CITY OF BOISE

                 REQUEST FOR PROPOSALS


             Consulting Services for Fiber Optic System

                            RFP 02-116

March 20, 2012
                                             RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
                              Page 1 of 17
July 9, 2002                            Invitation to Submit a Proposal

The City of Boise, Idaho is requesting proposals from qualified Consultants for services related to the
development and implementation of a fiber optic communications system. Proposals may be submitted to the
Purchasing Office, 150 N. Capitol Blvd., Boise, Idaho, 83702, until Wednesday, July 24, 2002 at 4:00 p.m., local
time. Immediately thereafter, all proposals will be opened and publicly acknowledged in the presence of the
proposers at Boise City Hall.

Proposals will be Submitted for: RFP 02-116; Consulting Services for Fiber Optic System, Boise City

Proposal packets are available at the Purchasing Division of the City of Boise, Boise City Hall, 150 N. Capitol
Blvd. Boise, ID. If you are from outside the Boise area, Proposal Packets may be requested by calling 208-384-
3775. There is no charge for the proposal packet.

Qualified firms are invited to submit a proposal in the format outlined in the attached Request for Proposal. Any
proposal may be withdrawn prior to the scheduled time for the opening of the proposals.

All proposals must be enclosed in a sealed envelope addressed to the Purchasing Office, 150 N. Capitol Blvd.,
Boise, Idaho, 83702, and plainly marked ARFP 02-116; Consulting Services for Fiber Optic System@ Faxed
Proposals will not be accepted.

The City of Boise reserves the right to reject any and all proposals, to waive any irregularities in the proposal
received and to accept the proposal that is in the best interest of the City. Boise City is an Equal Opportunity
Employer. The City of Boise is exempt from Federal and State taxes and will execute the required exemption

In determining the best qualified proposal, Purchasing will consider all acceptable proposals on a basis consistent
with RFP requirements. The City will also consider whether the proposer is a responsible proposer as described
in the Boise City Code Section 1-11-1.

Please address any questions regarding the specifications of this Invitation for Proposals or questions on how to
submit a proposal to:

    Kathy Kuehne, Purchasing Specialist
    Boise City Purchasing
    Phone: (208) 384-3777
    Fax:     (208) 384-3995

    March 20, 2012                                Page 2 of 17              RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES

$   All Consultants should review the proposed contract agreement and supplemental documents attached to this
    request. All the terms and conditions of the agreement are binding on the successful Consultant. The
    successful Consultant will be expected to provide the services described within this document.

$   The selected Consultant(s) will be required to enter into a general contract agreement with the City as
    outlined in Attachment "A", hereto. The City desires to have the Consultant designate a Project Manager
    contact person that will be available to negotiate and to facilitate coordination and uniformity.

$   The sealed envelope in which the proposal is received is to be specifically marked:

                          ARFP 02-116; Consulting Services for Fiber Optic System @

$   The proposal can be hand delivered, mailed or Federal Expressed to:

          City of Boise Purchasing Department
          150 North Capitol Blvd.
          Boise, Idaho 83702

 Please submit your original proposal along with six (6) copies.

 The Owner is the City of Boise.

 All proposals must be signed. Proposals not signed will not be considered.

Intent of Proposal

It is the intent of this proposal to describe the Consulting Services for Fiber Optic System in sufficient detail to
secure qualified proposals. All services or considerations not specifically mentioned in the proposal packet which
are felt to be necessary by the Consultant to provide the services requested should be included in the proposal.

Evaluation of Consultants

Before a contract will be awarded for services, the City may conduct reference investigations as is necessary to
evaluate the proposal and to determine the performance record and ability of Consultants to perform the size and
type of work specified under the contract, and to determine the quality of the service being offered. By
submitting a proposal, you authorize the City to conduct reference investigations as needed.


The successful firm will be required to provide evidence of General (Public) Liability Insurance and Professional
Liability Insurance in the form of certificates of insurance issued on behalf of the City of Boise for the following
minimum limits and coverage:

    Comprehensive General Liability Insurance:       $1,000,000
    Professional Liability Insurance:                $1,000,000

The City of Boise is to be named as an additional insured on the Comprehensive General Liability Insurance policy

    March 20, 2012
                                                  Page 3 of 17               RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
The contract will also require that the Consultant provide Worker's Compensation Insurance for all employees engaged in
the project.
Reserved Rights
The City of Boise reserves the right to accept or reject proposals and to modify project requirements after review
of RFP replies.

The City may select a firm(s) on the basis of the written proposal or may request oral presentations from the
most highly rated firms under the evaluation criteria. The firms selected through this process as the best qualified
will then be requested to negotiate a contract.

The City of Boise is exempt from Federal and State taxes and will execute the required exemption certificates.

Request for Clarification, Protest of Proposal Requirements, Standards, Specs, or Process
Any Consultant who wishes to request clarifications, or protest the requirements, standards, specifications or processes
outlined in this Request for Proposal may submit a written notification to the Purchasing Agent, to be received no later
than four (4) working days prior to the proposal opening date. The notification will state the exact nature of the
clarification, protest, describing the location of the protested portion or clause in the Proposal document and explaining
why the provision should be struck, added, or altered, and contain suggested corrections. The Purchasing Agent may
either deny the protest, require that the Proposal document be modified, modify the proposal, and/or reject all or part of
the protest. Changes to the RFP will be made by written addendum. Verbal responses will not be binding on the City or
the Consultant.

Protest of Contractor Selection or Contract Award

Any actual or prospective Consultant who is aggrieved in connection with the selection of a Contractor or award of the
contract or proposal may submit a protest to the Purchasing Agent. The protest will be submitted in writing within four
(4) working days after such aggrieved person knows or should have known the facts which give rise to the protest.
 The protest must set forth in specific terms the alleged reason the Contractor selection or contract award is erroneous.
Any protest addressed to the Mayor or City Council will be referred to the Purchasing Agent.

Public Records
The City of Boise is a public agency. All documents in its possession are public records. Proposals are public
records and, except as noted below, will be available for inspection and copying by any person. If any Consultant
claims any material to be exempt from disclosure under the Idaho Public Records Law, the Consultant will
expressly agree to defend, indemnify and hold harmless the City from any claim or suit arising from the City's
refusal to disclose any such material. No such claim of exemption will be valid or effective without such express
agreement. The City will take reasonable efforts to protect any information marked "confidential" by the
Consultant, to the extent permitted by the Idaho Public Records Law. Confidential information must be
submitted in a separate envelope, sealed and marked "Confidential Information" and will be returned to the
Consultant upon request after the award of the contract. It is understood, however, that the City will have no
liability for disclosure of such information. Any proprietary or otherwise sensitive information contained in or
with any Proposal is subject to potential disclosure.

Disadvantaged Business Enterprises (D.B.E.)

D.B.E. firms and business enterprises are encouraged to submit a proposal. Women owned and minority owned
firms are encouraged to submit a proposal. The City actively encourages any proposals by D.B.E. firms for
goods and services for the City.

     March 20, 2012
                                                     Page 4 of 17                RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
Contact for Questions

Questions relating to scope of work or submittal requirements should be directed to:

    Kathy Kuehne, Purchasing Specialist
    Boise City Purchasing
    Phone: (208) 384-3777
    Fax: (208) 384-3995

The City of Boise reserves the right to reject any and all proposals, to waive any irregularities in the proposals
received and to accept the proposal deemed most advantageous to the best interest of the City of Boise.


Proposal Acceptance Period
All proposals must include a statement that the proposal is valid for a period of sixty (60) days (minimum)
subsequent to the RFP closing date.

Addenda to the RFP

If this RFP is modified by the City, the modifications will be sent to each Consultant in writing. Verbal modifications
are not binding on the City or the Consultant. No oral changes will be considered or acknowledged. Consultants are
requested to acknowledge each addenda received in their Proposal response.

Consultant=s Costs

The Consultant will be responsible for all costs incurred in preparing or responding to this RFP. All materials and
documents submitted in response to the RFP become the property of the City and will not be returned.

Anticipated Schedule

           RFP Advertised:    July 10 & 22, 2002
           RFP Opens:     July 24, 2002
           Council Approval: August 13, 2002

The selected Consultant(s) will be expected to execute a contract (attachment "A") with the City of Boise.

     March 20, 2012
                                                    Page 5 of 17               RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
                                       SCOPE OF CONSULTING SERVICES


The City of Boise is a rapidly growing community of approximately 197,000 people, encompassing approximately 66
square miles of land area. Being the State Capital ; Boise is the primary or home location for many public and private
organizations, and is a major part of the population center of the state. Boise is unlike many large communities in that
several key public services are provided through others. The Ada County Highway District maintains the streets; United
Water of Idaho and other private purveyors provide domestic water. Idaho Power provides electricity, and Intermountain
Gas Company provides natural gas. The City of Boise provides sewer collection services to approximately two thirds of
the community, Citywide wastewater treatment, and it maintains it=s own street lighting system. Schools are provided by
two independent school districts.


Boise wants to be forward thinking and informed about the most useful municipal role in telecommunications
transmission within the community. The City wants to foster a robust system of communication services that will attract
and retain businesses, residents and visitors who value high bandwidth telecommunications.

Feasibility study: Boise is seeking a Consultant to help evaluate the feasibility of such a system and to develop
plans for installing a City owned/operated fiber optics communication system within the City. The feasibility
study is intended to inform the City Council to allow them to set policy regarding the City=s role in
telecommunications within the community. The study has two key issues:

First, how should the City facilitate development of a broadband system that is available to all homes and businesses
throughout the City? We want to know and understand our options: as a municipal activity, as a cooperative effort with a
system provider(s), or in some other less direct ways.

Second, how should the City develop an Institutional Network to interconnect all City Departments and City owned
facility locations throughout the City. No matter the role the City plays in the citywide MetroNet, we want to achieve
an broadband INet as quickly as possible. We want to know our most cost effective INet option(s). We have received
proposals from Cable One and from IdaComm. We need guidance and advice as to whether these proposals are the most
cost effective, or if there are other effective but less expensive ways to implement an INet system.

Consultant role

The consultant will be asked to provide expert information about the City=s goals in telecommunications and to assist in
clarifying strategic goals and business planning. The consultant will be asked to help the City frame issues and feasibility
study questions. The consultant will be asked to advise and document the installation and implementation
requirements, economic feasibility, benefits, and issues for both a potential city wide broadband system to all
homes and businesses and for a City INet. The Consultant will be asked to evaluate options for public/private
partnerships on shared or leased facilities. The Consultant will work with a technical advisory committee made
up of key City staff members that give direction and guidance for the Consultants work.

     March 20, 2012
                                                      Page 6 of 17                RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
The proposed work shall proceed in two or more independent stages. Stage 2 may or may not be authorized
depending upon findings and approval of Stage 1.

Specific Work Tasks (Stages)

1) Stage 1: Preliminary Assessment/Concept recommendations
      The purpose of the assessment is, in a cost effective manner, to answer the following questions:

          1) Identify the best role for the City to play in assuring broadband is available to the homes and
             businesses throughout Boise.
          2) Which MetroNet technology(s) and business model best addresses the current and future needs
             of our community?
          3) What are the anticipated costs and revenues associated with such a MetroNet?
          4) What financing options are available and how will it impact the City and its residents?
          5) What will be required to make the MetroNet economically viable in our community?
          6) Identify the least cost, most cost effective way to provide an INet for the City and other

   A) Background Information

          1) Background information shall be provided on:

                 a) Business model alternatives (Including opportunities for partnerships)
                 b) Technology options
                 c) Identification of legal issues/authorities in Idaho, and potential financing options utilized in
                    other states.

          2) Inventory
             Consultant shall compile a generalized inventory and location of existing fiber optic systems
             within the City that may be used as part of the MetroNet through partnership arrangements or
             acquisition. Inventory shall include both public and privately owned/operated systems.
             Inventory shall be presented as a GIS informational layer compatible with the City digital base

   B) Concept and Option Analysis
      Based upon committee direction, consultant will develop concepts and analyze a minimum of
      three different system options based upon levels of desired service. Analysis shall contain:

          1) Build out cost estimates for residential, business and government
          2) Revenue projections
          3) Benefits, limitations, risks, installation requirements, estimates of economic feasibility,
             and previous similar size City experiences shall be presented for each system option.

   C) Stage 1 - Preliminary Plan
      Based upon committee direction, consultant shall prepare a preliminary system plan on the selected option.
      In addition to the information gathered on this option in Step 1B; plan shall identify any needed
      public/private partnerships for implementation. Portions of plan that identify approximate locations of
      existing or proposed facilities shall be provided in digital format that is compatible with the City=s GIS base

    March 20, 2012
                                                     Page 7 of 17              RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
   D) City Council Presentation
      Consultant shall be required to present the recommended preliminary plan, along with sufficient educational
      background information, to at least two public informational meetings and City Council for their approval.
      (Additional presentations may be negotiated.)

2) Stage 2: Full Feasibility Study
      This stage is intended to document with reliability the feasibility of moving forward with a City
      owned System. Final scope of work will be dependent upon the outcome of Stage 1. Based upon
      the answers identified to the questions in Step 1; major items (summarized) to be addressed

                 A) Primary research for the Community
                    1) Residential survey (service offerings, adoption rates, projected revenues)
                    2) Business survey (specific needs & services, projected revenues)
                    3) Analysis of government and school requirements and their interest in using this service
                    4) Projected costs to deploy this project, including ongoing maintenance and operating

                 B) Detail network architecture

                 C) Network design
                    1) Component level specification
                    2) Technical diagrams of network architecture including electronics and hardware with
                       approximate locations presented as a GIS layer compatible with City digital base map
                    3) Explanation of design and components selected.

                 D) Advanced financial models that address the following:
                     1)   Basic service descriptions.
                     2)   Pricing models for these services, both wholesale and retail.
                     3)   Forecast of acceptance rates based upon primary research in step 2A.
                     4)   Forecast of revenues
                     5)   Projected financial statements using these statistics for each year to expected break-even

                 E) Partnerships
                    1) Identify service providers for content, network operations and continuing management and
                       recommend optimal partners.
                    2) Identify electronic equipment providers and integrators and recommend optimal partners.
                    3) Identify other governmental agencies or companies that would prove beneficial to this

The City may select a Consultant directly from the evaluation process, or may chose to interview several firms.
Once the Consultant has been selected, Boise City will enter into negotiations with the selected Consultant to
develop a contract and final scope of services which represents the best value to the City. If compensation or
other terms cannot be agreed upon with the selected proposer, the City will terminate negotiations with that
proposer, and may enter into negotiations with the next highest ranked proposer or reject all proposals as is in
the best interest of the City.

    March 20, 2012
                                                       Page 8 of 17              RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
                                          FORMAT OF PROPOSALS

All proposals submitted in response to this request should include the following headings to assist evaluation. The
proposals should be clear and to the point. Emphasis should be placed on specific qualifications of the personnel
who will actually perform the work . Please limit proposal to ten (10) pages, including cover letter, plus
attachments showing similar projects, resumes of key personnel, and billing rates.

1. Cover Letter

The cover letter should contain an introduction of your firm, a summary of its approach, commitment, interest,
and experience in this type of work and your firms ability to respond and perform the anticipated services in a
timely manner. The services anticipated by this proposal will for the most part be requested on short notice
with tight time frames. The cover letter should be signed by a principal of the firm

II         Basic Qualifications

Provide basic data relative to the firm's size, history, personnel, special expertise and general credits. Awards,
associations, etc., may be included in this information.

The City reserves the right to investigate and confirm the Consultant's financial responsibility. This may
include financial statements, bank references and interviews with past clients, employees, and creditors.
Unfavorable responses to these investigations may be grounds for rejection of proposal.

2. Project Manager and Key Staff

This section should outline the Project Manager and Key Staff members qualifications, experience, expertise
and ability to respond in a timely fashion relating to the type of projects anticipated for this proposal. Specific
emphasis should be placed on past projects performed for Boise City and/or other similar entities. A list of
references for past relevant projects managed by the Project Manager and Key Staff members is desirable. An
organization chart should be included in this section. Resumes, if included, should be enclosed in the
proposal appendix.

3. Support Staff and Equipment

This section should summarize the number of staff and equipment available to support the key individuals.
Include a summary of equipment capabilities such as Computer Aided Design and drafting hardware and
software, word processing, survey equipment, other specialized office or field equipment that would enhance
your firms ability to meet or exceed anticipated services. Also, please identify and summarize capabilities for
any firm(s) in which you would anticipate subcontracting services such as mechanical, electrical, surveying,
structural design, etc. Resumes, if included, should be enclosed in the appendix of your proposal.

4. Approach to Project

Projects that are designed and administered under this RFP will be assigned to the appropriate Consultant, as
determined by the City. The Consultant shall include a statement of approach to the scope of work as defined
by this RFP, illustrative of your approach to the miscellaneous services format, and your willingness to
participate in this miscellaneous contract format.

     March 20, 2012
                                                  Page 9 of 17              RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
5. Specific Relevant Project Experience

Provide a statement of qualifications that identifies examples of the types of projects, either public or private,
that relate to the development and installation of a large scale fiber optic communications systems. Specific
experience and references of key personnel will be especially important. References, including names and
phone numbers should be listed for each of the projects.

6.         Other (Optional)

This section is provided to allow for any other information you as a Consultant believe is important to be
noted as a part of the selection process.

7. Consultant Fees

Boise City requests submittal of Consultant fees in a billable hour rate format (hourly rate with multiplier
applied) for all personnel proposed for use on this project.

Provide the following information in a table format: 1) key project personnel, 2) their titles, 3) the exact bill-
out rate of each person in dollars per hour, and 4) the multiplier used for each person. Please identify the
items that are included in the Consultants multiplier. All ordinary computer time (including CAD stations),
miscellaneous reproduction charges, communication charges, etc. should be included in the multiplier. The
multiplier is defined as the ratio between the individual's bill-out rate divided by that person's gross hourly
pay. For salaried personnel, the gross hourly pay is determined by dividing the individual's gross yearly salary
by 2080 hours.

8.         Hourly Rates/ Reimbursable Costs

The hourly rates include direct labor, general and administrative overhead, profit margin, ordinary and CAD
computer time, ordinary software costs, office supplies, ordinary surveying supplies and equipment, routine
reproduction costs, local communication charges, facsimile charges and travel costs within Ada County.

The hourly rates do not include project related reimbursable costs such as costs associated with: extensive
reproductions costs such as reproduction of final bidding documents (plans and specifications), studies, etc;
travel outside of Ada County; per diem; specialized equipment or software; and long distance communication
charges. Unless otherwise agreed to as a part of a specific task negotiation, these reimbursable costs will be
billed to the CITY at the CONSULTANT=S cost and sub-Consultants costs without additional markup.

     March 20, 2012
                                                 Page 10 of 17              RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
                                          PROPOSAL SIGNATURE PAGE

                      Please complete and return this Proposal Signature Page with your Proposal.

Proposer Signature                                        Company Name (Printed)

Proposer Name                                             Title

Proposer Address                                          Federal Tax I.D. Number

City, State, Zip                                          Proposer Telephone Number

Proposer E-Mail Address                                   Proposer Fax Number

                                                  ATTACHMENT A

     March 20, 2012
                                                    Page 11 of 17             RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
                                      AGREEMENT FOR
                                         RFP 02-116

This Agreement, made this   day of    , 2002, by and between the City of Boise, Ada County, Idaho,
hereinafter  referred    to as    the  OWNER,      and    ___________________________
___________________________________________ hereinafter referred to as the CONSULTANT.

WHEREAS, the OWNER, desires to obtain professional Consulting services for Fiber Optic Systems, herein
referred to as the PROJECT; the CONSULTANT agrees to perform the various Consulting services delineated
in this Agreement for said PROJECT.

The CONSULTANT acknowledges that they have reviewed the scope of work to be performed under this
Agreement and agrees to perform the work in accordance with the terms of payment in this Agreement. The
CONSULTANT agrees to complete the services delineated and within the specified days, as specified in the
attached schedule of work.

It is understood and agreed that the CONSULTANT is skilled in the professions required to perform the work
under this Agreement and that the OWNER relies upon the skill of the CONSULTANT to perform its work in a
professional manner, and the CONSULTANT thus agrees to so perform its work and the acceptance by the
OWNER does not release the CONSULTANT from professional responsibility.

It is mutually agreed by the parties that:

                                              SECTION 1


The following data and/or services are to be provided by the OWNER without cost to the CONSULTANT.

   A) Provide ongoing review of the CONSULTANT work and timely consideration of policy issues at a time
      acceptable to both the OWNER and CONSULTANT.

   B) Provide access to relevant record drawings, master plans, and other relevant design information of
      City record.

    March 20, 2012
                                             Page 12 of 17            RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
                                                 SECTION 2

                                        ADDITIONAL PROVISIONS

2.1 The CONSULTANT shall bill for the various services as completed no more frequently than once per
    month. The amount of the bill shall be in accordance with the actual services completed, not to exceed a
    total amount as outlined in the scope of work and the OWNER shall timely reimburse the CONSULTANT
    for said completed services.

2.2 Indemnification
   CONSULTANT shall indemnify and save and hold harmless OWNER from and for any and all
   losses, claims, actions, judgments for damages, or injury to persons or property and losses and
   expenses caused or incurred by any negligent act, error or omission, or any willful or intentional
   misconduct of CONSULTANT, its servants, agents employees, guests, and business invitees, and not
   caused by or arising out of the tortuous conduct of OWNER or its employees.

2.3 Insurance Requirements
    The CONSULTANT, certifying that they are an independent contractor shall acquire and maintain
    throughout the term of this contract the following insurance coverage:

   a) General Liability Insurance at 1,000,000.

   b) Professional Liability Insurance (Errors and Omission) with a minimum limit of 1,000,000.

   c) Workers Compensation and Employers Liability Insurance

          The limits of said insurance shall not be deemed a limitation of the covenants to indemnify and save
          and hold harmless the OWNER; and if the OWNER becomes liable for an amount in excess of the
          insurance limits, herein provided, CONSULTANT covenants and agrees to indemnify and save and
          hold harmless OWNER from and for all such losses, claims, actions, or judgments for damages or
          liability to persons or property. The General Liability Certificate of insurance shall name the OWNER
          as an additional insured and shall be provided to the Boise City Purchasing Division prior to
          proceeding with the PROJECT.

2.4 Independent Contractor
    In all matters pertaining to this agreement, CONSULTANT shall be acting as an independent contractor,
    and neither CONSULTANT nor any officer, employee or agent of CONSULTANT will be deemed an
    employee of OWNER. The selection and designation of the personnel of the OWNER in the performance
    of this agreement shall be made by the OWNER.

2.5 Notices
    Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this
    agreement, shall be in writing and be deemed communicated when mailed in the United States mail,
    certified, return receipt requested, addressed as follows:

                 Owner                          Consultant
                 Boise City
                 Public Works Department
                 PO Box 500
                 Boise ID 83701-0500

   Either party may change their address for the purpose of this paragraph by giving written notice of such
   change to the other in the manner herein provided.

    March 20, 2012
                                                 Page 13 of 17             RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
2.6 Time is of the Essence
    The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every
    term, condition and provision hereof, and that the failure to timely perform any of the obligations
    hereunder shall constitute a breach of and a default under this Agreement by the party so failing to

2.7 Assignment
    It is expressly agreed and understood by the parties hereto, that CONSULTANT shall not have the right to
    assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express
    written consent of OWNER.

2.8 Reports and Information
    At such times and in such forms as the OWNER may require, there shall be furnished to the OWNER such
    statements, records, reports, data and information as the OWNER may request pertaining to matters
    covered by this Agreement.

2.9 Publication, Reproduction and Use of Material
    No material produced in whole or in part under this Agreement shall be subject to copyright in the United
    States or in any other country. The OWNER shall have unrestricted authority to publish, disclose and
    otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement.

2.10 Compliance with Laws
    In performing the scope of services required hereunder, CONSULTANT shall comply with all applicable
    laws, ordinances, and codes of Federal, State, and local governments.

2.11         Changes
             The OWNER may, from time to time, request changes in the Scope of Services to be performed
             hereunder. Such changes, including any increase or decrease in the amount of CONSULTANT
             compensation, and any changes in the time of completion, which are mutually agreed upon by and
             between the OWNER and CONSULTANT, shall be incorporated in written contract amendments to
             this Agreement.

2.12         Termination for Cause
             If, through any cause, CONSULTANT shall fail to fulfill in a timely and proper manner its obligations
             under this Agreement, or if CONSULTANT shall violate any of the covenants, agreements, or
             stipulations of this Agreement, the OWNER shall thereupon have the right to terminate this
             Agreement by giving written notice to CONSULTANT of such termination and specifying the effective
             date thereof at least fifteen (15) days before the effective date of such termination. In such event, all
             finished or unfinished documents, data, maps, studies, surveys, drawings, models, photographs and
             reports prepared by CONSULTANT under this Agreement shall, at the option of the OWNER, become
             its property, and CONSULTANT shall be entitled to receive just and equitable compensation for any
             work satisfactorily complete hereunder.

             Notwithstanding the above, CONSULTANT shall not be relieved of liability to the OWNER for
             damages sustained by the OWNER by virtue of any breach of this Agreement by CONSULTANT, and
             the OWNER may withhold any payments to CONSULTANT for the purposes of set-off until such time
             as the exact amount of damages due the OWNER from CONSULTANT is determined. This provision
             shall survive the termination of this agreement and shall not relieve CONSULTANT of its liability to
             the OWNER for damages, provided that the amount of such damages shall not exceed the total
             compensation provided for in paragraph 2.3 of this agreement.

       March 20, 2012
                                                     Page 14 of 17              RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
2.13         Termination for Convenience of OWNER
             The OWNER may terminate this Agreement at any time by giving at least fifteen (15) days notice in
             writing to the CONSULTANT. If the Agreement is terminated by the OWNER as provided herein,
             CONSULTANT will be paid an amount which bears the same ratio to the total compensation as the
             services actually performed bear to the total services of CONSULTANT covered by this Agreement, less
             payments of compensation previously made. If this Agreement is terminated due to the fault of
             CONSULTANT, Section 2.12 hereof relative to termination shall apply.

2.14         Losing Party Responsible for Reasonable Costs
             In the event of any action brought by either party against the other to enforce any of the obligations
             hereunder or arising out of any dispute concerning the terms and conditions hereby created, the losing
             party shall pay the prevailing party such reasonable amounts of fees, costs and expenses, including
             attorneys' fees, as may be set by the Court.

2.15         Binding of Successors
             The OWNER and the CONSULTANT each binds himself, his partners, successors, assigns and legal
             representatives to the other party to this Agreement and to the partners, successors, assigns and legal
             representatives of such other party with respect to all covenants of this Agreement. Neither the
             OWNER nor the CONSULTANT shall assign, sublet or transfer his interest in this Agreement.

2.16         Authorization to Proceed
             Execution of this Agreement by the OWNER and CONSULTANT, the receipt of written notice by the
             CONSULTANT from the OWNER of same, and execution shall constitute authorization for the
             CONSULTANT to proceed with the work.

2.17         Term
             The term for this Agreement shall be for one year. The work shall be completed within
             __________working days. The agreement may be extended for additional work by written
             amendment between both parties.

2.18         Key Personnel
             Unless otherwise agreed to by the OWNER, the CONSULTANT agrees to utilize the following key
             personnel for projects involving this contract.

             Project Manager:
             Primary Consultant:

2.19         Extent of Agreement
             This Agreement represents the entire and integrated Agreement between the OWNER and the
             CONSULTANT and supersedes all prior negotiations, representations or agreements, either written or
             oral. This Agreement may be amended only by written instrument signed by both OWNER and
             CONSULTANT. Unless otherwise specified, this Agreement shall be governed by the law of the
             principal place of business of the OWNER.

       March 20, 2012
                                                     Page 15 of 17             RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
                                                SECTION 3

                                     PAYMENT TO CONSULTANT

The hourly rates and reimburseables agreed to by the CONSULTANT and the City will be included as part of
this section. This section will also identify items included in the multipliers. A "not to exceed" reimbursable
amount for each work item will apply. Attachment AA@ identifies the hourly rates and reimburseables agreed
upon, and the Anot to exceed@ amounts for each work item.(to be attached)


The hourly rates includes direct labor, general and administrative overhead, profit margin, ordinary and CAD
computer time, ordinary software costs, office supplies, ordinary surveying supplies and equipment, routine
reproduction costs, local communication charges, facsimile charges and travel costs within Ada County.

The hourly rates do not include project related reimbursable costs such as costs associated with: extensive
reproductions costs such as reproduction of final bidding documents (plans and specifications), studies, etc;
travel outside of Ada County; per diem; specialized equipment or software; and long distance communication
charges. Unless otherwise agreed to as a part of a specific task negotiation, these reimbursable costs will be
billed to the CITY at the CONSULTANT=S cost and sub consultants costs without additional markup.


    March 20, 2012
                                                                          RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
                                               Page 16 of 17
IN WITNESS WHEREOF, the parties here to have caused this Agreement to be executed in quadruplicate as
of the date so indicated.


Public Works Department                          Purchasing Division

Risk Management Division                               Legal Department


(SEAL)                                        City of Boise

ATTEST:                                          By:


Name:                                            Title:

Title:                                           Dated this    day of        , 2002

(SEAL)                                           CONSULTANT

ATTEST:                                          By:

Name:                                            Title:

Title:                                           Dated this    day of        , 2002

     March 20, 2012
                                                                    RFP 02-116   FIBER OPTIC SYSTEM CONSULTING SERVCIES
                                           Page 17 of 17

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