay under this Contract is contingent
upon an annual appropriation of the City's budget.
5. NOTICES AND CHANGES OF ADDRESS.
Any notice required or permitted to be given by the provisions of this Contract shall
be conclusively deemed to have been received by a party hereto on the date it is hand
delivered to such party at the address indicated below (or at such other address as such
RFP #46-24 Page 2 of 5
party shall specify to the other party in writing), or if sent by registered or certified mail
(postage prepaid) on the fifth (5th) business day after the day on which such notice is
mailed and properly addressed.
Precision Contracting Services, Inc.
Add Name: Blake Boyd
Add Title: Treasurer
15834 Guild Court
Jupiter, FL 33478
Add Phone Number: 561-743-9737 x 7129
Add Email: brboyd@pcsfiber.com
City of Clearwater
Dan Mayer
IT Director
P.O. Box 4748
Clearwater, FL 33758
727.444.7654
daniel.mayer(a�myclearwater.com
Emergency Response Procedures are set forth in Exhibit B.
6. RFP #46-24 STANDARD TERMS AND CONDITIONS.
All terms and conditions as set forth in RFP #46-24, Standard Terms and
Conditions are incorporated by reference and attached hereto as Exhibit C.
7. INSURANCE REQUIREMENTS.
Insurance Requirements are set forth in Exhibit D, which is incorporated by
reference and attached hereto.
8. PROPRIETARY MATERIALS.
Upon termination of this Contract, PCS shall transfer, assign and make available
to City or its representatives all property and materials in PCS possession belonging to
or paid for by the City.
RFP #46-24 Page 3 of 5
9. INTERESTS OF PARTIES.
PCS covenants that its officers, employees and shareholders have no interest and
shall not acquire any interest, direct or indirect, which would conflict in any manner or
degree with the performance and/or provision of services required under the terms and
conditions of this Contract.
10. CONFORMANCE WITH LAWS.
PCS agrees to comply with all applicable federal, state and local laws during the
life of this Contract. Vendor shall be responsible for obtaining and maintaining any
licenses, permits, documents, or other permissions necessary for Vendor's operation.
11. GOVERNING LAW AND VENUE.
The laws of the State of Florida shall govern this Contract, and any action
brought by either party shall lie in Pinellas County, Florida.
[Remainder of Page Left Blank Intentionally]
RFP #46-24 Page 4 of 5
IN WITNESS WHEREOF, the Parties have caused this Contract to be signed in its
corporate/legal name by its authorized representatives or persons authorized to execute
this Contract on the date and year first above written.
PRECISION CONTRACTING SERVICES, INC.
Name: lake Boyd
Title: Treasurer
CITY OF CLEARWATER, FLORIDA
Approved as to form:
Owen Kohler
Lead Assistant City Attorney
RFP #46-24 Page 5 of 5
nnifer'Poirrier
City Manager
Attest:
rpt gOc
Rosemarie Call
City Clerk
EXHIBIT A - FEE SCHEDULE
PRECISION CONTRACTING SERVICES INC.
Precision Fiber
Optic Systems
15834 Guild Court
Jupiter, Florida 33478
Phone: 561.743.9737
Fax: 561.743.0775
www.pcsfiber.com
To: City Of Clearwater
Address: Clearwater, FL
Contact:
Phone:
Fax:
Lori Vogel
Project Name: 24.07.09 City Of Clearwater FO Maintenance Unit Price
Project Location: 30 Segments Total, Clearwater, FL
Addendum #: 1
Bid Number:
Bid Date:
#46-24
7/9/2024
I Item # Item Description Estimated Quantity Unit
Unit Price
Total Price'
IT Segments
IT SEG 01
IT SEG 02
IT SEG 03
IT SEG 04
IT SEG 05
IT SEG 06
IT SEG 07
IT SEG 08
IT SEG 09
IT SEG 10
IT Segment 1
IT Segment 2
IT Segment 3
rr Segment 4
IT Segment 5
IT Segment 6
IT Segment 7
IT Segment 8
IT Segment 9
IT Segment 10
ATMS Segments
ATMS SEG 01 ATMS Segment 1
ATMS SEG 02 ATMS Segment 2
ATMS SEG 03 ATMS Segment 3
ATMS SEG 04 ATMS Segment 4
ATMS SEG 05 ATMS Segment 5
ATMS SEG 06 ATMS Segment 6
ATMS SEG 07 ATMS Segment 7
ATMS SEG 09 ATMS Segment 8
ATMS SEG 09 ATMS Segment 9
ATMS SEG 10 ATMS Segment 10
ATMS SEG 11 ATMS Segment 11
ATMS SEG 12 ATMS Segment 12
ATMS SEG 13 ATMS Segment 13
ATMS SEG 14 ATMS Segment 14
ATMS SEG 15 ATMS Segment 15
ATMS SEG 16 ATMS Segment 16
ATMS SEG 17 ATMS Segment 17
ATMS SEG 18 ATMS Segment 18
ATMS SEG 19 ATMS Segment 19
ATMS SEG 20 ATMS Segment 20
Annual On -Call Emergency Services (T&M) Rates (24x7x365)
0.02 Emergency Response Mobilization - 4 Hour
0.24 Emergency Response Mobilization - 24 Hour
0.51 Maintenance Of Traffic, Lane Closure (Per Lane/ Per
Day)
7/8/2024 4:59:01 PM
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
$253,185.00
$83,650.00
$76,650.00
$49,600.00
$258,750.00
$139,500.00
$357,000.00
$135,000.00
$133,100.00
$326,200.00
Total Price for above IT Segments Items:
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 LS
1.00 100
$50,800.00
$127,740.00
$562,950.00
$132,700.00
$398,775.00
$248,600.00
$172,800.00
$126,900.00
$75,750.00
$83,800.00
$172,100.00
$142,650.00
$78,100.00
$93,685.00
$44,975.00
$51,500.00
$138,950.00
$73,300.00
$76,750.00
$207,375.00
Total Price for above ATMS Segments Items:
0.00 EACH
0.00 EACH
0.00 DY
$1,500.00
$750.00
$2,500.00
$253,185.00
$83,650.00
$76,650.00
$49,600.00
$258,750.00
$139,500.00
$357,000.00
$135,000.00
$133,100.00
$326,200.00
$1,812,635.00
$50,800.00
$127,740.00
$562,950.00
$132,700.00
$398,775.00
$248,600.00
$172,800.00
$126,900.00
$75,750.00
$83,800.00
$172,100.00
$142,650.00
$78,100.00
$93,685.00
$44,975.00
$51,500.00
$138,950.00
$73,300.00
$76,750.00
$207,375.00
$3,060,200.00
$0.00
$0.00
$0.00
Page 1 of 2
Unit Price Total Price)
(Item # Item Description
EXHIBIT A - Figentity Unit
1.01 Engineering Florida PE Services (Hourly Rate)
1.02 BICSI RCDD (Hourly Rate)
1.03 OSP, WIFI, ESS, DCDC Design Professional (Hourly
Rate)
Clerical Support Services (Hourly Rate)
CADD Technician (Hourly Rate)
FO GIS Mapper Includes Truck/Equip (/MHr)
FO Locator Technician Includes Truck/Equip (/MHr)
FO Technician Includes Van/Equip (/MHr)
1.04
1.05
1.31
1.31
1.31
1.41 Duct Installer/Operator Includes Truck/Equip. (/MHr)
1.42 Duct Installer/Laborer Excludes Truck/Equip. (/MHr)
1.51 Cable Installer Foreman Includes Truck/Equip. (/MHr)
1.52 Cable Installer Laborer Excludes Truck/Equip. (/MHr)
2.12 Conduit 1x2", Restoration (Installation Only) - Min 2001f
2.14 Conduit 1x4", Restoration (Installation Only) - Min 2001f
2.41 MaxCell 4"- 3 Cell (Install Only)
2.51 Tracer Wire (Install Only)
2.52 Mule TApe (Install Only)
2.61 Delineator Marker Post (Install Only) W/ Client Markings
2.71 Pull Box Repair/Replacement - (Material Not Included)
3.11 Nema Cabinet For Bldg Entrance (Install Only)
4.01 FO Cable (Install Only /LF) <5,000lf
4.02 FO Cable (Install Only /LF) >5,000lf
5.11 FO Patch Panel <48F (Install Only Of Cabinet, Trays,
Couplers, Pigtails)
0.00 HR
0.00 HR
0.00 HR
0.00 HR
0.00 HR
0.00 HR
0.00 HR
0.00 HR
0.00 HR
0.00 HR
0.00 HR
0.00 HR
0.00 LF
0.00 LF
0.00 LF
0.00 LF
0.00 LF
0.00 EACH
0.00 EACH
0.00 EACH
0.00 LF
0.00 LF
0.00 EACH
$325.00
$250.00
$225.00
$65.00
$105.00
$175.00
$175.00
$175.00
$275.00
$95.00
$175.00
$105.00
$25.00
$30.00
$2.50
$0.85
$0.85
$75.00
$2,250.00
$750.00
$3.00
$2.50
$625.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
5.12 FO Patch Panel >48F (Install Only Of Cabinet, Trays, 0.00 EACH $1,000.00 $0.00
Couplers, Pigtails)
5.21 FO Patch Panel, Re-entry, (Install Only) 0.00 EACH $350.00
5.31 FO Splice Tray (Install Only) 0.00 EACH $10.00
5.41 FO Termination\Test (Install Only) <48 0.00 EACH $75.00
5.42 FO Termination\Test (Install Only) >48 0.00 EACH $65.00
5.61 FO OTDR Test, Bi -Wave, One Dir. (Install Only) 0.00 EACH $15.00
6.01 FO Fusion Splice (Install Only) <144 0.00 EACH $45.00
6.02 FO Fusion Splice (Install Only) >144 0.00 EACH $40.00
6.11 FO Splice Closure <144F (Install Only Of Closure, Trays) 0.00 EACH $625.00
6.12 FO Splice Closure >144F (Install Only Of Closure, Trays) 0.00 EACH $850.00
6.21 FO Splice Closure, Re -Entry (Install Only) 0.00 EACH $495.00
9.01 Materials Required For EACH Emergency Services Item 0.00 LS $0.00
To Be Billed At Invoice Cost Plus 15%
Total Price for above Annual On -Call Emergency Services (T&M) Rates (24x7x365) Items: $0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Total Bid Price: $4,872,835.00
Payment Terms:
Payment terms: Per RFP
Required Documentation:
Each order must be accompanied by a signed Purchase Order, Change Order or Contract.
These documents are required in addition to the signature of acceptance below.
ACCEPTED:
The above prices, specifications and conditions are satisfactory and
are hereby accepted.
Buyer:
Signature:
Date of Acceptance:
CONFIRMED:
Precision Contracting Services, Inc
Authorized Signature:
Estimator: Jim Heaton
561-743-9737, ext. 7128 jim@pcsfiber.com
7/8/2024 4:59:01 PM
Page 2 of 2
EXHIBIT B - EMERGENCY RESPONSE PROCEDURES
PRECISION CONTRACTING SERVICES INC.
Precision Fiber
Optic Systems
City of Clearwater, FL — Project #46-24
Fiber Optic Cable Installation and Maintenance Services
Precision Contracting Services, Inc.
Emergency Response Procedures
In order for PCS to be completely effective for the Fiber Optic Maintenance of the project,
The City of Clearwater would need to furnish to PCS the following:
• Complete as -built project documents
• RTK GPS for all conduit runs, pull boxes, power services and
devices.
Once damage occurs, The City of Clearwater is to initiate contact
following order to ensure a prompt response.
Initial telephone call to the following (in order listed):
Contact Person
Brian Stillman
Rob Thomas
Thomas Sapp
John Johnson
Vlad Panov
Rhys Roberts
Phone #
414-899-8213
813-373-0455
678-313-8701
321-517-1045
561-632-6564
954-263-4176
Location
(Tampa)
(Tampa)
(Tampa)
(Tampa)
(Tampa)
(Tampa)
with PCS in the
In addition, PCS requests that a broadcast email be sent to the following, as all have
constant email access on telephones for out of office support:
Brian Stillman
Rob Thomas
Thomas Sapp
Rhys Roberts
bstillman@pcsfiber.com
rthomas@pcsfiber.com
tsapp@pcsfiber.com
rroberts@pcsfiber.com
Once initial contact is made from The City of Clearwater to PCS, our Tampa office will
deploy for initial on-site review and begin to work with The City of Clearwater to initiate
the repair process with 4 -hour on-site response time. During this review, if additional
support resources are required, PCS will proceed to deploy our Tampa resident employees
and local underground subcontractors. PCS will deploy additional resources from locations
in Orlando or Jupiter as necessary.
I. PCS would arrive for the site review to start initial diagnosis.
A visual inspection will be made to evaluate and locate the damage.
EXHIBIT B - EMERGENCY RESPONSE PROCEDURES
If the extent of damage cannot be measured by a visual inspection, an OTDR will
be used to determine the damaged location and extent.
1. PCS will then work with The City of Clearwater & our underground conduit
contractor in order to get ducts repaired as required.
• Assess use of maxcell in the segment and pull required materials from PCS
>10,000sf warehouse in Tampa FL
Once PCS has access to the pathway restoration, PCS would initiate repairs as
follows depending on the damage to the fiber optic cable:
• Pull cable slack from the surrounding area and a single splice will be placed
in the damaged cable, the damaged section of cable will be cut out, a new
piece of cable shall be installed in its place and two splices will be put in.
• Splice "primary fibers first" for most rapid system restoration, then proceed
to dark fibers in a permanent repair. In a temporary repair, PCS will only
splice the active fibers for service restoration and to minimize costs.
The cable will then be tested with an OTDR to ensure the cable once again has
continuity.
.iw PCS will then contact The City to ensure that full service has been restored.
Once PCS or our subcontractor is allowed access to the conduit, the temporary repair
could take anywhere from 2 hours to 24 hours for a single splice restoration, depending
on the fiber count needing repair. In addition, permanent repairs requiring sections of
cable to be deployed and splicing at each end require additional review of maintenance of
traffic, site access coordination and full scope of work time of repair.
PCS will perform best efforts to meet desired 24 & 48 -hr time frames for restoration;
however, it has been PCS experience in the past with Wide Area Outside Plant Networks,
that permanent repairs require additional coordination to avoid future damages that may
exceed the 24-48 hour time frames desired. It has been our experience that Design and
Project Engineers may have to be consulted when adjoining construction activities are
competing for rights of way; where certain online services require off hours cutovers
requiring multi -department coordination; where future construction issues create route
adjustment requirements; as well as mere lengths of restorative measures in areas of
multiple damage creates a constructability period outside the window simply from scope
of services to be performed.
Again, PCS knows avoidance is the best maintenance for FO systems and suggests that
the City employ GPS locates on project infrastructure by trained personnel and will
support the City for necessary FO repairs as stated above. PCS will provide to the City all
reports in Graphical Information System (GOS) pathway asbuilt data consistent with the
Florida Sunshine One Call recording and reporting format and assist the City with the
locate activity as engaged.
PCS is ideally suited to provide FO Repair Maintenance for this project. Our nearest office
is less than one hour from each potential site. PCS maintains one of the largest private
inventories of FO materials in the southeastern U.S. PCS has >30 trained and
experienced FO Technicians & Installers on staff and available for repair maintenance.
PCS has four (4) RCDD's on staff knowledgeable and familiar with the City of Clearwater
Fiber Optic Communications Network to ensure standards are in compliance. While our
"best efforts" will always be made to restore service in a timely fashion — we cannot
accept responsibility for being able to meet restoration time allowances in all cases.
EXHIBIT C - STANDARD TERMS AND CONDITIONS
S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: "vendor, contractor,
consultant, supplier, proposer, company, persons", "purchase order, PO, contract, agreement",
"City, Clearwater", "bid, proposal, response, quote".
S.2 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to
the City will be that of an independent contractor. Contractor and all persons employed by
Contractor, either directly or indirectly, are Contractor's employees, not City employees.
Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to
City employees including, but not limited to, health benefits, enrollment in a retirement system, paid
time off or other rights afforded City employees. Contractor employees will not be regarded as City
employees or agents for any purpose, including the payment of unemployment or workers'
compensation. If any Contractor employees or subcontractors assert a claim for wages or other
employment benefits against the City, Contractor will defend, indemnify and hold harmless the City
from all such claims.
S.3 SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the
express written permission of the City. If Contractor has received authorization to subcontract work,
it is agreed that all subcontractors performing work under the Agreement must comply with its
provisions. Further, all agreements between Contractor and its subcontractors must provide that
the terms and conditions of this Agreement be incorporated therein.
S.4 ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first
receiving the City's written consent. Any attempted assignment, either in whole or in part, without
such consent will be null and void and in such event the City will have the right at its option to
terminate the Agreement. No granting of consent to any assignment will relieve Contractor from
any of its obligations and liabilities under the Agreement.
S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and
inure to the benefit of the parties and their respective permitted successors and assigns.
S.6 NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the
parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights,
or responsibilities in any third parties.
S.7 NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or
services set forth herein from other sources when deemed necessary and appropriate. No
exclusive rights are encompassed through this Agreement.
S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be
modified in a writing signed by both parties. No charge for extra work or material will be allowed
unless approved in writing, in advance, by the City and Contractor.
S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations
under this Agreement.
S.10 COMPLIANCE WITH APPLICABLE LAWS.
a. General. Contractor must procure all permits and licenses, and pay all charges and fees
necessary and incidental to the lawful conduct of business. Contractor must stay fully informed
of existing and future federal, state, and local laws, ordinances, executive orders, and
regulations that in any manner affect the fulfillment of this Agreement and must comply with
the same at its own expense. Contractor bears full responsibility for training, safety, and
providing necessary equipment for all Contractor personnel to achieve throughout the term of
the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any
programs, procedures, and other activities used to ensure compliance.
b. Drug -Free Workplace. Contractor is hereby advised that the City has adopted a policy
establishing a drug-free workplace for itself and those doing business with the City to ensure
the safety and health of all persons working on City contracts and projects. Contractor will
require a drug-free workplace for all Contractor personnel working under this Agreement.
Specifically, all Contractor personnel who are working under this Agreement must be notified
EXHIBIT C - STANDARD TERMS AND CONDITIONS
in writing by Contractor that they are prohibited from the manufacture, distribution,
dispensation, possession, or unlawful use of a controlled substance in the workplace.
Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel
and will ensure that Contractor personnel do not use or possess illegal drugs while in the course
of performing their duties.
c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration
Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the
City and its agents to inspect applicable personnel records to verify such compliance as
permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all
Contractor personnel have a legal right to live and work in the United States.
(i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City
that Contractor and each of its subcontractors will comply with, and are contractually
obligated to comply with, all federal immigration laws and regulations that relate to their
employees (hereinafter "Contractor Immigration Warranty").
(ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of this
Agreement and will subject Contractor to penalties up to and including termination of this
Agreement at the sole discretion of the City.
(iii) The City retains the legal right to inspect the papers of all Contractor personnel who provide
services under this Agreement to ensure that Contractor or its subcontractors are
complying with the Contractor Immigration Warranty. Contractor agrees to assist the City
in regard to any such inspections.
(iv) The City may, at its sole discretion, conduct random verification of the employment records
of Contractor and any subcontractor to ensure compliance with the Contractor Immigration
Warranty. Contractor agrees to assist the City in regard to any random verification
performed.
(v) Neither Contractor nor any subcontractor will be deemed to have materially breached the
Contractor Immigration Warranty if Contractor or subcontractor establishes that it has
complied with the employment verification provisions prescribed by Sections 274A and
274B of the Federal Immigration and Nationality Act.
d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against
any employee or applicant for employment or person to whom it provides services because of
race, color, religion, sex, national origin, or disability, and represents and warrants that it
complies with all applicable federal, state, and local laws and executive orders regarding
employment. Contractor and Contractor's personnel will comply with applicable provisions of
Title VII of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal
Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and
applicable rules in performance under this Agreement.
S.11 SALES/USE TAX, OTHER TAXES. Contractor is responsible for the payment of all taxes including
federal, state, and local taxes related to or arising out of Contractor's services under this
Agreement, including by way of illustration but not limitation, federal and state income tax, Social
Security tax, unemployment insurance taxes, and any other taxes or business license fees as
required. If any taxing authority should deem Contractor or Contractor employees an employee of
the City or should otherwise claim the City is liable for the payment of taxes that are Contractor's
responsibility under this Agreement, Contractor will indemnify the City for any tax liability, interest,
and penalties imposed upon the City.
The City is exempt from paying state and local sales/use taxes and certain federal excise taxes
and will furnish an exemption certificate upon request.
S.12 AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due
to the City during the performance of services under the Agreement. Payments to Contractor may
be offset by any delinquent amounts due the City or fees and charges owed to the City.
EXHIBIT C - STANDARD TERMS AND CONDITIONS
S.13 PUBLIC RECORDS. In addition to all other contract requirements as provided by law, the
Contractor executing this Agreement agrees to comply with public records law.
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,
Rosemarie Call, Phone: 727-562-4092 or Email: Rosemarie.CallAmvclearwater.com, 600
Cleveland Street, Suite 600, Clearwater, FL 33755.
The Contractor agrees to comply with the following:
a) Keep and maintain public records required by the City of Clearwater (hereinafter "public
agency" in this section) to perform the service being provided by the contractor hereunder.
b) Upon request from the public agency's custodian of public records, provide the public agency
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 for in Chapter 119, Florida
Statutes, as may be amended from time to time, or as otherwise provided by law.
c) Ensure that the 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 completion of the contract if the contractor does not transfer the
records to the public agency.
d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in
possession of the contractor or keep and maintain public records required by the public agency
to perform the service. If the contractor transfers all public records to the public agency 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 public agency, upon request from the public agency's
custodian of public records, in a format that is compatible with the information technology
systems of the public agency.
e) A request to inspect or copy public records relating to a public agency's contract for services
must be made directly to the public agency. If the public agency does not possess the
requested records, the public agency shall immediately notify the contractor of the request and
the contractor must provide the records to the public agency or allow the records to be
inspected or copied within a reasonable time.
f) The contractor hereby acknowledges and agrees that if the contractor does not comply with
the public agency's request for records, the public agency shall enforce the contract provisions
in accordance with the contract.
g)
A contractor who fails to provide the public records to the public agency within a reasonable
time may be subject to penalties under Section 119.10, Florida Statutes.
h) If a civil action is filed against a contractor to compel production of public records relating to a
public agency's contract for services, the court shall assess and award against the contractor
the reasonable costs of enforcement, including reasonable attorney fees, if:
1. The court determines that the contractor unlawfully refused to comply with the public
records request within a reasonable time; and
EXHIBIT C - STANDARD TERMS AND CONDITIONS
2. At least eight (8) business days before filing the action, the plaintiff provided written
notice of the public records request, including a statement that the contractor has not
complied with the request, to the public agency and to the contractor.
i) A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of public
records and to the contractor at the contractor's address listed on its contract with the public
agency or to the contractor's registered agent. Such notices must be sent by common carrier
delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or
shipping paid by the sender and with evidence of delivery, which may be in an electronic format.
A Contractor who complies with a public records request within eight (8) business days after the
notice is sent is not liable for the reasonable costs of enforcement.
S.14 AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for five
(5) years after completion of the Agreement. The City or its authorized agent reserves the right to
inspect any records related to the performance of work specified herein. In addition, the City may
inspect any and all payroll, billing or other relevant records kept by Contractor in relation to the
Agreement. Contractor will permit such inspections and audits during normal business hours and
upon reasonable notice by the City. The audit of records may occur at Contractor's place of
business or at City offices, as determined by the City.
S.15 BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested
background checks of Contractor personnel who would perform services under the Agreement or
who will have access to the City's information, data, or facilities in accordance with the City's current
background check policies. Any officer, employee, or agent that fails the background check must
be replaced immediately for any reasonable cause not prohibited by law.
S.16 SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have
final authority, based on security reasons: (i) to determine when security clearance of Contractor
personnel is required; (ii) to determine the nature of the security clearance, up to and including
fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or entity
may provide services under this Agreement. If the City objects to any Contractor personnel for any
reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove
any such individual from performance of services under this Agreement.
S.17 DEFAULT.
a. A party will be in default if that party: (i) is or becomes insolvent or is a party to any voluntary
bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any
similar action that affects Contractor's capability to perform under the Agreement; (ii) is the
subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days; (iii)
conducts business in an unethical manner or in an illegal manner; or (iv) fails to carry out
any term, promise, or condition of the Agreement.
b. Contractor will be in default of this Agreement if Contractor is debarred or suspended in
accordance with the Clearwater Code of Ordinances Section 2.565 or if Contractor is debarred
or suspended by another governmental entity.
c. Notice and Opportunity to Cure. In the event a party is in default then the other party may,
at its option and at any time, provide written notice to the defaulting party of the default. The
defaulting party will have thirty (30) days from receipt of the notice to cure the default; the thirty
(30) day cure period may be extended by mutual agreement of the parties, but no cure period
may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably
calculated to provide notice of the nature and extent of such default. Failure of the non -
defaulting party to provide notice of the default does not waive any rights under the Agreement.
d. Anticipatory Repudiation. Whenever the City in good faith has reason to question
Contractor's intent or ability to perform, the City may demand that Contractor give a written
EXHIBIT C - STANDARD TERMS AND CONDITIONS
assurance of its intent and ability to perform. In the event that the demand is made and no
written assurance is given within five (5) calendar days, the City may treat this failure as an
anticipatory repudiation of the Agreement.
S.18 REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy
will not preclude the use of other remedies. In the event of default:
a. The non -defaulting party may terminate the Agreement, and the termination will be effective
immediately or at such other date as specified by the terminating party.
b. The City may purchase the services required under the Agreement from the open market,
complete required work itself, or have it completed at the expense of Contractor. If the cost of
obtaining substitute services exceeds the contract price, the City may recover the excess cost
by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance
due to Contractor; (iii) collection against the proposal and/or performance security, if any; (iv)
collection against liquidated damages (if applicable); or (v) a combination of the
aforementioned remedies or other remedies as provided by law. Costs includes any and all,
fees, and expenses incurred in obtaining substitute services and expended in obtaining
reimbursement, including, but not limited to, administrative expenses, attorneys' fees, and
costs.
c. The non -defaulting party will have all other rights granted under this Agreement and all rights
at law or in equity that may be available to it.
d. Neither party will be liable for incidental, special, or consequential damages.
S.19 CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the
parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to
cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or
obligated to cease performance by other provisions in this Agreement.
S.20 TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement at
its convenience, in part or in whole, upon thirty (30) calendar days' written notice.
S.21 TERMINATION FOR CONFLICT OF INTEREST. The City may cancel this Agreement after its
execution, without penalty or further obligation, if any person significantly involved in initiating,
securing, drafting, or creating the Agreement for the City becomes an employee or agent of
Contractor.
S.22 TERMINATION FOR NON -APPROPRIATION AND MODIFICATION FOR BUDGETARY
CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds
by its governing body to satisfy its obligations. If the City reasonably determines, in its sole
discretion, that it does not have funds to meet its obligations under this Agreement, the City will
have the right to terminate the Agreement without penalty on the last day of the fiscal period for
which funds were legally available. In the event of such termination, the City agrees to provide
written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date.
S.23 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement,
Contractor will be entitled only to payment for those services performed up to the date of
termination, and any authorized expenses already incurred up to such date of termination. The
City will make final payment within thirty (30) calendar days after the City has both completed its
appraisal of the materials and services provided and received Contractor's properly prepared final
invoice.
S.24 NON -WAIVER OF RIGHTS. There will be no waiver of any provision of this Agreement unless
approved in writing and signed by the waiving party. Failure or delay to exercise any rights or
remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services
hereunder, will not release the other party of any of the warranties or other obligations of the
Agreement and will not be deemed a waiver of any such rights or remedies.
S.25 INDEMNIFICATION/LIABILITY.
EXHIBIT C - STANDARD TERMS AND CONDITIONS
a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the
City, its officers, agents, and employees, harmless from and against any and all liabilities,
demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs,
attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to,
arising out of, or resulting from: (i) the services provided by Contractor personnel under this
Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor
personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the
obligations established by this Agreement. If applicable, this paragraph shall be construed in
harmony with F. S. § 725.06.
b. Contractor will update the City during the course of the litigation to timely notify the City of any
issues that may involve the independent negligence of the City that is not covered by this
indemnification.
c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor
or any third party harmless for claims based on this Agreement or use of Contractor -provided
supplies or services.
d. Nothing contained herein in intended to serve as a waiver by the City of its sovereign immunity,
to extend the liability of the City beyond the limits set forth in Section 768.28, Florida Statutes,
or be construed as consent by the City to be sued by third parties.
S.26 WARRANTY. Contractor warrants that the services and materials will conform to the requirements
of the Agreement. Additionally, Contractor warrants that all services will be performed in a good,
workman -like, and professional manner. The City's acceptance of service or materials provided by
Contractor will not relieve Contractor from its obligations under this warranty. If any materials or
services are of a substandard or unsatisfactory manner as determined by the City, Contractor, at
no additional charge to the City, will provide materials or redo such services until in accordance
with this Agreement and to the City's reasonable satisfaction. Unless otherwise agreed, Contractor
warrants that materials will be new, unused, of most current manufacture and not discontinued, will
be free of defects in materials and workmanship, will be provided in accordance with manufacturer's
standard warranty for at least one (1) year unless otherwise specified, and will perform in
accordance with manufacturer's published specifications. If applicable, this paragraph shall be
construed in harmony with F. S. § 725.06.
S.27 CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice
the City's right to recover against third parties for any loss, destruction, or damage to City property,
and will at the City's request and expense, furnish to the City reasonable assistance and
cooperation, including assistance in the prosecution or defense of suit and the execution of
instruments of assignment in favor of the City in obtaining recovery.
S.28 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver
any specific amount of materials or services or any materials or services at all under this Agreement
and acknowledges and agrees that the materials or services will be requested by the City on an as
needed basis at the sole discretion of the City. Any document referencing quantities or
performance frequencies represent the City's best estimate of current requirements, but will not
bind the City to purchase, accept, or pay for materials or services which exceed its actual needs.
S.29 OWNERSHIP. All deliverables, services, and information provided by Contractor or the City
pursuant to this Agreement (whether electronically or manually generated) including without
limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared
in the performance of this Agreement, are the property of the City and will not be used or released
by Contractor or any other person except with prior written permission by the City.
S.30 USE OF NAME. Contractor will not use the name of the City of Clearwater in any advertising or
publicity without obtaining the prior written consent of the City.
S.31 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination
freight prepaid and allowed unless otherwise agreed.
EXHIBIT C - STANDARD TERMS AND CONDITIONS
S.32 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or
equipment incidental to providing these services and such loss, injury, or destruction will not release
Contractor from any obligation hereunder.
S.33 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real
property or damage or loss of City personal property when such property is the responsibility of or
in the custody of Contractor or its employees.
S.34 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use,
the materials and services being provided and that the City may use same without suit, trouble, or
hindrance from Contractor or third parties.
S.35 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will
without limitation, at its expense defend the City against all claims asserted by any person that
anything provided by Contractor infringes a patent, copyright, trade secret, or other intellectual
property right and must, without limitation, pay the costs, damages and attorneys' fees awarded
against the City in any such action, or pay any settlement of such action or claim. Each party
agrees to notify the other promptly of any matters to which this provision may apply and to
cooperate with each other in connection with such defense or settlement. If a preliminary or final
judgment is obtained against the City's use or operation of the items provided by Contractor
hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense
and without limitation, either: (a) modify the item so that it becomes non -infringing; (b) procure for
the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having
at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less
reasonable usage, from the time of installation acceptance through cessation of use, which amount
will be calculated on a useful life not less than five (5) years, plus any additional costs the City may
incur to acquire substitute supplies or services. Nothing contained herein in intended to serve as
a waiver by the City of its sovereign immunity, to extend the liability of the City beyond the limits
set forth in Section 768.28, Florida Statutes, or be construed as consent by the City to be sued by
third parties.
S.36 CONTRACT ADMINISTRATION. This Agreement will be administered by the Purchasing
Administrator and/or an authorized representative from the using department. All questions
regarding this Agreement will be referred to the administrator for resolution. Supplements may be
written to this Agreement for the addition or deletion of services. Payment will be negotiated and
determined by the contract administrator(s).
S.37 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by
unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the
public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose
performance is so affected will within five (5) calendar days of the unforeseeable circumstance
notify the other party of all pertinent facts and identify the force majeure event. The party whose
performance is so affected must also take all reasonable steps, promptly and diligently, to prevent
such causes if it is feasible to do so, or to minimize or eliminate the effect thereof. The delivery or
performance date will be extended for a period equal to the time lost by reason of delay, plus such
additional time as may be reasonably necessary to overcome the effect of the delay, provided
however, under no circumstances will delays caused by a force majeure extend beyond one
hundred -twenty (120) calendar days from the scheduled delivery or completion date of a task
unless agreed upon by the parties.
S.38 COOPERATIVE USE OF CONTRACT. This Agreement may be extended for use by other
municipalities, counties, school districts, and government agencies with the approval of Contractor.
Any such usage by other entities must be in accordance with the statutes, codes, ordinances,
charter and/or procurement rules and regulations of the respective government agency. Orders
placed by other agencies and payment thereof will be the sole responsibility of that agency. The
City is not responsible for any disputes arising out of transactions made by others.
EXHIBIT C - STANDARD TERMS AND CONDITIONS
S.39 FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price
increases will be accepted without proper request by Contractor and response by the City's
Procurement Division.
S.40 NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at
their respective addresses. Notices may be (i) personally delivered; (ii) sent via certified or
registered mail, postage prepaid; (iii) sent via electronic mail; (iv) sent via overnight courier; or (v)
sent via facsimile. If provided by personal delivery, receipt will be deemed effective upon delivery.
If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after
being deposited in the United States mail. If sent via electronic mail, overnight courier, or facsimile,
receipt will be deemed effective two (2) calendar days after the sending thereof.
S.41 GOVERNING LAW, VENUE. This Agreement is governed by the laws of the State of Florida. The
exclusive venue selected for any proceeding or suit in law or equity arising from or incident to this
Agreement will be Pinellas County, Florida.
S.42 INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto,
supersede all prior oral or written agreements, if any, between the parties and constitutes the entire
agreement between the parties with respect to the work to be performed.
S.43 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a
part of this Agreement as if fully stated in it.
S.44 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such
provision will be severed from this Agreement, which will otherwise remain in full force and effect.
The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may
be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or
unenforceability.
S.45 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of
this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth
rights and obligations that extend beyond completion, termination, or other expiration of this
Agreement, will survive and remain in full force and effect. Except as specifically provided in this
Agreement, completion, termination, or other expiration of this Agreement will not release any party
from any liability or obligation arising prior to the date of termination.
EXHIBIT D - INSURANCE REQUIREMENTS
INSURANCE REQUIREMENT. The Vendor shall, at its own cost and expense, acquire and
maintain (and cause any subcontractors, representatives, or agents to acquire and maintain) during
the term with the City, sufficient insurance to adequately protect the respective interest of the
parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In
addition, the City has the right to review the Contractor's deductible or self-insured retention and to
require that it be reduced or eliminated.
Specifically, the Vendor must carry the following minimum types and amounts of insurance on an
occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then
coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the
termination or expiration of this Agreement:
a. Commercial General Liability Insurance coverage, including but not limited to, premises
operations, products/completed operations, products liability, contractual liability, advertising
injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one
million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate.
b. Commercial Automobile Liability Insurance coverage for any owned, non -owned, hired or
borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars)
combined single limit.
c. Unless waived by the State of Florida and proof of waiver is provided to the City, statutory
Workers' Compensation Insurance coverage in accordance with the laws of the State of
Florida, and Employer's Liability Insurance in the minimum amount of $1,000,000 (one
million dollars) each employee each accident, $1,000,000 (one million dollars) each employee
by disease, and $1,000,000 (one million dollars) disease policy limit. Coverage should include
Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act
coverage where applicable. Coverage must be applicable to employees, contractors,
subcontractors, and volunteers, if any.
WAIVER OF SUBROGATION — With regard to any policy of insurance that would pay third party
losses, Firm hereby grants City a waiver of any right to subrogation which any insurer of Firm may
acquire against the City by virtue of the payment of any loss under such insurance. Firm agrees to
obtain any endorsement that may be necessary to affect such waiver, but this provision shall apply
to such policies regardless.
The above insurance limits may be achieved by a combination of primary and umbrella/excess
liability policies.
Other Insurance Provisions.
a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the
insurance policy's renewal date(s) for as long as this Agreement remains in effect, the Vendor
will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate,
SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set
forth above and naming the City as an "Additional Insured" on the Commercial General Liability
Insurance and the Commercial Automobile Liability Insurance. In addition, when requested in
writing from the City, Vendor will provide the City with certified copies of all applicable policies.
The address where such certificates and certified policies shall be sent or delivered is as
follows:
City of Clearwater
Attn: Procurement Division, RFP #46-24
P.O. Box 4748
Clearwater, FL 33758-4748
Fiber Optic Installation and Maintenance Services 1 RFP #46-24
EXHIBIT D — INSURANCE REQUIREMENTS
b. Vendor shall provide thirty (30) days written notice of any cancellation, non -renewal,
termination, material change or reduction in coverage.
c. Vendor's insurance as outlined above shall be primary and non-contributory coverage for
Vendor's negligence.
d. Vendor reserves the right to appoint legal counsel to provide for the Vendor's defense, for any
and all claims that may arise related to Agreement, work performed under this Agreement, or
to Vendor's design, equipment, or service. Vendor agrees that the City shall not be liable to
reimburse Vendor for any legal fees or costs as a result of Vendor providing its defense as
contemplated herein.
The stipulated limits of coverage above shall not be construed as a limitation of any potential
liability to the City, and City's failure to request evidence of this insurance shall not be
construed as a waiver of Vendor's (or any contractors', subcontractors', representatives' or
agents') obligation to provide the insurance coverage specified.
Fiber Optic Installation and Maintenance Services 2 RFP #46-24