The following changes have been made to Praxis Associates Inc. RFP RENO- 11-R-0001:

Transcription

1 AMENDMENT 0002, RFP-RENO-11-R-0001 The following changes have been made to Praxis Associates Inc. RFP RENO- 11-R-0001: 1. The proposal due date is hereby extended to 8 July 2011 at 4:00 pm PDT. AMENDMENT 0001, RFP-RENO-11-R-0001 The following changes have been made to Praxis Associates Inc. RFP RENO- 11-R-0001: 1. On page 19, (c) (2) delete the words sovereign or 2. On page 27, Section L-8 Award. Change the second line to read within thirty (30) days after opening of proposals. 3. On the Award/Contract Form, page 2, change to the word Contact to Contract in the phrase Total Amount of Contact 4. The proposal due date is hereby extended to 6 July 2011 at 4:00 pm PDT

2 INVITATION, INSTRUCTION TO BIDDERS, BID & CONTRACT FORMS AND SPECIFICATIONS FOR CONDUIT For CBC Digital 395 Middle Mile BID DOCUMENT: RENO-11-R-0001 JUNE 21, 2011 Michael Ort 6995 Sierra Center Parkway Reno, Nevada PROPOSAL DUE DATE: 29 JUNE 2011, 4:00 P.M. 2

3 AWARD/CONTRACT Contract Number: Issued By: Praxis Associates Inc Sierra Center Parkway Reno, Nevada Name and Address of Supplier: Effective Date: Project: CBC Digital 395 Middle Mile Administered By: Praxis Associates Inc Sierra Center Parkway Reno, Nevada Prompt Payment Discount: Submit Invoices to: See Section G, G-4 Invoices. Item No. Supplies or Services Quantity Unit of Issue Unit Price Amount See Continuation Sheet Total Amount of Contact: $ Praxis Associates Inc. will complete items below as applicable SUPPLIERS NEGOTIATED AGREEMENT Supplier is required to sign this document and return 3 copies to the issuing Office. Supplier agrees to furnish and deliver all items or perform the services set forth above or otherwise identified on a Continuation sheet for the consideration stated above. The rights and obligations of the parties shall be subject to and governed by the following documents: the solicitation, such provisions, representations, certifications and specifications contained herein and the Suppliers proposal as attached. AWARD (Supplier does not sign this document)your offer on Praxis Associates Inc. solicitation number: including the additions or changes made by you, is hereby accepted by Praxis Associates Inc. This award consummates the Contract which includes the solicitation, your offer as amended, and this Contract. No other contractual document is necessary. Name And Title of Signer for Supplier (Print or Type) Name and Title of Person signing for Praxis Associates Inc. of supplier contact: Name of Supplier Date Signed Michael Ort Chief Executive Officer Praxis Associates Inc. Date Signed By Authorized Signature By Authorized Signature 3

4 TABLE OF CONTENTS 1. Contract Form and Instructions 2. SECTION B Pricing Schedule 3.SECTION C Statement of Work 4. SECTION D Packaging and Marking 5. SECTION E Inspection and Acceptance. 6. SECTION F Performance 7. SECTION G Contract Administration Data 8. SECTION H Special Contract Terms 9. SECTION I Contract Clauses 10. SECTION J Attachments, Drawing, Wage Determinations 11. SECTION K Representations and Certifications 12. SECTION L Instructions to Offerors 13. SECTION M Evaluations Factors 4

5 SECTION B Pricing Schedule B-1. The estimated amounts of Innerduct required for the entire project is shown in Table 1. The Supplier will propose a price for the Innerduct at the quantities indicated below, as well as a total price. The quantities indicated below represent the anticipated quantities. The actual amount required may vary following detailed network design. The total amount of backbone innerduct to be installed is estimated to be as high as 1,590 miles. An additional 70 miles of multi-path microduct is planned for installation in the distribution plant. B-2. The unit price will govern if an error occurs in arithmetic extension. The correct result governs in the case of arithmetic errors. B-3. Praxis Associates Inc. reserves the right to award a Contract without discussions. Suppliers are cautioned to provide their best pricing in their proposal. Pricing Table 1 Estimated Total Innerduct Requirements CLIN a Estimated Item Description Total Quantity in Linear Feet Unit Price Per Foot Total Price Innerduct, 1¼ Black, SDR-11 or equal, with Tracer on outside /////////////////////// ////////////////// ////////////////// Innerduct, 1¼ Black, SDR-11 or equal, with Orange Stripe and Tracer on outside 2,732, Innerduct, 1¼ Black, SDR-11 or equal (No Trace Wire) /////////////////////// ////////////////// ////////////////// Innerduct, 1¼ Black, SDR a or equal, with White Stripe 2,732, b a 0004 Innerduct, 1¼ Black, SDR-11 or equal, with Blue Stripe 2,483,870 Innerduct, 1¼ Black, SDR or equal and tracer on outside /////////////////////// ////////////////// ////////////////// Innerduct, 1¼ Black, SDR or equal, with Orange Stripe and Tracer on Outside Innerduct, 1¼ Black, SDR or equal (No Trace Wire) /////////////////////// ////////////////// ////////////////// 0004a Innerduct, 1¼ Black, SDR 13.5 or equal, with Blue Stripe 95,040 5

6 0005 Innerduct, 1 Black, SDR or equal. ////////////////////// /////////////////// /////////////////// Innerduct, 1 Black, SDR , a or equal, with White Stripe Total for Extended Price for Items 0001a 0005a //////////////// Pricing Table 2 Estimated Total Microduct Requirements Estimated CLIN Item Description Total Quantity in Linear Feet Unit Price Per Foot Total Price 0006 Microduct, 2-Way Orange MDPE Sheath or equal, with Tracer on inside /////////////////////// ////////////////// ////////////////// 0006a Microduct, 2-Way Orange MDPE Sheath or equal, with Tracer on inside. Equipped with 15mmID / 18mmOD HDPE Microducts in the following colors: Blue, Orange 100, Microduct, 4-Way Orange MDPE Sheath or equal, with Tracer on inside /////////////////////// ////////////////// ////////////////// 0007a Microduct, 4-Way Orange MDPE Sheath or equal, with Tracer on inside. Equipped with 15mmID / 18mmOD HDPE Microducts in the following colors: Blue, Orange, Green, Red 142, Microduct, 7-Way Orange MDPE Sheath or equal, with Tracer on inside /////////////////////// ////////////////// ////////////////// 0008a Microduct, 7-Way Orange MDPE Sheath or equal, with Tracer on inside. Equipped with 15mmID / 18mmOD HDPE Microducts in the following colors: Blue, Orange, Green, Red, Grey, White, Brown 120, Microduct, 15/18mm Couplers /////////////////////// ////////////////// ////////////////// 0009a Microduct, 15/18mm Couplers 4,500 Total for Extended Price for Items 0006a 0009a //////////////// 6

7 AMOUNT OF INNERDUCT REQUIRED FOR THE FIRST ORDER The estimated amounts of each type of conduit required for the first order of the project is shown in Tables 3 and 4, respectively. The estimated delivery date of the first order is August 15, 2011 or as soon as possible thereafter. The Supplier shall propose a price for each conduit type at the quantities indicated below, as well as a total price. Pricing Table 3 Estimated Innerduct Requirements on first Order CLIN a a 0002b a 0004 Estimated Item Description Total Quantity in Linear Feet Unit Price Per Foot Total Price Innerduct, 1¼ Black, SDR-11 or equal, with Tracer on outside /////////////////////// ////////////////// ////////////////// Innerduct, 1¼ Black, SDR-11 or equal, with Orange Stripe and Tracer on outside 1,400,000 Innerduct, 1¼ Black, SDR-11 or equal (No Trace Wire) /////////////////////// ////////////////// ////////////////// Innerduct, 1¼ Black, SDR-11 or equal, with White Stripe 1,400,000 Innerduct, 1¼ Black, SDR-11 or equal, with Blue Stripe 1,400,000 Innerduct, 1¼ Black, SDR or equal and tracer on outside /////////////////////// ////////////////// ////////////////// Innerduct, 1¼ Black, SDR or equal, with Orange Stripe and Tracer on Outside Innerduct, 1¼ Black, SDR or equal (No Trace Wire) /////////////////////// ////////////////// ////////////////// Innerduct, 1¼ Black, SDR- 95, a 13.5 or equal, with Blue Stripe 0005 Innerduct, 1 Black, SDR-13.5 or equal. ////////////////////// /////////////////// /////////////////// Innerduct, 1 Black, SDR , a or equal, with White Stripe Total for Extended Price for Items 0001a 0005a //////////////// 7

8 CLIN a a a Pricing Table 4 Estimated Total Microduct Requirements Estimated Item Description Total Quantity in Linear Feet Unit Price Per Foot Total Price Microduct, 2-Way Orange MDPE Sheath or equal, with Tracer on inside /////////////////////// ////////////////// ////////////////// Microduct, 2-Way Orange MDPE Sheath or equal, with Tracer on inside. Equipped with 15mmID / 18mmOD HDPE Microducts in the following colors: Blue, Orange 40,397 Microduct, 4-Way Orange MDPE Sheath or equal, with Tracer on inside /////////////////////// ////////////////// ////////////////// Microduct, 4-Way Orange MDPE Sheath or equal, with Tracer on inside. Equipped with 15mmID / 18mmOD HDPE Microducts in the following colors: Blue, Orange, Green, Red 72,713 Microduct, 7-Way Orange MDPE Sheath or equal, with Tracer on inside /////////////////////// ////////////////// ////////////////// Microduct, 7-Way Orange MDPE Sheath or equal, with Tracer on inside. Equipped with 15mmID / 18mmOD HDPE Microducts in the following colors: Blue, Orange, Green, Red, Grey, White, Brown 40, Microduct, 15/18mm Couplers /////////////////////// ////////////////// ////////////////// 0009a Microduct, 15/18mm Couplers 2,500 Total for Extended Price for Items 0006a 0009a //////////////// 8

9 SECTION C Specifications: C.1 Conduit Specifications 1. Each Supplier in their proposal will recommend the specifications which best meets the requirements for this project CBC 395 Middle Mile. For additional information please go to or a. For CLIN (Contract Line Item Number), 0001, the 1 ¼ Innerduct shall be SDR-11 or equal, black, with stripping as stated in the Sub-CLINs. Marking shall be in accordance with Section D b. For CLIN 0002, the 1 ¼ Innerduct shall be SDR-11 or equal, black, with stripping as stated in the Sub-CLINs. Marking shall be in accordance with Section D c. For CLIN 0003, the 1 ¼ Innerduct shall be SDR-13.5 or equal, black, with stripping as stated in the Sub-CLINs. Marking shall be in accordance with Section D d. For CLIN 0004, the 1 ¼ Innerduct shall be SDR-13.5 or equal, black, with stripping as stated in the Sub-CLINs. Marking shall be in accordance with Section D e. For CLIN 0005, the 1 Innerduct shall be SDR-13.5 or equal, black, with stripping as stated in the Sub-CLINs. Marking shall be in accordance with Section D f. For CLIN 0006, the 2-Way Microduct shall be MDPE or equal, Orange, with 15/18mm HDPE microducts as stated in the Sub-CLINs. Marking shall be in accordance with Section D g. For CLIN 0007, the 4-Way Microduct shall be MDPE or equal, Orange, with 15/18mm HDPE microducts as stated in the Sub-CLINs. Marking shall be in accordance with Section D h. For CLIN 0008, the 7-Way Microduct shall be MDPE or equal, Orange, with 15/18mm HDPE microducts as stated in the Sub-CLINs. Marking shall be in accordance with Section D i. For CLIN 0009, Microduct 15/18mm couplers shall be HDPE or equal, as stated in the Sub-CLINs. No marking is required j. Specific Reel Lengths will be provided at Contract award, based upon Suppliers recommendations. 2. The specifications submitted to Praxis by the Supplier shall become a part of the Contract between the parties, and all materials provided by Supplier to Praxis shall conform to such specifications. 9

10 SECTION D Packaging and Marking D-1. No separate freight/delivery/fuel charges will be paid by Praxis Associates Inc. unless specifically provided for in the Purchase Order. All pricing will be FOB destination and include all return shipping of cable reels in full truckload quantities. D-2. Praxis Associates Inc. will not pay for packaging, boxing or cartage. Damage resulting from improperly packaged material will be charged to the Supplier. D-3. All Innerduct will be marked, in permanent white characters, with: 1. Manufacturer name 2. Month and year of manufacture 3. California Broadband Cooperative 4. USADIG Telephone Number to be provided at Contract award. 5. Footage marked not more than every 3. D-4. The completed Innerduct shall be packaged for shipment on returnable metal reels. Required cable lengths shall be stated in the award. 1. Both ends shall be sealed to prevent ingress of moisture. 2. Each reel will be completely covered with a covering as recommended by the manufacture. a. The reel tag shall include the following information: b. Order number c. Contract Line Item Number 3. The reel (one flange) marking shall include: a. Manufacturer b. Country of origin c. An arrow indicating proper direction of roll when handling d. DO NOT SHIP REEL ON SIDE or DO NOT LAY REEL ON ITS SIDE 10

11 SECTION E Inspection and Acceptance E-1 All deliveries and services furnished under this Contract must be of the quality specified or in the event no quality is specified, must be the best of their respective kinds, and will be subject to inspection and approval of Praxis Associates Inc. within a reasonable time after delivery of goods or completion of services. When manufacturing specifications are referred to in this Contract, such specifications shall be deemed to be an integral part hereof as if duly set out herein. Goods and services shall be replaced at no additional charge to Praxis Associates Inc. if they prove to be defective and/or not in accordance with specifications. Rejected materials shall be returned at the risk and expense of the Supplier. If Praxis Associates Inc. does not desire replacement, the Supplier shall issue a full credit. E-2 All Innerduct will be 100% inspected at the factory. E-3- QUALITY ASSURANCE PROVISION The cable manufacturer shall be ISO 9001 registered and compliant. 11

12 SECTION F Performance F-1. Period of Performance Performance shall commence on the date of Notification of Contract Award by Praxis Associates Inc. unless otherwise specified. It shall continue until the project has been completed and all Innerduct has been delivered accepted by Praxis Associates Inc., unless terminated sooner under the provisions of this Contract F-2. Time of Delivery 1. Praxis Associates Inc. requires initial delivery on 15 August 2011 with subsequent deliveries to be made as installation progresses. Initial Delivery. Est. 2 nd Delivery Est. 3 rd Delivery Est. 4 th Delivery REQUIRED DELIVERY SCHEDULE FOR INITIAL ORDER MILESTONE TIME AFTER AWARD IN DAYS To be completed by Praxis at award As Ordered by PO As Ordered by PO As Ordered by PO Initial Delivery. Est. 2 nd Delivery Est. 3 rd Delivery Est. 4 th Delivery OFFERORS PROPOSED DELIVERY SCHEDULE INITIAL ORDER MILESTONE TIME AFTER AWARD IN DAYS 2. Praxis Associates Inc. will evaluate equally, in regards to time of delivery, offers which propose schedules within the applicable delivery period as specified above. Offers that propose delivery which will not clearly fall within the applicable required delivery period specified above, will be considered, but will not receive the maximum scoring points allowed in Section M. Praxis Associates Inc. reserves the right to award multiple Contracts or a single Contract based upon what is most advantageous to Praxis Associates Inc. 12

13 F-3 Delivery Locations 1. Initial Delivery will by made to the following locations: a. 50% of each required Innerduct to Bishop, CA b. 25% of each required Innerduct to Barstow, CA c. 25% of each required Innerduct to Ridgecrest, CA d. Additional details will be provided at award. 2. The name and address of the delivery location in each of the three towns listed above shall be specified in the Purchase Orders issued by Praxis to the Supplier. 13

14 SECTION G Contract Administration G-1 Contract Administration 1. The Contract will be administered by Praxis Associates Incorporated s office in 6995 Sierra Center Parkway, Reno, Nevada This office is the only office authorized to approve changes or modify any of the requirements contained elsewhere in this Contract; this authority remains solely with the CEO of Praxis Associates Inc. In the event the Supplier effects any such change at the direction of any other person other than the CEO of Praxis Associates Inc, the change will be considered to have been made without authority and no adjustment will be made in the Contract price to cover any increased costs incurred by the Supplier as a result thereof. 2. The Supplier shall submit requests for modifications of this Contract to Praxis Reno office. A total of three copies will be provided. 3. Contractual problems, of any nature, that may arise during the life of this Contract must be handled in conformance with very specific public laws and only the CEO of Praxis Associates Inc. is authorized to formally resolve such problems. Therefore, the Supplier is hereby directed to expeditiously bring all such contractual problems to the immediate attention of Praxis CEO. 4. Requests for information on matters related to this Contract, such as explanation of terms and Contract interpretation, shall be submitted in writing. G-2 Praxis Associates Inc. Field Representative 1. Definition. "Field Representative" means an individual authorized in writing by the CEO to perform specific technical or administrative functions at the job site, such as inspect and accept shipments. 2. If the CEO designates a Field Representative, the Supplier will receive a copy of the written designation. It will specify the extent of the field representative s authority to act on behalf of Praxis Associates Inc. The Field Representative is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the Contract without approval from the CEO. The Field Representative may re-delegate the authority to accept shipments of material. G-3 Suppliers Remittance Address The Supplier will provide a remittance address. 14

15 G-4 Invoicing 1. All Invoicing will be sent to Praxis Associates Inc., Attention: Contracting, 6995 Sierra Center Parkway, Reno, Nevada The Invoices must show Delivery Address or Location of delivery, person accepting delivery, and indicate if it represents partial or complete billing. Separate invoices must be rendered for each Purchase Order issued under this Contract. Invoices shall also include the following information: a. Supplier s name; b. Address; c. Federal tax identification number; d. Contract number, if applicable; e. Purchase Order number; f. Contract line number, if applicable; g. Unit price and extended price (if applicable, the unit price must match a line on the Contract); and h. Description of goods provided and/or services performed. 2. Invoices will be submitted in an original copy and 2 additional copies and will be mailed to the above address. 3. Invoices will be rendered by the Supplier once a month on the 15 th day for each calendar month. Invoice will be paid net 45, unless a discount is offered. Praxis will make every effort to avail itself of any discount offered. Please see Section M for evaluation of discounts in award. 4. Praxis Associates Inc. has the right to refuse to make payment on any invoice unless and until verification of receipt by Praxis Associates Inc. can be determined. Praxis Associates Inc. payment for any material shall not constitute acceptance of the material or a waiver of any rights of Praxis Associates Inc. 15

16 SECTION H Special Terms RESERVED 16

17 SECTION I Contract Clauses I-1 Type of Contract. Praxis Associates Inc. contemplates award of a Firm Fixed Price, Indefinite Quantity, Indefinite Delivery Contract resulting from this solicitation. I-2 Federal Uniform Administrative Requirements. 1. Supplier agrees to comply with all the requirements set forth in Executive Order of September 24, 1965, entitled Equal Employment Opportunity, as amended by Executive Order of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR Chapter 60). 2. Supplier agrees to comply with all the requirements of the Copeland Anti- Kickback Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3). 3. Supplier agrees to comply with all the requirements of the Davis-Bacon Act (40 U.S.C. 276(a) to 276(a)(7) as supplemented by Department of Labor regulations (29 CFR Part 5). 4. Supplier agrees to comply with all the requirements set forth in Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C ) as supplemented by Department of Labor regulations (29 CFR Part 5). 5. Supplier acknowledges and agrees that this Contract is subject to Subpart C of 2 CFR Part 1326, Government wide Debarment and Suspension (Nonprocurement). 6. For Contracts that exceed $100,000, the Supplier agrees and acknowledges that this Contract is also subject to 31 U.S.C 1352, as implemented at 15 CFR Part 28, New Restrictions on Lobbying.ǁ The Supplier agrees to submit a completed Disclosure of Lobbying Activities (Form SF-LLL) regarding the use of non- Federal funds for lobbying within 15 days following the end of the calendar quarter in which the event occurred that requires disclosure or that materially affects the accuracy of the information contained in any disclosure form previously filed. 7. The Supplier acknowledges and agrees that the rights to any invention made by a recipient will be determined by the Bayh-Dole Act, Pub. L , as amended, and codified in 35 U.S.C. 200 et seq., except as otherwise required by law. The specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from financial assistance awards are described in 17

18 more detail in 37 CFR Part 401 and in particular, in the standard patent rights clause in 37 CFR , which is hereby incorporated by reference into this award. 8. The Supplier further acknowledges and agrees that it may copyright any work produced subject to the Department of Commerce s (DOC) royalty-free nonexclusive and irrevocable right to reproduce, publish or otherwise use the work or authorize others to do so for Government purposes. Works jointly authored by DOC and the Supplier may be copyrighted but only the part authored by the Supplier is protected. On occasion, DOC may ask the Supplier to transfer to DOC its copyright in a particular work when DOC is undertaking the primary dissemination of the work. 9. The Supplier further acknowledges and agrees that rights to any work produced or purchased as a result of this Contract are determined by 15 CFR Part and 15 CFR Part Such works may include data, databases or software. The Supplier ownership of any work produced or purchased under this Contract is subject to DOC s right to obtain, reproduce, publish or otherwise use the work or authorize others to receive, reproduce, publish or otherwise use the data for Government purposes. 10. The Supplier agrees to comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15). 11. The Supplier agrees to comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L , 89 Stat. 871). 12. Supplier agrees to comply with the Whistleblower Protection requirements of the American Recovery and Reinvestment Act (Recovery Act), Section 553 of Division A, Title XV, Public Law 111-5, and shall post notice of the rights and remedies provided under the Act. The poster can be downloaded from the following web site: I-3 Buy American Act The Contractor will supply Praxis Associates Inc. certification that their product(s) is complaint with Buy American Requirements that are part of the ARRA Act of 2009 Section 1605 and 2CFR17 guidelines. There are exceptions to this requirement that if applicable, must be so affirmed by Contractor. 18

19 I-4 No Waiver No failure or delay by Praxis Associates Inc. to insist upon the strict performance of any term, condition or covenant of this Agreement, or to exercise any right, power, or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, condition, or covenant or of any such breach, or preclude Praxis Associates Inc. from exercising any such right, power, or remedy at any later time or times. I-5 Availability of Funds All funding for this Contract has been provided under a Grant from the Department of Commerce (DOC), and is subject to review and approval. Notwithstanding anything else contained elsewhere in this Contract, the Supplier is advised to take no action until it receives a written Notice to Proceed, from Praxis Associates Inc. I-6 Default (a)(1) Praxis Associates Inc., may, subject to paragraphs (c) and (d) of this clause, by written notice of default to the Supplier, terminate this Contract in whole or in part if the Supplier fails to (i) Deliver the supplies or to perform the services within the time specified in this Contract or any extension; (ii) Make progress, so as to endanger performance of this Contract (but see paragraph (a)(2) of this clause); or (iii) Perform any of the other provisions of this Contract (but see paragraph (a)(2) of this clause). (2) Praxis Associates Inc. s right to terminate this Contract under subdivisions (a)(1)(ii) and (1)(iii) of this clause, may be exercised if the Supplier does not cure such failure within 10 days (or more if authorized in writing by Praxis Associates Inc) after receipt of the notice from Praxis Associates Inc. specifying the failure. (b) If the Praxis Associates Inc. terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Praxis Associates Inc. considers appropriate, supplies or services similar to those terminated, and the Supplier will be liable to Praxis Associates Inc. for any excess costs for those supplies or services. However, the Supplier shall continue the work not terminated. (c) Except for defaults of sub-suppliers at any tier, the Supplier shall not be liable for any excess costs if the failure to perform the Contract arises from causes beyond the control and without the fault or negligence of the Supplier. Examples of such causes include (1) acts of God or of the public enemy, (2) acts of Praxis Associates Inc. in either its sovereign or contractual capacity, (3) fires, (4)floods, 19

20 (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and (9) unusually severe weather. In each instance the failure to perform must be beyond the control and without the fault or negligence of the Supplier. (d) If the failure to perform is caused by the default of a sub-supplier at any tier, and if the cause of the default is beyond the control of both the Supplier and sub-supplier, and without the fault or negligence of either, the Supplier shall not be liable for any excess costs for failure to perform, unless the sub-contracted supplies or services were obtainable from other sources in sufficient time for the Supplier to meet the required delivery schedule. (e) If this Contract is terminated for default, Praxis Associates Inc. may require the Supplier to transfer title and deliver to Praxis Associates Inc., as directed by the Praxis Associates Inc., any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as manufacturing materials in this clause) that the Supplier has specifically produced or acquired for the terminated portion of this Contract. Upon direction of Praxis Associates Inc., the Supplier shall also protect and preserve property in its possession in Praxis Associates Inc. has an interest. (f) Praxis Associates Inc. shall pay the Contract price for completed supplies delivered and accepted. The Supplier and Praxis Associates Inc. shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. Praxis Associates Inc. may withhold from these amounts any Praxis Associates Inc. determines to be necessary to protect Praxis Associates Inc. against loss because of outstanding liens or claims of former lien holders. (g) If, after termination, it is determined that the Supplier was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Praxis Associates Inc. (h) The rights and remedies of Praxis Associates Inc. in this clause are in addition to any other rights and remedies provided by law or under this Contract. 20

21 I-7 Termination for Convenience (a) Praxis Associates Inc. may terminate performance of work under this Contract in whole or, from time to time, in part if Praxis Associates Inc. determines that a termination is in Praxis Associates Inc. interest. Praxis Associates Inc. shall terminate by delivering to the Supplier a Notice of Termination specifying the extent of termination and the effective date. (b) After receipt of a Notice of Termination, and except as directed by Praxis Associates Inc., the Supplier shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this clause: (1) Stop work as specified in the notice. (2) Place no further sub-contracts or orders (referred to as sub-contracts in this clause) for materials, services, or facilities, except as necessary to complete the continued portion of the Contract. (3) Terminate all sub-contracts to the extent they relate to the work terminated. (4) Assign to Praxis Associates Inc., as directed by Praxis Associates Inc., all right, title, and interest of the Supplier under the sub-contracts terminated, in which case Praxis Associates Inc. shall have the right to settle or to pay any termination settlement proposal arising out of those terminations. (5) With approval or ratification to the extent required by Praxis Associates Inc., settle all outstanding liabilities and termination settlement proposals arising from the termination of sub-contracts; the approval or ratification will be final for purposes of this clause. (6) As directed by Praxis Associates Inc., transfer title and deliver to Praxis Associates Inc. (i) The fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated; and (ii) The completed or partially completed plans, drawings, information, and other property that, if the Contract had been completed, would be required to be furnished to Praxis Associates Inc.. (7) Complete performance of the work not terminated. (8) Take any action that may be necessary, or that Praxis Associates Inc. may direct, for the protection and preservation of the property related to this Contract that is in the possession of the Supplier and in which Praxis Associates Inc. has or may acquire an interest. (9) Use its best efforts to sell, as directed or authorized by Praxis Associates Inc., any property of the types referred to in paragraph (b)(6) of this clause; provided, however, that the Supplier (i) is not required to extend credit to any purchaser and (ii) may acquire the property under the conditions prescribed by, and at prices approved by, Praxis Associates Inc.. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by Praxis Associates Inc. under this Contract, credited to the price or cost of the work, or paid in any other manner directed by Praxis Associates Inc. (c) The Supplier shall submit complete termination inventory schedules no later than 120 days from the effective date of termination, unless extended in writing by Praxis Associates Inc. upon written request of the Supplier within this 120-day period. 21

22 (d) Reserved (e) After termination, the Supplier shall submit a final termination settlement proposal to Praxis Associates Inc. in the form and with the certification prescribed by Praxis Associates Inc. The Supplier shall submit the proposal promptly, but no later than 1 month from the effective date of termination, unless extended in writing by Praxis Associates Inc. upon written request of the Supplier within this 1 month period. However, if Praxis Associates Inc. determines that the facts justify it, a termination settlement proposal may be received and acted on after 1 month or any extension. If the Supplier fails to submit the proposal within the time allowed, Praxis Associates Inc. may determine, on the basis of information available, the amount, if any, due the Supplier because of the termination and shall pay the amount determined. (f) Subject to paragraph (e) of this clause, the Supplier and Praxis Associates Inc. may agree upon the whole or any part of the amount to be paid or remaining to be paid because of the termination. The amount may include a reasonable allowance for profit on work done. However, the agreed amount, whether under this paragraph (f) or paragraph (g) of this clause, exclusive of costs shown in paragraph (g)(3) of this clause, may not exceed the total Contract price as reduced by (1) the amount of payments previously made and (2) the Contract price of work not terminated. The Contract shall be modified, and the Supplier paid the agreed amount. Paragraph (g) of this clause shall not limit, restrict, or affect the amount that may be agreed upon to be paid under this paragraph. (g) If the Supplier and Praxis Associates Inc. fail to agree on the whole amount to be paid because of the termination of work, Praxis Associates Inc. shall pay the Supplier the amounts determined by Praxis Associates Inc. as follows, but without duplication of any amounts agreed on under paragraph (f) of this clause: (1) The Contract price for completed supplies or services accepted by Praxis Associates Inc. (or sold or acquired under paragraph (b)(9) of this clause) not previously paid for, adjusted for any saving of freight and other charges. (2) The total of (i) The costs incurred in the performance of the work terminated, including initial costs and preparatory expense allocable thereto, but excluding any costs attributable to supplies or services paid or to be paid under paragraph (g)(1) of this clause; (ii) The cost of settling and paying termination settlement proposals under terminated sub-contracts that are properly chargeable to the terminated portion of the Contract if not included in subdivision (g)(2)(i) of this clause; and (iii) A sum, as profit on subdivision (g)(2)(i) of this clause, determined by Praxis Associates Inc. to be fair and reasonable; however, if it appears that the Supplier would have sustained a loss on the entire Contract had it been completed, Praxis Associates Inc. shall allow no profit under this subdivision (g)(2)(iii) and shall reduce the settlement to reflect the indicated rate of loss. (3) The reasonable costs of settlement of the work terminated, including (i) Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data; 22

23 (ii) The termination and settlement of sub-contracts (excluding the amounts of such settlements); and (iii) Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. (h) Except for normal spoilage, and except to the extent that Praxis Associates Inc. expressly assumed the risk of loss, Praxis Associates Inc. shall exclude from the amounts payable to the Supplier under paragraph (g) of this clause, the fair value, as determined by Praxis Associates Inc. of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to Praxis Associates Inc. 23

24 SECTION J Attachments J-1 Acronyms ARRA American Recovery and Reinvestment Act CBC California Broadband Cooperative CLIN Contract Line Item Number RFP Request for Proposals 24

25 SECTION K Representations and Certifications K-1. Requirement as to Materials, Supplier's Responsibilities and Warranties: a. The Supplier warrants and agrees that all materials supplied hereunder shall be manufactured and produced in compliance with the laws, regulations, codes, terms, standards and/or requirements of all Federal, State and local authorities and all other authorities having jurisdiction, and that performance of this Purchase Order shall be in accordance with the above laws, regulations, codes, terms, standards, and/or requirements, and agrees, upon request, to furnish Praxis Associates Inc. a certificate of compliance in such forms as Praxis Associates Inc. may require. b. The Supplier warrants that there has been no violation of copyrights or patent rights in manufacturing, producing, or selling the goods shipped or ordered and Supplier agrees to indemnify and hold Praxis Associates Inc. harmless from any and all liability, loss or expense occasioned by such a violation. c. Supplier warrants that the products delivered by Supplier hereunder shall be free from defects in materials and workmanship for a period of after the date of delivery to Praxis Associates, Inc. (Supplier to complete) 25

26 SECTION L Instructions L-1 Preparation of Proposals 1. Proposals must be (a.) submitted on the forms furnished by Praxis Associates Inc. or on copies of those forms; and (b.) manually signed. The person signing a proposal must initial each erasure or change appearing on any proposal form. 2. The proposal form may require Offerors to submit proposed prices for one or more items on various bases, including (a.) Lump sum price; (b.) Alternate prices; 3. If the solicitation requires submission of a proposal on all items, failure to do so may result in the proposal being rejected without further consideration. If a proposal on all items is not required, Offerors should insert the words no proposal in the space provided for any item on which no price is submitted. 4. Alternate proposals will not be considered unless this solicitation authorizes their submission. L-2 Proposal Due Date, Time and Location for the Receipt of Bids 1. Proposals are due on 29 June 2011 at 4:00 PDT 2. Proposals shall be delivered to: Michael Ort Praxis Associates, Inc Sierra Center Parkway Reno, Nevada Subsequent to the opening of delivered bids, Praxis will request electronic copies in PDF format to be sent to mort@praxisfiber.com. VENDOR IS NOT TO SUBMIT INITIAL PROPOSAL IN ELECTRONIC FORMAT UNTIL REQUESTED. Failure to observe this may result in disqualification. L-3 Proposal Preparation Costs Praxis Associates Inc., will not under any circumstances, be responsible for the reimbursement of any costs which the offeror incurred in the preparation of its proposal. 26

27 L-4 Modification of Bid Document by Praxis Associates Inc. 1. Praxis Associates Inc. expressly reserves the right to modify any part of the Bid Document at any time prior to the date and time set for receipt of proposals. Modifications, if any, will be in the form of written addendum which will be sent to all parties which have received copies of the Bid Document. However, Bidder's failure to receive any addenda shall not relieve it from the obligation of submitting its bid in full compliance with the Bid 2. Prior to submitting its proposal, Bidder shall independently verify that it has received all addenda. Praxis Associates Inc. maintains a web site which contains the basic bid document and all addenda to the Bid Document. Please go to: L-5 Modification of Proposals 1. Bidder may modify its proposal by written request or facsimile communication at any time prior to closing time for receipt of proposals, provided that Praxis Associates Inc. receives the complete request at the place of opening prior to the closing time for receipt of proposals, and in the case of facsimile communication, provided that Praxis Associates Inc. receives by the third day after closing date written confirmation, signed by the Bidder and postmarked before the closing date and time. Despite the provisions of this paragraph, Praxis Associates Inc. will not accept proposals transmitted by facsimile equipment or other forms of electronic communication. 2. Bidder is solely responsible for timely receipt by Praxis Associates Inc. of any modification of its proposal. The unavailability for any reason of Praxis Associates Inc.'s facsimile equipment for receipt of Bidder's transmission of its modification shall not relieve Bidder of the responsibility set out in the preceding sentence. L-6 Withdrawal of Bids Bidder may withdraw its proposal either personally, by facsimile equipment communication or by written request, provided that Praxis Associates Inc. receives Bidder's notice of proposal withdrawal at the place of opening prior to the scheduled closing time for receipt of proposals and, in the case of facsimile communication, provided that Praxis Associates Inc. receives by the third day after the closing date written confirmation signed by the Bidder and postmarked before the closing date and time. Bidder is solely responsible for timely receipt by Praxis Associates Inc. of any withdrawal of its proposal. The unavailability for any reason of Praxis Associates Inc. s facsimile equipment for receipt of Bidder's transmission of its withdrawal shall not relieve Bidder of the responsibility set out in the preceding sentence. 27

28 L-7 Rejection of Proposals 1. Praxis Associates Inc. reserves the right to reject any proposal or all proposals, and to waive any informality in proposals received. 2. Praxis Associates Inc. may consider irregular and reject proposals if any of the unit prices are unbalanced, either above or below the amount of a reasonable proposal. L-8 Award Praxis Associates Inc. will notify the successful Bidder in writing of the award of this Contract within thirty (20) days after opening of proposals. L-9 Late Proposals Late Proposals will not be accepted, unless clear and convincing evidence is submitted which clearly shows the proposal was mailed or sent via a private carrier at least 3 business days prior to bid closing. Clear and convincing evidence is a US Post Office hand cancellation stamp clearly showing the mailing date. L-10 PREPARATION AND SUBMISSION OF PROPOSALS a. BIDDER IS SOLELY RESPONSIBLE TO SEE THAT ITS PROPOSAL IS SUBMITTED IN PROPER FORM. BIDDER'S FAILURE TO FOLLOW THESE INSTRUCTIONS MAY CONSTITUTE CAUSE FOR REJECTION OF THE PROPOSAL. b. Praxis Associates Inc. will make available to each Bidder a copy of the Bid Document and the Bid Forms. Bidder shall submit each proposal in duplicate on the forms provided. Bidder shall properly execute all copies, fill in all blank spaces and initial and explain in writing any interlineations, alterations or erasures. c. Each proposal shall contain the following: 1. The date of the proposal. 2. The full business address of the Bidder, including the street address if that differs from the mailing address. 3. Bidder s signature. (a) For proposals by partnerships, signature with the partnership name followed by the signature of one or more of the general partners authorized to bind the partnership and a list of the names and addresses of all partners. (b) For proposals by corporations/limited liability companies, signature with the legal name of the corporation/limited liability company followed by the signature and designation of the corporate 28

29 officer(s) authorized to bind the corporation/limited liability company and a designation of the state of incorporation/formation. The corporation/limited liability companies will affix their Corporate Seal when available. If the corporation/limited liability does not have a Corporate Seal the company will denote as such. (c) The name of each person signing shall be typed or clearly printed below the signature. Upon request, Bidder shall furnish to Praxis Associates Inc., satisfactory evidence of the authority of any person who signs on behalf of a partnership or corporation. d. Each Bidder shall quote on all items in the Proposal including options and addenda, if any, unless otherwise expressly stated in the Bid Document. e. Bidder shall enclose its proposal in a sealed envelope distinctly labeled "Bid Proposal." The sealed envelope shall designate: 1. The Bid Document number, 2. The title of the Bid Document, and 3. The name and address of the Bidder. Inside the sealed envelope the bidder shall provide its bid, the completed bid forms, and Bid f. Bidder is solely responsible for timely delivery of its proposal. Bidder shall follow the delivery directions contained herein regarding address, date and hour. Bidder may either mail or deliver its proposal. Praxis Associates Inc. WILL NOT ACCEPT PROPOSALS TRANSMITTED BY FACSIMILE OR ELECTRONIC COMMUNICATION. If mailed, Bidder shall address the proposal to: Praxis Associates Inc., Attention: Mr. Michael Ort 6995 Sierra Center Parkway, Reno, Nevada If delivered in person, the Bidder shall bring the proposal to Praxis Associates Inc. Praxis Associates Inc., will mark any proposal received after the time set for receipt of proposals with the date and time received and return it unopened. See Late Proposals, L-9 above. g. Praxis Associates Inc. reserves the right to provide addenda or extend the time for receiving and opening proposals. Praxis Associates Inc. will provide any addenda or give notice of the extension prior to the opening of proposals on its web site L-11 QUALIFICATIONS OF BIDDER a. Bidders must meet the following responsibility criteria to be considered a responsible bidder and qualified for award of this Contract. The bidder must: 29

30 1. Not be disqualified from bidding on any public works Contract or be debarred by the Federal Government. 2. In addition to the bidder responsibility criteria in subsection a., of this section, the Bidder shall submit with its bid, L-12 GOVERNING LAW (a.) A statement of Bidder's experience with the type and magnitude of work described in this Bid Document, (b.) Bidder's technical qualifications to perform the Work, and (c.) Bidder's financial and work references. This statement shall be sufficient to enable Praxis Associates Inc. to determine that Bidder has the necessary experience, organization, technical qualifications, financial resources, ability to comply with time schedules, record of performance, integrity and skill to properly and timely perform the Work described in the Bid Document. 1. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to any choice of law principles that would dictate the laws of any other Jurisdiction. The parties agree that the exclusive venue for any and all actions related hereto shall be the appropriate Federal or State court located within the State of California. 2. The laws of California shall govern the resolution of any issue arising in connection with the Contract, including, but not limited to, all questions on the validity of the Contract, the capacity of the parties to enter therein, any modification or amendment thereto, and the rights and obligations of the parties hereunder. L-13 SEVERABILITY If any part of the Contract documents is found to be in conflict with the applicable law, that part shall be inoperative and void only to the extent that it conflicts with the law, but the remainder shall have full force and effect. L-14 ARBITRATION Any claim arising out of or related to this Contract shall be subject to binding arbitration. Prior to proceeding with arbitration, however, the parties shall endeavor to resolve disputes by mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration Association ( AAA ) currently in effect. Claims not resolved by mediation shall be decided by arbitration which shall be in accordance with the Construction Industry Arbitration Rules of the AAA currently in effect. Demand for arbitration shall be filed in writing with the other party to this Contract and with the AAA. The demand for mediation may be made concurrently with the 30

31 filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration, which shall be stayed for a period of sixty (60) days to allow the mediation session(s) to occur. A demand for mediation and/or arbitration shall be made within the time limits set forth in immediately following subsections. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The parties shall equally bear the cost of any mediation or arbitration. L-15 HOLD HARMLESS/INDEMNIFICATION 1. The Supplier shall indemnify and hold Praxis Associates Inc. and its officers, agents and employees harmless from and against all costs, losses, liability, judgments, fines, and expenses, including reasonable attorney's fees, howsoever arising or incurred, alleging damage to property or injury to, or death of, any person arising out of or attributable to the Suppliers 's performance of this Contract, except if that the damage, injury or death is caused by the sole negligence or willful misconduct committed of Praxis Associates Inc. or its employees, agents and officers. 2. Any property or work to be provided by the Supplier under this Contract will remain at the Supplier's risk until written acceptance by Praxis Associates Inc. is issued and the Supplier will place, at Supplier's expense, all property or work damaged or destroyed by any cause whatsoever. L-16 NON-ASSIGNMENT OF CONTRACT The Supplier shall not assign the Contract, or any portion thereof, except upon the written approval of by Praxis Associates Inc. which it may withhold in its sole discretion. L-17 Inquires, Questions or Requests All inquires, questions, or requests shall be provided to Praxis Associates Inc. in writing, to the following address: InnerductRFP@PraxisFiber.com. Phone calls will not be accepted. 31