county of canyon...c. proposal review criteria vendor selection will be based on the vendor’s...

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COUNTY OF CANYON

REQUEST FOR PROPOSALS (RFP)

FY 2019 Canyon County Weed and Pest Fiber Optic Extension Project

Issued By:

BOARD OF COUNTY COMMISSIONERS

Submit Proposals to: Board of County Commissioners

1115 Albany Street Caldwell, Idaho 83605

Telephone: (208) 454-7507 Facsimile: (208) 454-7336

[email protected]

Proposals must be received by: 9:00 a.m., Friday, June 14, 2019

Email subject line or envelope subject line to state: “Proposal for FY 2019 Canyon County Weed and Pest Fiber Optic Extension Project”

Proposals received after said time/date will be not be considered.

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TABLE OF CONTENTS

Instructions and Process ........................................................................................................ 1A. Purpose of RFP ................................................................................................................................................ 1

B. Scope of RFP .................................................................................................................................................... 1

C. Proposal Review Criteria ................................................................................................................................. 1

D. Required Information Proposal ....................................................................................................................... 2

E. Project Overview ............................................................................................................................................. 2

F. History of Project ............................................................................................................................................. 3

G. Time ................................................................................................................................................................. 3

H. Questions and Clarifications ............................................................................................................................ 4

I. Protest ............................................................................................................................................................. 4

J. Proposal Deadline ........................................................................................................................................... 4

K. Challenge ......................................................................................................................................................... 4

L. Vendor's Costs ................................................................................................................................................. 4

M. Calendar of Events........................................................................................................................................... 5

N. Acceptance and Rejection of Proposals .......................................................................................................... 5

O. Disclosure of Proposals ................................................................................................................................... 5

P. Signature of Vendor Agent .............................................................................................................................. 6

Q. County Contract .............................................................................................................................................. 6

EXHIBIT A: PROPOSAL FORM ................................................................................................... EXHIBIT B: STATEMENT OF WORK ............................................................................................ EXHIBIT C: COUNTY CONTRACT ................................................................................................

FY 2019 Canyon County Weed Page 1 of 6 and Pest Department Fiber Optic RFP

Instructions and Process

A. Purpose of RFP

Notice is hereby given that Canyon County, located at 1115 Albany Street, Caldwell, Idaho, (hereinafter “County”) is requesting proposals from vendors for the purpose of (1) extending 72 strands of fiber from a datacenter housed in the Canyon County Courthouse to the Weed and Pest Department’s office near the Middleton exit off of Interstate 84, and (2) replacing a 200 pair of copper wires in a wiring conduit under 12th Avenue in Caldwell with a 25 pair of copper wires (hereinafter collectively “project” and more specifically described in Section E of this RFP). This Request for Proposals (RFP) is intended to result in a determination as to whether functional cost-effective procurement of technology, installation, and construction in accordance with state and federal law is possible, and if so, to serve as a tool by which to evaluate competing proposals. The County reserves the right to enter into separate contractual relationships on the different components of the project in the sole discretion of the County Commissioners. This RFP also serves as a tool to formalize negotiations to enter into a contract or contracts with the chosen vendor or vendors, if any. VENDORS MUST CAREFULLY READ THIS RFP AND MUST FOLLOW THE INSTRUCTIONS IN IT. FAILURE TO FOLLOW THE INSTRUCTIONS MAY LEAD TO REJECTION OF THE VENDOR’S PROPOSAL.

The project is being directed by:

Director Greg Rast Canyon County Information Technology Department 1115 Albany Street Caldwell, Idaho 83605 (208) 454-6604

B. Scope of RFP

This RFP contains the instructions governing the requirements for proposals to be submitted by interested vendors, the materials to be included therein, the requirements that must be met, and the vendor's responsibilities before and after delivery.

C. Proposal Review Criteria

Vendor selection will be based on the vendor’s response to this RFP and the vendor’s ability in that response to demonstrate its capabilities to meet the defined objectives of the County. The proposals will be ranked based on the points noted in parentheses assigned to each item listed below.

1. Fiber optic installation experience: (0-20 points) 2. Cost (the lower the cost, the higher the score) (0-15 points)


3. Customer references (pertaining to the vendor’s work quality, reputation, judgment, timeliness, responsiveness) (0-15 points)

4. Availability and demonstrated ability to complete the project by the project deadline (0-10 points)

5. Warranties (0-5 points)

D. Required Information Proposal

The following information must be submitted as part of your proposal:

· Proposal Bond; and

· Completed Proposal Form (Exhibit A).

E. Project Overview

The selected vendor must complete the following tasks by August 31, 2019.

1. Create a junction box (splice box) in the conduit at the Middleton exit 25 off of Interstate 84.

2. Extend 72 strands of fiber from the Canyon County Courthouse Datacenter (located at 1115 Albany St., Caldwell, ID 83605) to the junction box at the Middleton exit 25 off Interstate 84. The length is approximately 6 kilometers.

3. Extend 6 strands of fiber from the Middleton exit junction box to the Weed and Pest Department (located at 15435 Highway 44, Caldwell, ID 83607), and another 6 strands returning to the junction box from the Weed and Pest Department. The length is approximately 250 meters and all 12 strands of fiber are to be appropriately terminated.

4. Create a junction box (splice box) in the conduit pathway at the Notus exit 26 off of Interstate 84.

5. Perform Optical Time Domain Reflectometer (OTDR) testing on all newly installed and terminated fiber optic cables as well as provide status and specification reports.

6. Replace a 200 pair of copper wires running approximately 110 meters in an existing wiring conduit under 12th Avenue in Caldwell between the Canyon County Courthouse and the Juvenile Justice Center (JJC) with a 25 pair of copper wires, working in conjunction with the Canyon County Information Technology Department to transfer any and all existing services to the new 25 pair copper lines.

The selected vendor must obtain and/or maintain all necessary licenses, permits, and access rights to complete this project, as well as provide all manpower, equipment, and supplies


necessary to complete the project. A more detailed statement of work is provided in Exhibit B, attached hereto and incorporated by reference.

The selected vendor and selected staff or sub-contractors must also be willing to go through a background check to be allowed into secure areas of the Canyon County Courthouse and JJC.

F. History of Project

The Canyon County Weed and Pest Department is located near the Canyon Highway District No. 4 office, just off Highway 44 and the Interstate 84, approximately 6 kilometers from the Courthouse complex on Albany Street.

In early 2017, the County had a contractor perform a line of sight (LOS) study as part of another project to investigate the possibility of a microwave site-to-site type of connection. The study found there were visual obstructions that would prevent microwave technology from being used between the Canyon County Courthouse and the Weed and Pest Department’s location.

A fiber optic network is an alternative solution to using a microwave connection or carrier-provided circuit for a monthly cost. In 2008, a conduit pathway was buried underground on the south side along Interstate 84 (I-84) that extends 142 miles between the Bliss, Idaho exit 137 to the Idaho/Oregon border. Canyon County is the custodian of this pathway and has rights to install infrastructure by the use of these conduit installations.

The County would now like to install 72 strands of fiber from the Canyon County Courthouse Datacenter to the Weed and Pest Department’s location off Interstate 84 and Middleton exit 25. This new fiber connection will extend all County Services to the Weed and Pest Department with real-time performance from the Canyon County Courthouse Datacenter.

The County would also like to place a junction box at the Notus exit 26 off of Interstate 84. The County currently owns property at Pond Lane near that exit. Placing a junction box at this location will simplify future expansion plans to extend the fiber cable to the County’s Pond Lane property.

While performing research in preparation for this project, the County discovered that the new 72-strands of fiber coming out of the Canyon County Courthouse Datacenter must run through a wiring conduit under 12th Avenue to reach the splice box located at I-84. This conduit currently has 300 pair of copper wires and 144 strands of fiber optics. This amount of copper wires and fiber strands have filled the conduit to capacity.

G. Time

All references in this RFP and attached documents to the hours of a day shall refer to the local time in Caldwell, Idaho.


H. Questions and Clarifications

Interested vendors may submit written questions on or requests for clarifications to this RFP to the Board of County Commissioners (“Board”)via email at [email protected] no later than 10:00 a.m., Tuesday, June 4, 2019. All questions and requests for clarifications will be addressed through a written addendum to the proposal. Any other communications other than this RFP, a written addendum, a signed proposal form, or an executed contract will not be binding on either the County or the vendor.

I. Protest

Any vendor who wishes to protest as to the requirements, standards, specifications, or process outlined in this RFP may submit a written notification to the Board, to be received by the Board no later than 10:00 a.m., Tuesday, June 4, 2019. The notification shall state the exact nature of the protest, describe the location of protested portion or clause in the proposal documents, explain why the provision should be modified, and provide suggested corrections. The Board may deny the protest, require that the proposal be modified, modify the proposal, or reject all or part of the protest.

J. Proposal Deadline

Sealed proposals submitted pursuant to this request must be received by the office of the Board of County Commissioners, Canyon County Courthouse, 1115 Albany Street, Caldwell, ID 83605, no later than 9:00 a.m., Friday, June 14, 2019. The proposals may be delivered in a hard-copy form via mail or in-person delivery to the Board, or via email to [email protected]. Any hard-copy submissions must be accompanied by a digital copy of the proposal on a USB drive or disc. No facsimile proposals will be accepted. It is the vendor's responsibility to ensure that proposals are received on time. Late proposals will not be accepted, opened or considered.

K. Challenge

Any participating vendor who is aggrieved in connection with the award of the contract may submit a protest to the Board. Any actual protesting vendor objecting to the award shall respond in writing to the notice of award from the County within seven (7) calendar days of the date of transmittal of the notice and shall set forth in such objection the express reason or reasons that the award decision of the Board is in error. The Board will review its decision and determine whether to affirm the prior award, modify the award, or choose to restart the proposal process, and shall set forth the reason or reasons for the decision.

L. Vendor's Costs

Costs for developing proposals are entirely the responsibility of the vendor and shall not be charged in any way to the County.


M. Calendar of Events

The following is a schedule of events concerning the proposal process:

1. Signing and Distribution of the RFP .......................... 9:00 a.m. Monday, May 13, 20192. Publication Dates ....................................................... May 17, 2019, and May 24, 20193. Pre-Proposal Conference ...........................................11:00 a.m., Friday, May 31, 20194. Questions/Clarifications Due and/or Written Objections to Requirements, Standards, Specifications .......................................... 10:00 a.m. Tuesday, June 4, 20195 Addendum (if needed) ................................................... 9:00 a.m. Friday, June 7, 2019 6. Proposal Due Date ....................................................... 9:00 a.m. Friday, June 14, 2019 7. Proposal Opening ........................................................ 9:30 a.m. Friday, June 14, 2019 8. Receive Written Recommendation ........................... 9:00 a.m. Monday, June 17, 20199. Board Notice of Intent Award of Contract (Tentative) ................................................................. 9:00 a.m. Tuesday, June 18, 201910. Protest to Award (if any) ........................................... 9:00 a.m. Tuesday, June 25, 2019 11. Contract Execution (Tentative) ........................... 9:00 a.m. Wednesday, June 26, 2019

N. Acceptance and Rejection of Proposals

The County reserves the right:

· To reject any or all proposals, or any part thereof;

· To waive any minor defects in the proposals if this is to the advantage of the County;

· To accept the proposal that is in the best interests of the County;

· To terminate this RFP at any time;

· To accept none of the proposals generated as a result of this RFP.

The County's decision shall be final. The County's waiver of a minor defect shall in no way modify the RFP document or excuse the vendor from full compliance with its specifications if the vendor is awarded the contract.

Proposals that contain false or misleading statements, or provide references that do not support an attribute or condition claimed by the vendor, may be rejected. The County may also reject a proposal if, in the opinion of the County, the proposal contained information that was intended to mislead the County in its evaluation of the proposal.

O. Disclosure of Proposals

After the opening of the proposals by the County, the proposals shall be available for public inspection if requested, except for vendor-deemed confidential information. The vendor must separately seal any information the vendor deems confidential, and must agree to

PROPOSAL FORM A-1

EXHIBIT A: PROPOSAL FORM

PROPOSAL FORM A-2

PROPOSAL FORM

Directions: Please type your answers in the shaded sections below. Hand-written responses are not acceptable. Indicate clearly if you have attached any information that is responsive to any of these questions. If you are unable or unwilling to produce a response to any item on this form, you may include an explanation as to why. Inclusion of an explanation does not obligate the County to credit you for responding to the item.

BASIC INFORMATION

Question Response

1. Legal name

2. Business name (if different from above)

3. Corporate status (e.g., partnership, corporation)

4. Main business office address

5. Field office conducting work and/or providing services (if different from above)

6. Contact person

7. Email address for contact person

8. Mailing address for contact person

9. Public works license number

10. Parent corporation name and address (if any)

11. State whether the firm is legally authorized to conduct business in the state of Idaho. Attach supporting documentation.

12. Provide a brief statement of the firm’s understanding of the work to be accomplished.

13. Provide any additional explanatory information pertaining to the firm that you believe will be necessary or helpful.

OVERVIEW OF FIRM

14. History: Briefly summarize the history of your firm.

PROPOSAL FORM A-3

15. Management: Describe the management structure of your firm. If the firm is governed by a board of directors, include the names of the directors.

16. Claims: Disclose any claims or unresolved claims currently ongoing or pending, and any potential or anticipated litigation.

17. Financial information: Provide a copy of the firm’s most recent corporation annual report. If no annual report is available, provide the latest audited financial report prepared by a certified public accountant. In no case shall the firm’s accounts payable be in arrears greater than thirty (30) days. If this information is considered confidential, then clearly label it as such and provide it separately from the remainder of the proposal documentation.

18. Tax payment status: State whether the firm is delinquent in tax payments of any kind to any government entity in the state of Idaho. Attach proof that the firm has paid, or secured to the satisfaction of any applicable taxing units, all taxes for which the firm or the firm’s property is liable.1

19. Experience: Describe the expertise your firm has to provide the services requested in this RFP. Include a short discussion of technical qualifications, awards, publications, studies, completed projects, typical projects, etc. that demonstrate a thorough knowledge and professional competence for purposes of this project.

20. List of similar projects: Provide a list of the firm’s local, regional, or national projects of a similar size and scope. Include sufficient information for the County to ascertain whether the listed project is similar to this project’s specifications.

21. Customer reference list: Provide a contact person, a phone number, and an email address for a minimum of three (3) references who are well-acquainted with the firm’s quality of services and products. In addition, describe (a) how many years the firm has serviced each reference; (b) what types of services and products were provided for each reference; and (c) why the firm believes that the reference’s opinion will be an accurate reflection of the quality of services and products that the firm will provide if awarded a contract through this RFP.

Reference #1: Reference #2: Reference #3:

1 Idaho Code § 63-1502.

PROPOSAL FORM A-4

22. Staff: Provide a list of individuals that the firm intends to assign to this project (including those of any subcontractors) if the firm is selected by the County. Identify the specific qualifications, relevant experience, and professional licensure of the individuals, and attach resumes for each. All personnel with professional licensure, certification, or registration must be licensed to practice in the state of Idaho or work under the direct supervision of a professional licensed in the state of Idaho.

23. Local presence: Provide information, if any, regarding the firm’s local presence here in Idaho, or the Treasure Valley.2 Pertinent information would include whether the firm maintains a store or branch locally, what percentage of the workers on this project are residents of the state of Idaho, or has a service agreement within Canyon County or neighboring counties.

24. Statement of approach: Provide an explanation of the firm’s approach to the project, and outline the methodology, techniques, equipment, and supplies that the firm would use. Include sufficient information for the County to ascertain whether the firm’s approach would comply with commonly accepted industry standards, as well as complete the project by the deadline of August 31, 2019. List all exceptions to the specifications and explain the substitution of the items or services specified.

COST AND SERVICES

25. Total cost: State the total cost of the project as a single number. This cost should include all services rendered, equipment costs, material and supplies costs, access rights (if needed), permits, labor, warranties, repairs, downtime, and any other cost or fee needed for the firm to complete the County’s project.

26. Cost breakdown: Provide a detailed breakdown of the total cost figure provided above.

27. Warranty terms: Describe the terms of the warranties, if any, of the products and services that the firm would offer if selected.

28. Parts availability: Explain the firm’s ability to secure needed parts and supplies within a reasonable amount of time to ensure on-time completion.

2 Idaho Code § 44-1002.

PROPOSAL FORM A-5

CONTRACT TERMS

29. The County will require the substance of the contract terms contained in Exhibit C to be part of its final agreement(s) with the selected vendor (in these instances, referred to as “Contractor”). State whether the firm can accept the terms as written. If the firm cannot accept the terms as written, describe in detail the modifications that the firm would require to the terms, and propose alternative contract language.

REPRESENTATIONS

In submitting this proposal, the firm certifies and acknowledges each of the following:

A. RFP instructions. The firm has received and read the RFP, all attached documents thereto, and each of the following addenda and amendments (list in the table below, if any):

Title of addenda or amendment Date of addenda or amendment

B. Complete response. Enclosed, at a minimum, is all information requested by the County’s RFP. The firm understands that failure to submit a completely filled out and executed proposal form, along with all required attachment, may cause the proposal to be rejected for incompleteness.

C. True and accurate. All information provided by the firm in its response to the RFP is true, complete, and accurate to the best of the firm’s knowledge. The firm understands that any misrepresentation or false information provided by the firm to the County may cause this proposal to be rejected, and contracts entered into may be terminated.

D. Assurances. The firm is capable of following through with all assurances, representations, and certifications contained in this proposal.

E. Total cost. The firm represents in the project cost that it has included in this response herein guarantees the total cost of repairs and downtime to the County.

F. Collusion. The submissions of this proposal are not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization, or corporation; this proposal is genuine and not collusive or a sham. The firm has not directly or indirectly induced or solicited any other vendor to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any vendor or anyone else to put in a sham proposal, nor that anyone shall refrain from proposing. The firm has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposed amount of said firm or any other vendor, nor to fix any overhead, profit, or cost element of such proposal, nor of that of any other

PROPOSAL FORM A-6

vendor, nor to secure any advantage against the public body awarding the contract or anyone interested in the proposed contract. The firm has not directly or indirectly, submitted its proposal or any breakdown thereof, nor the contents thereof, nor divulged therewith to any corporation, partnership, company, association, organization, bid depository, nor to any member or agent thereof, nor to any other individual except to such person or persons as have a partnership or other financial interest with said firm in its general business.

G. Contingent fees. The firm warrants that no person or selling agency has been employed or retained to solicit a contract with the County through this RFP upon an agreement or understanding for commission, percentage, brokerage, or contingency, except bona fide employees or selling agents maintained by the firm to secure business.

H. Trade secrets. The firm has clearly marked any and all information it does not wish to be available for public inspection, if any, as “CONFIDENTIAL,” and separated the information from the rest of the proposal response documentation. The firm represents that such information is exempt from disclosure under the Idaho Public Records Act, Chapter 1, Title 74, Idaho Code. For any such information marked as “CONFIDENTIAL,” the firm will indemnify, defend, and hold harmless the County, its elected officials, officers, agents, employees, representatives, and volunteers from and against any and all claims, demands, defense costs, liability, or consequential damages of any kind or nature arising out of or in connection with litigation regarding whether any documentation provided is exempt from disclosure.

I. Request for proposals. The firm agrees that this is a request for proposals, not an invitation for bids or guarantee of any kind, and agrees that it has no property interest in its submittal or potential selection. The firm acknowledges that the cost included in the proposal is one of multiple determinants of the final score, and that the County will weigh multiple factors to determine the selected vendor, if any, of the award of the contract. The firm agrees that County has the right to terminate this RFP at any time, or to enter into one or multiple contracts as a result of this RFP.

J. Cost for proposal development. The firm agrees that costs for developing its proposal is entirely the responsibility of the firm and agrees that the contents of the proposal, suggested approaches contained therein, and any supporting analysis will become the property of Canyon County.

K. Binding authority. The person signing on behalf of the firm is legally authorized to submit this proposal and to make this certification.

PROPOSAL FORM A-7

DATED this ___ day of ___________, 2019.

_________________________________________ Signature

_________________________________________ Printed name

_________________________________________ Firm name

_________________________________________ Title

STATE OF __________ ) ) ss.

County of __________ )

On the _____ day of _________________, 2019, before me, the undersigned Notary Public, personally appeared , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same.

IN WITNESS WHEREOF, I have set my hand and seal the day and year as above written.

Notary Public for Residing at Commission Expires:

STATEMENT OF WORK B-1

EXHIBIT B: STATEMENT OF WORK


STATEMENT OF WORK

1. Defined terms. For purposes of this statement of work (“SOW”), the term “OTDR” means an Optical Time Domain Reflectometer.

2. Scope of work and deadline. The Contractor shall complete the tasks set forth herein and in the Agreement (hereinafter “project”) by August 31, 2019.

3. Work schedule and deliverables. The relevant milestones, completion dates, and terms associated with this SOW are as follows:

Line item

Task

1 Create a junction box (splice box) in the wiring conduit at the Middleton exit off of Interstate 84.

2 Extend 72 strands of fiber from the Canyon County Courthouse Datacenter (located at 1115 Albany St., Caldwell, ID 83605) to the junction box at the Middleton exit 25 off Interstate 84, running approximately 6 kilometers in an existing conduit pathway along Interstate 84 (see Appendices 1 and 2).

3 Extend 6 strands (3 pair) from the Middleton exit 25 junction box to the Weed and Pest Department (located at 15435 Highway 44, Caldwell, ID 83607), and another 6 strands (3 pair) returning to the junction box from the Weed and Pest Department (see Appendix 3). Estimated length of 250 meters.

4 Create a junction box (splice box) in the conduit pathway at the Notus exit off of Interstate 84.

5 Dig a trench or perform a directional bore between the splice box at the boundary of the Weed and Pest Department’s property near the Notus canal and the Weed and Pest Department’s building

6 Install a wall-mounted fiber termination box in the Weed and Pest Department’s building in the same closet where existing services are terminated and terminate the fiber strands at that box.

8 Test the 72 strands of fiber by OTDR and provide reports.

9 Replace a 200 pair of copper wires running approximately 110 meters in an existing wiring conduit under 12th Avenue in Caldwell between the Canyon County Courthouse and the Juvenile Justice Center (JJC) with a 25 pair of copper wires (see Appendix 4).

10 Test and label the 25 pair of copper wires by qualified equipment (see Appendix 4).

4. Materials and other specifications. The Contractor shall ensure that the tasks above are done in the following manner:

a. Fiber connections: All fiber connections in the Canyon County Courthouse Datacenter and in the Weed and Pest Department’s building must be LC snap-in fiber connections.


b. Fiber: All fiber used must be single mode, 9/125.

c. All installed junction boxes are to be of concrete construction with locking steel lids and similar to existing communication vaults throughout the County.

5. Pricing. The total cost for completion of this project is broken down by line item as follows (add more lines as necessary):

Line item

Price Description

1

2

3

4

5

6

7

8

9

10


APPENDIX 1: EMPTY CONDUIT


APPENDIX 2: FIBER TO FREEWAY


APPENDIX 3: WEED AND PEST END


APPENDIX 4: COPPER ACROSS 12TH AVENUE

COUNTY CONTRACT C-1

EXHIBIT C: COUNTY CONTRACT

COUNTY CONTRACT C-2

FIBER OPTIC CABLE EXTENSION AGREEMENT

This Agreement is made and entered into by Canyon County (“County”), a duly formed and existing county pursuant to the laws and constitution of the state of Idaho, and [CONTRACTOR NAME] (“Contractor”), an Idaho [TYPE OF COMPANY] with an address of [CONTRACTOR ADDRESS], and with Idaho public works license [PUBLIC WORKS LICENSE NUMBER]. The County’s Board of County Commissioners (“Board”) possesses the authority pursuant to Idaho Code §§ 31-801 and 31-828 to approve this Agreement. The County issued a request for proposals (“RFP”) on May 13, 2019, and selected the Contractor on [AWARD DATE] pursuant to that RFP process. The parties agree as follows.

1. Statement of work. The Contractor shall complete the work as outlined in Exhibit A (“project”), attached hereto and incorporated by reference, as well as perform all of the work required, implied or reasonably inferable from this Agreement. The Contractor shall provide the labor, supervision, services, materials, supplies, equipment, fixtures, appliances, facilities, tools, transportation, storage, power, fuel, heat, light, cooling, any other utilities required for construction, access rights, and all necessary permits, required for the completion of the project at the Contractor’s sole expense. The Contractor shall complete the project by August 31, 2019.

2. Compensation.

a. The County shall pay the Contractor in amounts as detailed in Exhibit A, incorporated herein by reference, for a grand total of ___________ (hereinafter “Fixed Price Contract Amount”), subject to the conditions of this Agreement. Payment for services rendered shall be made upon acceptance of the work/required deliverables by the County and submission of a signed itemized invoice to the County. Invoices must specify the dates that services were performed, the nature of the work done on each date, and the number of hours worked on each date.

b. The Contractor may submit invoices once the Contractor provides the County with a certificate of completion. If the County disputes any invoiced amount, or the completion of the project, it shall notify the Contractor in writing within fourteen (14) calendar days. The County must process payments of any amounts not in dispute within thirty (30) calendar days after receipt of the invoice and supporting documentation or acceptance of the work/required deliverables, whichever is later.

c. Invoices are to be sent directly to the Director of the Information Technology Department, Greg Rast, either by mail to 1115 Albany St., Caldwell, ID 83605, or by email to [email protected]. The Contractor understands that, while the County will use its best efforts to secure prompt payment of invoices, the invoices must go to the Board for approval.

COUNTY CONTRACT C-3

d. To obtain payment pursuant to this Agreement, the Contractor must provide a filled-out W-9 form, proof of the Contractor’s current and valid licenses needed to provide the services, proof of insurance, and proof of an Idaho public works license to the County prior to commencing work. If the Contractor intends to use any subcontractors, then the Contractor must provide this same information to the County for each of the subcontractors as well.

e. The County is exempt from sales tax pursuant to Idaho Code § 63-3622O(f).

3. Changes in work.

a. A “change order" is a written instrument signed by the County and the Contractor, stating their agreement upon a change in the work, any adjustment in the Fixed Price Contract Amount, and any adjustment in the time for performance of the work.

b. The County shall not be obligated to make any adjustments to either the Fixed Price Contract Amount or time for performance. Changes in the work may be accomplished after execution of this Agreement, and without invalidating this Agreement, by a change order, subject to the limitations stated in this section. Changes in the work shall be performed under applicable provisions of this Agreement, and the Contractor shall proceed promptly, unless otherwise provided in the change order.

c. Any change order prepared, including those arising by reason of the parties' Agreement or by mediation, shall constitute a final and full settlement of all matters relating to or affected by the change in the work, including all direct, indirect, and consequential costs associated with such change, and any and all adjustments to the Fixed Price Contract Amount and time for performance. In the event a change order increases the Fixed Price Contract Amount, the Contractor shall include the work covered by such change order in the Contractor’s Request for Payment as if such work were originally part of this Agreement.

d. By the execution of a change order, the Contractor agrees and acknowledges that it has had sufficient time and opportunity to examine the change in work which is the subject of the change order and that it has undertaken all reasonable efforts to discover and disclose any concealed or unknown conditions which may to any extent affect the Contractor’s ability to perform in accordance with the change order.

4. Termination.

a. For cause. Contractor default occurs if the Contractor fails to perform any of the covenants or conditions of this Agreement or the Contractor fails to prosecute the work so as to endanger performance of this Agreement, and the Contractor does

COUNTY CONTRACT C-4

not cure such defects in performance within ten (10) calendar days after receipt of written notice from the County informing it of such defects in performance. If at the end of such cure period, the Contractor is still in default or noncompliance, then the County may terminate this Agreement. Upon such termination, the County may pursue any and all legal, equitable and other remedies available to the County. The Contractor shall be liable for any and all expenses that are incurred by the County as a result of the default, including, but not limited to, the costs of procuring substitute performance, legal fees, and losses incurred due to default.

b. For convenience. Either party may terminate this Agreement for its convenience at any time upon thirty (30) calendar days written notice to the other party, and, upon such termination, the County’s sole obligation shall be to pay for services satisfactorily rendered to the date of such termination.

c. Immediate termination. Notwithstanding any other provision in this Agreement, the County may terminate this Agreement immediately if the Contractor becomes insolvent or voluntarily or involuntarily bankrupt, or if a receiver or other liquidating officer is appointed for substantially all of the business of the Contractor, or if the Contractor makes an assignment for the benefit of creditors.

d. Mutual termination. The parties may terminate this Agreement at any time, in whole or in part, by mutual written Agreement executed by both parties.

e. Notice. Notice under this Agreement shall be effective when actually delivered. If mailed, notice shall be deemed effective forty-eight (48) hours after mailing registered or certified mail, postage prepaid.

f. Compensation in event of termination. In the event of termination prior to completion of the project, the Contractor shall be entitled to be paid for services satisfactorily rendered to the date of such termination. In no event shall the Contractor be entitled to recover anticipated profits or consequential damages from the County on account of a termination for convenience.

5. Indemnification. In the event the County is alleged to be liable solely as a result of wrongful acts, omissions, negligence, or failure to comply with the law, or all four (4), of the Contractor, its employees, subcontractors, and agents, the Contractor shall indemnify, defend, and hold the County, its elected officials, officers, agents, employees, representatives, externs, interns, and volunteers harmless from and against all liability, claims, loss, costs, and expenses arising out of, or resulting from, the actions of the Contractor. This duty shall extend only to the extent there are no allegations of wrongful acts, omissions or negligence of the County and/or its elected officials, officers, agents, employees, representatives, externs, interns, and volunteers

6. Intellectual property indemnification. The Contractor will indemnify and defend the County, elected officials, officers, agents, employees, representatives, externs, interns, and

COUNTY CONTRACT C-5

volunteers, at the Contractor’s expense, against any action brought by a third party against the County to the extent that the action is based upon a claim that the products or services provided directly infringes any copyrights or U.S. patents or misappropriates any trade secrets, and the Contractor will pay those costs and damages finally awarded by a court of competent jurisdiction against County in any such action that are specifically attributable to such claim or those costs and damages agreed to by the Contractor in a monetary settlement of such action. If the County’s use of the products or services is, or in the Contractor’s opinion is likely to become, enjoined as a result of an infringement claim, the Contractor will, at its option and expense, either (i) procure the right to continue providing the products or services; (ii) replace or modify the products or services so that it becomes non-infringing and remains functionally equivalent; or (iii) if, despite its commercially reasonable efforts, the Contractor is unable to do either (i) or (ii), the Contractor will accept return of the products or services, terminate the rights herein, and pay to the County a prorated refund of the money paid to the Contractor for the purchase of such products or services. Notwithstanding the foregoing, the Contractor will have no obligation with respect to any infringement claim based upon (a) any use of the products or services that is not in accordance with this Agreement or the corresponding documentation of the products or services; (b) any use of the products or services in combination with other products or equipment not supplied by the Contractor if such infringement would not have arisen but for such combination; or (c) any modification of the products or services by any person other than an individual with the requisite licensure and/or certification if such infringement would not have occurred but for such modification. This Section states the Contractor’s entire liability, and the County’s sole and exclusive remedy, for infringement claims and actions. The foregoing obligations are subject to the County notifying the Contractor promptly in writing of such action, giving the Contractor sole control of the defense thereof and any related settlement negotiations, and, at the Contractor’s reasonable request and expense (including reasonable attorneys’ fees), assisting in such defense.

7. Confidential information.

a. Definition. Any information that is clearly labeled as “CONFIDENTIAL INFORMATION” and is relating to, or derived from, the Contractor’s products and services is the Confidential Information of the Contractor. By labeling information provided to the County as “CONFIDENTIAL INFORMATION,” the Contractor certifies that it believes that such information qualifies as a trade secret under Idaho Code § 74-107(1). Confidential Information does not include information that a party can prove:

(i) is now or later becomes generally available to the public without fault of the party who received such information;

(ii) was rightfully in the receiving party’s possession prior to its disclosure by the disclosing party;

(iii) is independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or

COUNTY CONTRACT C-6

(iv) is obtained by the receiving party without obligation of confidentiality from a third party who has the right to disclose it.

b. Indemnification. In the event that County receives a public records request for Confidential Information, and County denies the public records request – in whole or in part – in reliance on Contractor's certification herein that such information constitutes a trade secret pursuant to Idaho Code § 74-107(1), then the Contractor shall indemnify, defend, and hold harmless County, its elected officials, officers, agents, employees, representatives, externs, interns, and volunteers from and against any and all claims, demands, defense costs, liability, or consequential damages of any kind or nature arising out of or in connection with litigation involving whether any documentation under this Agreement is exempt from public disclosure.

c. Disclosure. The County may disclose Confidential Information to the extent required by judicial or legislative order, or subpoena, provided that it gives the Contractor reasonable prior notice of such disclosure and, if feasible, the opportunity to object to or seek to limit such disclosure.

8. Insurance. Without limiting the County’s right to indemnification, the Contractor shall secure and provide to the County, and receive approval of such by the County, prior to commencing any activities under this Agreement, and maintain during the term of this Agreement, insurance coverage as follows:

a. Worker’s compensation insurance as required by Idaho statutes for the Contractor and any agents, employees, and staff that the Contractor may employ.

b. Commercial general liability insurance, including coverage for premises and operations, contractual liability, personal injury liability, property damage, and independent contractor’s liability (if applicable), in the minimum amount of $1,000,000 per occurrence and $2,000,000 in the aggregate, which shall name as additional insured and protect the County, and its officers, agents, and employees, from and against any and all claims, losses, actions, and judgments for damages or injury to persons or property arising out of or in connection with the Contractor’s acts.

c. Business auto liability insurance and, if necessary, commercial umbrella liability insurance, with a limit of not less than $1,000,000 per accident. Such insurance shall cover liability arising out of any auto (including owned, hired, and non-owned autos). Business auto coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage equivalent to that provided in the 1990 and later editions of CA 00 01.

COUNTY CONTRACT C-7

d. Errors and omissions liability insurance coverage, including contractual liability, in an amount not less than $1,000,000, and the Contractor shall maintain such coverage for at least two years from the termination of this Agreement. During this two-year period, the Contractor shall use the Contractor’s best efforts to ensure that there is no change of the retroactive date on this insurance coverage.

The Contractor shall either include all subcontractors as insured under its insurance policies or furnish separate certificates and endorsements for each subcontractor.

9. Insurance policy terms. The aforementioned commercial general liability insurance, business auto liability insurance, and errors and omissions liability insurance policies of the Contractor shall contain, or be endorsed to contain, the following provisions:

a. The County, its officers, officials, employees, and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Contractor’s products, services, and completed operations of the Contractor; premises owned, leased or used by the Contractor; and automobiles owned, leased, hired, or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of the protection afforded to the County, its officers, officials, employees or volunteers. For the commercial general liability insurance policy, the aggregate shall be on a per-project basis.

b. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the County, its officers, officials, employees or volunteers.

c. The Contractor’s insurance policies shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

10. Staffing. As required by Idaho Code § 44-1002, the Contractor shall employ ninety-five percent (95%) bona fide Idaho residents as employees on this project unless this project will require fifty (50) or fewer persons, in which case, the Contractor may employ ten percent (10%) nonresidents. Notwithstanding the foregoing, the Contractor shall give preference to the employment of bona fide residents in the performance of the project.

11. Bond.

a. The Contractor shall furnish separate performance and payment bonds that satisfy the requirements of Idaho Code § 54-1926 to the County before beginning work under this Agreement. Each bond shall set forth a penal sum in an amount not less than the Fixed Price Contract Amount and shall include a power of attorney attached to each bond. The signature of both the Contractor (principal) and the Surety are required. If the Surety is incorporated, both bonds must have the corporate seal. Each bond furnished by the Contractor shall incorporate by reference the terms of this Agreement as fully as though they were set forth

COUNTY CONTRACT C-8

verbatim in such bonds. In the event the Fixed Price Contract Amount is adjusted by change order executed by the Contractor, the penal sum of both the performance bond and the payment bond shall be deemed increased by a like amount. The performance and payment bonds furnished by the Contractor shall be an AIA Document A312, or a standard surety form certified approved to be the same as the AIA Document A312, and shall be executed by a Surety, or Sureties, reasonably acceptable to the County and authorized to do business in the State of Idaho.

b. Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under this Agreement, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made.

c. It is the Contractor's obligation to notify the Surety in the event of changes in this Agreement and its documents which, in the absence of notification, might serve to discharge the Surety's obligations, duties or liability under bonds or this Agreement.

12. Payment of taxes. As required by Idaho Code § 63-1503, the Contractor, in consideration of securing the business of erecting or constructing public works in the state of Idaho, recognizing that the business in which it is engaged is of a transitory character, and that in the pursuit thereof, its property used therein may be without the state when taxes, excises, or license fees to which he is liable become payable, agrees to do the following:

a. To pay promptly when due all taxes (other than on real property), excises and license fees due to the state, its subdivisions, and municipal and quasi-municipal corporations therein accrued or accruing during the term of this contract, whether or not the same shall be payable at the end of such term;

b. That if the said taxes, excises, and license fees are not payable at the end of said term, but liability for the payment thereof exists, even though the same constitute liens upon his property, to secure the same to the satisfaction of the respective officers charged with the collection thereof; and

c. That in the event of its default in the payment or securing of such taxes, excises, and license fees, to consent that the department, officer, board, or taxing unit entering into this contract may withhold from any payment due it hereunder the estimated amount of such accrued and accruing taxes, excises, and license fees for the benefit of all taxing units to which the Contractor is liable.

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13. Administration. Each of the parties has designated the following individuals to be its administrator or point-of-contact for the purpose of this Agreement:

Contractor

Administrator name:

Administrator email:

Administrator cell phone:

Administrator address:

County

Administrator name:

Administrator email:

Administrator cell phone:

Administrator address:

Communications to coordinate efforts between the parties with regard to this Agreement shall be made between these individuals or their designee. A party must provide written notice to the other party to change the point-of-contact and contact information within two (2) business days of changing the point-of-contact.

14. Right of control. The County agrees that it will have no right to control or direct the details, manner, or means by which the Contractor accomplishes the results of the services performed hereunder. The Contractor has no obligation to work any particular hours or days or any particular number of hours or days other than otherwise set forth in this agreement. The Contractor must not let its other contracts or services interfere with the performance of its services under this Agreement.

15. Independent contractor.

a. The Contractor is an independent contractor and is not an employee, servant, agent, partner, or joint venturer of the County. The County shall determine the work to be done by the Contractor, but the Contractor shall determine the legal means by which it accomplishes the work specified by the County.

b. Neither federal, state or local income taxes, nor payroll taxes of any kind shall be withheld and paid by the County on behalf of the Contractor or the employees of the Contractor. The Contractor shall not be treated as an employee with respect

COUNTY CONTRACT C-10

to the services performed hereunder for federal or state tax purposes. The Contractor understands that the Contractor is responsible to pay, according to law, the Contractor's income tax. The Contractor further understands that the Contractor may be liable for self-employment (Social Security) tax to be paid by the Contractor according to law.

c. Because the Contractor is engaged in its own independently established business, the Contractor is not eligible for, and shall not participate in, any employee pension, health, or other fringe benefit plans of the County.

16. Representations. The Contractor represents as follows:

a. Neither it nor any of its principals are related to a county commissioner or other Canyon County official by blood or marriage within the second degree of kindred.

b. The Contractor agrees to comply with all federal, state, city, and local laws, rules, and regulations in any way affecting the Agreement, or the work performed under the Agreement.

c. The Contractor possesses the skill, experience, licenses, and permits required to provide the services and products under this Agreement.

d. There are no judgments, liens, actions, or proceedings existing or pending against it that would materially affect its ability to enter into or perform under this Agreement.

e. The Contractor is duly organized, validly existing, and in good standing under the laws of the state in which it resides. The Contractor is duly authorized to conduct business in the state of Idaho, and has all necessary corporate powers to enter into this Agreement as required by Idaho Code § 63-1502.

f. The Contractor has visited the location where the project is to occur, and become familiar with and satisfied as to the general and local conditions that may affect cost, progress, and performance of the project.

g. The Contractor warrants that all materials and goods supplied under this Agreement shall be of good merchantable quality and that all services will be performed in a good workmanlike manner. The Contractor acknowledges that it will be liable for any breach of this warranty.

h. The Contractor shall provide services under this Agreement in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality.


17. Nonappropriation. In order to comply with the requirements of Article VIII, Section 3 of the Constitution of the state of Idaho, the County may cancel this agreement for any fiscal year when the necessary funds for the fulfillment of this agreement are not budgeted for, and appropriated by, the County. The County may, solely at its option, at the end of any fiscal year of the County, cancel this contract, without penalty, if the County determines not to budget or appropriate funds from revenues legally available to it, for the goods and services contracted for. The County's fiscal year commences on the 1st day of October of each year and terminates on the 30th day of September of the following year.

18. Venue. This Agreement shall be construed and enforced in accordance with the laws of the United States and of the state of Idaho without regard to its conflict of law provisions. The Idaho state courts of Canyon County, Idaho (or, if there is exclusive federal jurisdiction, the United States District Court for the District of Idaho) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and the parties hereby consent to the jurisdiction of such courts.

. 19. Waiver of jury trial. The parties hereby waive their respective rights to a jury trial

of any claim or cause of action based upon or arising out of this Agreement or any of the transactions contemplated therein, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law or statutory claims. The parties represent that each has reviewed this waiver and each knowingly and voluntarily waives its jury trial rights. In the event of litigation, a copy of this Agreement may be filed as written consent to a trial by the court.

20. Equal employment opportunity. The Contractor shall comply with all provisions of federal, state and local laws and regulations to ensure that no employee or applicant for employment is discriminated against because of race, religion, color, sex, marital status, age, disability, or national origin.

21. Warranty against contingent fees. The Contractor warrants that no person or selling agency has been employed or retained to solicit this Agreement upon a contract or arrangement for the commission, percentage, brokerage, or contingency except bona fide employees or selling agents maintained by the Contractor to secure business.

22. Contractor personnel. The Contractor agrees that the County may request a replacement or deny access of any Contractor personnel believed unable to carry out the responsibilities of this Agreement, or unsuitable for working within the environment.

23. Drugs and alcohol. No alcoholic beverages, illegal drugs under state and federal laws, non-prescribed controlled substances, or otherwise legal, but illicitly used substances that may impair a person’s job performance or pose a safety hazard (collectively “Prohibited Substances”) shall be allowed on the County’s property. Illicitly used substances include prescription drugs obtained without proper medical authorization for the user and prescribed drugs, over-the-counter drugs, and other substances not being used for their intended purposes or at intended dosage. The only permitted possession and use of controlled substances on any


County property shall be prescription medicines, properly dispensed by a licensed medical practitioner, which, in that medical practitioner’s judgment, do not impair the person’s ability to perform work safely and competently. The County may remove from County property any person suspected or found to be using, under the influence of, in possession of, or selling or attempting to sell a Prohibited Substance on County property.

24. Force majeure.

a. “Force Majeure Event” means, with respect to a party, any event or circumstance, whether or not foreseeable, that was not caused by that party. Force majeure event shall not include, however, a strike or other labor unrest that affects only that party, an increase in prices or other change in general economic conditions, or a change in the law.

b. If a Force Majeure Event prevents a party from complying with any one or more obligations under this Agreement, that inability to comply will not constitute breach if (i) that party uses reasonable efforts to perform those obligations, (ii) that party’s inability to perform those obligations is not due to its failure to (A) take reasonable measures to protect itself against events or circumstances of the same type as that Force Majeure Event or (B) develop and maintain a reasonable contingency plan to respond to events or circumstances of the same type as that Force Majeure Event, and (iii) that party complies with its obligations under this section.

c. If a Force Majeure Event occurs, the noncomplying party shall promptly notify the other party of occurrence of that Force Majeure Event, its effect on performance, and how long the noncomplying party expects it to last. Thereafter the noncomplying party shall update that information as reasonably necessary. During a Force Majeure Event, the noncomplying party shall use reasonable efforts to limit damages to the other party and to resume its performance under this agreement.

25. Severability. This Agreement is intended to be as broad and inclusive as is permitted by applicable law, and if any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction for any reason whatsoever, (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including without limitation, all portions of any provisions containing any such unenforceable provision that are not themselves unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the unenforceable provision shall be deemed modified and replaced by a provision that approximates the intent and economic effect of the unenforceable provision and the Agreement shall be deemed amended accordingly.

26. Time is of the essence. Time of the essence for this Agreement.


27. Assignment. This Agreement shall not be transferred or assigned by the Contractor to any other party without the written consent of the Board.

28. Attorney fees. Reasonable attorney fees shall be awarded to the prevailing party in any action to enforce this Agreement or to declare forfeiture or termination of this agreement.

29. Binding authority. The member of the Contractor signing below represents that he has full authority to enter into this Agreement on behalf of the Contractor, knowing that the County will rely thereon.

30. Entire agreement. This Agreement, together with the County’s request for proposal, the County’s addendums, and the Contractor’s proposal, and any exhibits incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and the aforementioned documents, the statements in the exhibits shall control.

31. Modification. This Agreement may only be amended, modified, or supplemented by an agreement executed by the Board and a member of the Contractor having full authority to legally bind the Contractor.

32. Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

33. Survival. Sections [REFERENCE SECTION NUMBERS] of this Agreement survive for two years past termination or expiration of this agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement.


CONTRACTOR

_________________________________________ Signature

_________________________________________ Printed name

_________________________________________ Company name

_________________________________________ Title

STATE OF IDAHO ) ) ss.

County of __________ )

On the _____ day of _________________, 20__, before me, the undersigned Notary Public, personally appeared ______________________________, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same.




CANYON COUNTY BOARD OF COUNTY COMMISSIONERS

DATED this day of , 2019.

Motion Carried Unanimously Motion Carried/Split Vote Below Motion Defeated/Split Vote Below

Yes No Did Not Vote

Commissioner Leslie Van Beek

Commissioner Tom Dale

Commissioner Pam White

ATTEST: CHRIS YAMAMOTO, CLERK

By: Deputy Clerk


CANYON COUNTY INFORMATION TECHNOLOGY DEPARTMENT

_________________________________________ Greg Rast, Director

STATE OF IDAHO ) ) ss.

County of __________ )

On the _____ day of _________________, 20__, before me, the undersigned Notary Public, personally appeared ______________________________, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same.



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