Network Design

Work Authorization JT 11

Network Design Review

Final Report

Prepared By

Work Authorization JT 11-02

September 6, 2011

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Contents

1.0 Executive Summary................................................................................................................................. 2

2.0 NFBA Network Design Documentation Review ...................................................................................... 6

2.1 Rapid System Contract for Consulting Services .................................................................................. 6

2.1.1 Article 1- Consultants Responsibilities - (Page 1)......................................................................... 6

2.1.2 Article 13 - Ownership of Documents - (Page 10)........................................................................ 7

2.2 Work Authorization RS10-01 .............................................................................................................. 7

2.2.1 Work Authorization RS10-01 – Task Order 3 – System Design Requirements ............................ 7

2.2.2 Work Authorization RS10-01 – Task Order 3 – System Design Requirements ............................ 8

2.2.3 Work Authorization RS10-01 – Task Order 10 – Final OSI Layers ................................................ 9

2.3 Work Authorization RS11-01 ............................................................................................................10

2.3.1 Rapid Systems RS11-01 Task Order 3 – Radio and Network Equipment Warehousing, Stagingand Interoperability Testing................................................................................................................10

2.4 Summary ...............................................................................................................................................11

2.5 Conclusions ...........................................................................................................................................12

2.6 Recommended Next Steps....................................................................................................................12

Exhibit A ......................................................................................................................................................14

Exhibit B ......................................................................................................................................................15

Exhibit C ......................................................................................................................................................16

Exhibit D ......................................................................................................................................................17

Exhibit E.......................................................................................................................................................18

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1.0 Executive SummaryThis executive summary provides a review of this report on NFBA network design requirements and anevaluation of the design documents submitted by Rapid Systems (the Engineer). The review starts withthe engineering requirements set forth in the contract with Rapid Systems followed by the WorkAuthorizations associated with the design of the network and the corresponding submissions from RapidSystems. The document also evaluates Work Authorization elements that cover testing requirements asthey relate to proof of concept and comprehensive testing of key elements of the design. A detailedassessment for each of these documents is provided later in this review.

In preparation for this design review, Jacobs made exhaustive attempts to verify that all available designsubmittal documents were provided prior to the start of this review.

The consulting contract with the Rapid Systems establishes responsibilities of the Engineer and includesexamples of typical design submissions of 30, 60 and 90 percent. Sections A.2 through A.4 also providereference to a Design Report, Preliminary Design and Final Design being submitted by the Engineer.Based on the submittals reviewed by Jacobs, a preliminary Design Report was submitted by the Engineerin response to WA RS10-01 Task 10 - Final OSI Layers (Exhibit B). However, this document submissiondoes not address all requirements of this Report. Jacobs found no evidence that subsequent preliminaryor final design documents were submitted; the preliminary report was labeled as final with littlemodification between the initial and final form. It is evident that the Engineer was given a degree oflatitude and independence in the development of documents relating to the Work Authorizationactivities.

The review of the network design Work Authorization RS10-01 tasks and corresponding documentationprovided by the Engineer found that no substantive network design exists for the NFBA network.

Task 3 references the System Design Document (SDD), which typically describes the systemrequirements, operating environment, system and subsystem architecture and interfaces. The SDD wasalso required to conform to the “Proposed System Design Requirements for the North FloridaBroadband Network issued by the Project Office” (Exhibit A). After reviewing all availabledocumentation, Jacobs found that no System Design Document was submitted by Rapid Systems. Thisdocument establishes the core design requirements for the entire NFBA Broadband network and shouldhave served as the basis for equipment designs development of corresponding specifications andestablishing testing standards for the deployed network.

Task 4 sets forth requirements for the crafting of RFP specifications for system components, includingthe network equipment. At the time of this evaluation, the specifications and RFP documents hadalready been written and equipment purchased based on the specifications provided by the Engineer.The development of these specifications should have been based on the system design document;however, since the system design document has not been submitted, Jacobs is unable to determinewhat performance criteria were used to craft the specifications. Jacobs was also unable to obtain anydocumentation covering the development of these specifications and cannot accurately assess the riskto the constructed NFBA Broadband network. Jacobs recommends that a detailed assessment of the

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system that is currently being installed be undertaken immediately to assess the current state of thesystem and begin the process of establishing an accurate network design package.

Jacobs performed a cursory evaluation of the OCCAM equipment that was purchased by the NFBA basedon the specifications provided by the Engineer. The design requirements document (Exhibit A) statedthat the system should provide “Route and Forwarding Resiliency” as set forth in item 4 in the designrequirements document. That item also set forth the Multi-Protocol Label Switching (MPLS) should beused for this functionality. The deployed network is utilizing OCCAM switches that utilize proprietaryEthernet Protection Switching (EPS) path switching functionality instead. Based on available documents,Jacobs was unable to determine the rational for abandoning MPLS for the Proprietary EPS functionality.

Jacobs also learned that OCCAM Networks was acquired by Calix last year. Calix employs a competingpath switching functionality called Ethernet Ring Protection Switching (ERPS), which does not appear tobe compatible with the OCCAM EPS functionality. It is difficult to determine how this acquisition willinfluence support for the OCCAM equipment into the future. Jacobs plans to evaluate all criticalcomponents of the network to assess their long-term viability and manufacturer’s commitment tocontinued support of legacy OCCAM Networks equipment.

Task 10 pertains to the design of the packet network and architecture for all OSI (Open SystemsInterconnect) layers for any and all services provided by NFBA as well as customer requirements. TheEngineer provided an OSI Layers report (Exhibit B) along with supporting diagrams in Microsoft Visioformat and IP addressing scheme documentation. While the submitted documentation provided toJacobs was marked as ‘final’ indicating that the documents represent a final design, in our experience,the content and level of detail represents a preliminary plan or report. The Rapid Systems contract callsfor a “Design Report” as specified in item A.2 on page 24. Jacobs would consider the submittedmaterials to be in keeping with this contract requirement. However the contract calls for the designreport to be followed by a preliminary and “’final’” design submission. Since the submitted documentsare marked as “final”, Jacobs assumes that no other Task 10 deliverables exist. It is the determination ofJacobs that the OSI Layers submission (Exhibit B) is preliminary in nature and does not meet therequirements of the preliminary or final design. This OSI Layer Report should not be construed as thePreliminary Design referenced in Sections A.2 through A.4 of the Work Authorization.

As part of the review process, Jacobs found instances of language in the OSI Layers documentsubmitted by the Engineer that appear to be copied from other sources. One such instance of this ispresented on the following page:

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The following language is from the Engineer’s OSI Layer report (Exhibit B) on page 57:

This exact same language can be found on the Wikipedia page in the following image:

Other potential instances of reference language from external sources being inserted into the reportalso exist. The Engineer must acknowledge these references in their document rather than allowingthat content to be interpreted as the sole work product of the Engineer.

The Engineer details the individual OSI layers, discusses services related to each layer and expands onparticular services and provides conclusions. IP addressing schema are also provided as examples, butonly cover generalized addressing assignments and do not refer to specific nodes - which would be

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expected as part of a final report of this nature. It is also important to note that the OSI Layers reportshould also be considered a component of the overall System Design Document as detailed in task 3.

The review of the network design Work Authorization RS11-01 task 3 sets forth testing requirements tobe developed by the Engineer. The criteria to be used to develop testing procedures include:

The benchmark and test procedures shall be created to test the configuration of each individualnetwork element as well as a master interoperability test containing all network elements.

Rapid Systems will create additional processes and procedures to simulate real-life performanceand circumstantial scenarios such as failover, load balancing, traffic engineering, QOSparameters, COS, and the overall service quality of the network.

These testing procedures are critical to test not only the functionality of individual components andoptimize their configuration, but also for proof of concept, as set forth in the system design document.These procedures also demonstrate that all other design criteria are adequately addressed and thesystem performs at the required level of availability.

The testing documentation submitted by the Engineer has been marked as proprietary. Jacobs hasevaluated Article 13 of the Engineer’s Terms and Conditions addressing the “Ownership of Documents”,which has the following language:

13.1. Upon completion or termination of this Contract, all records, documents, tracings, plans,specifications, maps, evaluations, reports, computer assisted design or drafting disks and othertechnical data, other than working papers, prepared or developed by Consultant under thisContract shall be delivered to and become the property of Authority. Consultant, at its ownexpense, may retain copies for its files and internal use. To the extent provided by law, Authorityagrees to indemnify and hold harmless Consultant with respect to any claim, loss or damage,including attorneys' fees incurred by Consultant due to the Authority's use of said records,documents, tracings, plans, specifications, maps, evaluations, reports, computer disks and othertechnical data on some other project unless such use is authorized by Consultant.

In addition Article 14 addresses “Maintenance of Records”, which has the following language:

14.1. Consultant will keep adequate records and supporting documentation which concern orreflects its services hereunder. The records and documentation will be retained by Consultantfor a minimum of five (5) years from the date of termination of this Contract or the date the Projectis completed, whichever is later. Authority, or any duly authorized agents or representatives ofAuthority, shall have the right to audit, inspect and copy all such records and documentation asoften as they deem necessary during the period of this Contract and during the five (5) yearperiod noted above; provided, however, such activity shall be conducted only during normalbusiness hours. All records under this agreement shall be maintained in accordance withapplicable grant award requirements and standards as well as any applicable state and locallaws.

Jacobs cannot determine any compelling reason why testing requirements specific to the NFBABroadband System and its components would be considered proprietary by the Engineer. The Engineerwas compensated for developing and providing these testing procedures and related documentation.Jacobs considers the testing procedures to be a critical part of the fundamental design package. Thesetests are used to establish baseline documentation for the NFBA system and its components, prove the

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implemented system meets the design requirements and will be part of the baseline information thatwill be provided to the network operator.

Detailed testing procedures are established at the early stage of technology projects to prove thesystem meets design requirements. Results are typically tabulated referencing the individual testprocedures. It is standard practice to maintain these test procedures and results to progressivelymeasure the performance of the system over time. If the procedures are not followed accurately or arenot well-established, the results may not serve as reliable source data to evaluate the operatingcharacteristics of the system over its expected service life.

The following sections of this document provide greater detail regarding the network design reviewprocess. Conclusions and recommended next steps are then provided at the end of the document toserve as a foundation for plan of action to (1) address the deficiencies of the design disclosed in thisdocument and (2) assess areas of concern to determine the impact on the work that has already beencompleted.

2.0 NFBA Network Design Documentation ReviewThe primary focus of this review is to evaluate the fundamental structure of the network design. Thethrust of this review will focus on the following:

Rapid Systems Contract for Consulting Services Dated June 2, 2010 (Exhibit C) RS10-01 – NFBA Middle Mile RF and Network Engineering Phase – Dated July 14th, 2010 (Exhibit D) RS11-01 – NFBA Middle Mile Pre-Deployment Engineering – Dated December 8, 2010 (Exhibit E)

These two Work Authorizations were initiated early in the project and focus on the fundamental designof the network and establishing a process of proving the design utilizing focused simulated tests.

2.1 Rapid System Contract for Consulting ServicesThe evaluation started with the review of the contract for consulting services with Rapid System toascertain the requirements set forth in that document. For the purpose of this review, the followingelements of that contract will be referenced:

2.1.1 Article 1- Consultants Responsibilities - (Page 1)This section has the statement “Basic Services to be provided under any Work Authorization mayinclude services identified in Schedule A.2 -A.7 as more fully described in a specific Work Authorization("Basic Services").” Schedule A.2 through A.4, set forth the requirements for design, having thefollowing progressive steps:

A.2 – Design Report (as detailed in section A.2.3) will contain “schematic layouts, sketches andconceptual design criteria with appropriate exhibit to indicate clearly the considerationsinvolved (including applicable requirements of all governmental authorities having jurisdictionover the project), and any alternative designs available to Authority and setting forthConsultant's findings and recommendations.”

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A.3 – Preliminary Design (as detailed in section A.3.1) states that the consultant will “Prepare ina format acceptable to Authority, all preliminary Contract Documents, including but not limitedto all designs, drawings, special conditions, general conditions, supplemental conditions,specifications and bid and Agreement forms, necessary for installation and deployment of theProject.”

A.4 – Final Design (as detailed in section A.4.1) states that the consultant will “Provide Authoritywith proposed final installation and deployment drawings and detailed opinions of probabletotal Project installation and deployment costs in writing for Authority's review, prior tocompletion of the final Contract Documents, so that any changes that may be necessary inaccordance with Project's budgetary schedule can be made prior to bid.

2.1.2 Article 13 - Ownership of Documents - (Page 10)The consulting contract also contains the following language in Article 13 on page 10 regardingOwnership of Documents:

“13.1. Upon completion or termination of this Contract, all records, documents, tracings, plans,specifications, maps, evaluations, reports, computer assisted design or drafting disks and othertechnical data, other than working papers, prepared or developed by Consultant under thisContract shall be delivered to and become the property of Authority. Consultant, at its ownexpense, may retain copies for its files and internal use. To the extent provided by law, Authorityagrees to indemnify and hold harmless Consultant with respect to any claim, loss or damage,including attorneys' fees incurred by Consultant due to the Authority's use of said records,documents, tracings, plans, specifications, maps, evaluations, reports, computer disks and othertechnical data on some other project unless such use is authorized by Consultant.”

These contract elements, coupled with the specific Work Authorizations assigned to Rapid Systemsencompass the system design directives given to the consultant. The following sections review theRapid Systems Work Authorization tasks associated with the network design followed by the findings ofJacobs for each task item. The Summary and Conclusions sections provide comment on the overall stateof the system design. Jacobs closes the review document with recommended next steps to address theissues that have been identified in this review document.

2.2 Work Authorization RS10-01This Work Authorization had two deliverables that specifically dealt with the Network Design. The firstelements, was Task Order 3 – System Design Requirements. The second element was Task Order 10 –Final OSI Layers. Each of these Tasks Orders will be reviewed in detail in the following sections:

2.2.1 Work Authorization RS10-01 – Task Order 3 – System DesignRequirementsThe requirements of Task Order 3 as set forth in the Work Authorization are as follows:

3. System Design Requirements: $10,000System design document to conform to the Proposed System Design Requirements for theNorth Florida Broadband Network issued by the Project Office, subject to approval by theProject Office and further subject to peer review (the "System Design Requirements").

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This task order requires the Engineer to provide a “System design document” that conforms to the“Proposed System Design Requirements for the North Florida Broadband Network issued by the ProjectOffice” (Exhibit A).

2.2.2 Work Authorization RS10-01 – Task Order 3 – System DesignRequirementsThe system design document (SDD) that was to be crafted by the Engineer as part this task, serves as thekey design document in complex projects such as the NFBA Network. This document is intended tocontain all aspects of the system including physical and operating characteristics and requirements.Detailed plans also make up a significant part of the system design document and are used during theconstruction of the system.

The system design document serves as the standard for all subsequent actions that are taken in regardsto:

Development of equipment and performance specifications Development of complete and detailed plans covering all critical aspects of the system to be

installed Development of detailed testing procedures to verify the equipment and installed system meets

the requirements set forth in the system design document Commissioning plans, management resources, policies and procedures should also be part of

the system design document to a certain extent

The system design document task was established early-on in the project with the Engineer beingprovided a framework to craft the system design document. The “Proposed System DesignRequirements for the North Florida Broadband Network issued by the Project Office” found in the Task 3requirements provide an acceptable framework for the Engineer to build the system design document.That requirements document is found as an exhibit at the end of this report.

Jacobs Findings:Despite numerous inquiries regarding the submission of the SDD, Jacobs found no evidence of the SDDever being submitted by the Engineer. This is a major cause for concern since the SDD serves as thestandard for all subsequent work on this type of a technology project. Without the SDD, it is difficult todetermine the standard being applied for equipment and system specifications, site configurations,network performance and testing and sustainability to list just a few impacted elements. If the projectwere in its early stages, Jacobs would recommend that work be stopped and the SDD be submitted andapproved. Unfortunately, the project is in its later stages where equipment is purchased and beinginstalled. The lack of formal system documentation carries a great risk for NFBA which must beremedied in the most expeditious manner possible. The entire design must be documented as it is beinginstalled and evaluated to determine if it meets the requirements of the NFBA in regards to

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performance, reliability and available bandwidth. Jacobs considers this documentation and evaluationprocess to be of the highest priority.

2.2.3 Work Authorization RS10-01 – Task Order 10 – Final OSI LayersThe requirements of Task Order 10 as set forth in the Work Authorization are as follows:

10. Final OSI Layers: $144,360Packet network design and architecture for all OSI layers for any and all servicesprovided by NFBA as well as customer requirements. The specifications andrequirements will be integrated into a non-specific topology, including final OSIarchitectures for each element: routing, switching, OSS/BSS, EMS/NMS and UPS.Including ARIN V4 applications, IP schema, layer 2 redundancy, layer 3 and 4, quality ofservice, security, naming schemas, management and monitoring, remote access, powermanagement, equipment and other physical layer diagrams.

Jacobs conducted a detailed review of the sections of this task order. The first action of the Engineer isset forth in the first sentence:

“Packet network design and architecture for all OSI layers for any and all servicesprovided by NFBA as well as customer requirements.”

The Task Order language continues with the following language:

“The specifications and requirements will be integrated into a non-specific topology, includingfinal OSI architectures for each element: routing, switching, OSS/BSS, EMS/NMS and UPS.Including ARIN V4 applications, IP schema, layer 2 redundancy, layer 3 and 4, quality of service,security, naming schemas, management and monitoring, remote access, power management,equipment and other physical layer diagrams.”

Jacobs Findings:This first sentence of this task establishes that the Engineer will provide a comprehensive design andarchitecture for all Open System Interconnect (OSI) Layers, for all services that may be used by bothNFBA and its customers. Any and all services establishes that this design should be all encompassing inregards to all possible scenarios that can be foreseen by the designer.

The task then lists specific elements that must be part of the Final OSI Layers document. Thoseelements include:

Routing Switching Operational Support Systems (OSS) / Business Support Systems (BSS) Element Management System (EMS) / Network Management System (NMS) Uninterruptible Power Supplies (UPS) American Registry of Internet Numbers (ARIN) for IP Version 4 IP Schema

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IP Layer 2 Redundancy Layers 3 and 4 Quality of Service (QOS) Naming Schemas Management and monitoring Remote Access Power Management Equipment and other physical diagrams

It is Jacobs’s understanding that the Final OSI Layers document was provided by the Engineer as apreliminary report, but then resubmitted as a final report with little to no modification. The currentformat of the submitted document is marked as “Final”, but contains only generalized information anddiagrams. The document is a preliminary level document describing the individual OSI Layers,cataloging potential services and providing related conclusions in most sections. Diagrams and figuresprovided are general in nature again demonstrating general concepts with limited NFBA-specificreferences and are not in keeping with industry-standard detailed diagrams and plans.

It is the opinion of Jacobs that the submitted Final OSI Layers document does not contain the level ofdetail or analysis to be considered a final engineering quality document. The document is more inkeeping the Design Report as defined in section A.2 in the Engineer’s Terms and Conditions (Exhibit C).It should also be noted that Final OSI Layers document should be a component of the larger systemdesign document that provides a global view of the entire NFBA Broadband network; however as statedearlier, Jacobs was unable to find any evidence of the SDD being submitted.

2.3 Work Authorization RS11-01

2.3.1 Rapid Systems RS11-01 Task Order 3 – Radio and Network EquipmentWarehousing, Staging and Interoperability TestingThe review of the network design Work Authorization RS11-01 task 3 sets forth testing requirements tobe developed by the Engineer. The criteria to be used in developing testing procedures include:

The benchmark and test procedures shall be created to test the configuration of each individualnetwork element as well as a master interoperability test containing all network elements.

Rapid Systems will create additional processes and procedures to simulate real-life performanceand circumstantial scenarios such as failover, load balancing, traffic engineering, QOSparameters, COS, and the overall service quality of the network.

These testing procedures are critical to test the functionality of individual system components andoptimize their configuration, but also for proof of concept as set forth in the system design document,demonstrate that all other design criteria are adequately addressed and the system performs at therequired level of availability and reliability.

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The testing documentation submitted by the Engineer has been marked as proprietary. Jacobs hasevaluated article 13 of the Engineer’s Terms and Conditions addressing the “Ownership of Documents”,which has the following language:

13.1. Upon completion or termination of this Contract, all records, documents, tracings, plans,specifications, maps, evaluations, reports, computer assisted design or drafting disks and othertechnical data, other than working papers, prepared or developed by Consultant under thisContract shall be delivered to and become the property of Authority. Consultant, at its ownexpense, may retain copies for its files and internal use. To the extent provided by law, Authorityagrees to indemnify and hold harmless Consultant with respect to any claim, loss or damage,including attorneys' fees incurred by Consultant due to the Authority's use of said records,documents, tracings, plans, specifications, maps, evaluations, reports, computer disks and othertechnical data on some other project unless such use is authorized by Consultant.

Jacobs Findings:Jacobs cannot determine any compelling reason why testing requirements specific to the NFBABroadband System and its components would be considered proprietary by the Engineer. The Engineerwas compensated for developing and providing these testing procedures and related documentation.Jacobs considers the testing procedures to be a critical part of the fundamental design package. Thesetests are used to establish baseline documentation for the NFBA system and its components, prove theimplemented system meets the design requirements and will be part of the baseline information thatwill be provided to the network operator.

Detailed testing procedures are established at the early stage of technology projects to prove thesystem meets design requirements. Results are typically tabulated referencing the individual testprocedures. As stated previously in this document, it is standard practice to maintain these testprocedures and results to progressively measure the performance of the system over time. If theprocedures are not followed accurately or are not well-established, the results may not serve as reliablesource data to evaluate the operating characteristics of the system over its expected service life.

2.4 SummaryThe system design document that was to be completed as part of Work Authorization RS10-01 Task 1,was not submitted by Rapid Systems. The Task Order required that the system design documentconform to the “Proposed System Design Requirements for the North Florida Broadband Networkissued by the Project Office”, which is attached as an exhibit to this report. The system designdocument is used as the standard of measure as the components are purchased and the system isconstructed. Without the existence of this document, it is difficult for Jacobs to determine whatperformance criteria has been used in the design of the system, procurement of systems, theirconfiguration and the functionality of the overall NFBA Broadband Network.

The specifications task item 4 of Work Authorization RS10-01 covers the creation of RFP specificationsfor virtually all equipment for the network. However, without the existence of the system designdocument; it is again difficult for Jacobs to ascertain the performance levels and other criteria that wereused in the writing of the specifications.

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The OSI Layers document as described in task Item 10 of Work Authorization RS10-01 provides apreliminary review of the inner-workings of the network and services of the NFBA network. Thisdocument would possibly conform to the requirements of the Design Report as set forth in Schedule A.2in the Consulting Contract Terms and Conditions. However, the report does not address all of theelements of this report. The OSI Layers document is a preliminary review of the Open SystemsInterconnect (OSI) model’s 7 layers and the types of services that may be employed in the NFBAnetwork. The document also contains block diagrams and pictorials illustrating the various serviceconfigurations. This document would be acceptable as a high-level presentation document for seniormanagement or executive staff, but does not meet the criteria of a formal engineering designdocument, nor does it fully address the requirements set forth in Task 4.

2.5 ConclusionsThe NFBA Broadband Network is being constructed without the required design documents. Equipmenthas been purchased and is being installed; however it is not clear to what performance standards theywere written to or if the language supported the competitive bidding process. The consultant has failedto provide testing procedures; marking them as proprietary. The testing of the system will be criticalsince the formal design documents do not exist.

Due to the late stage of the project and the demands of getting customers on the network, the NFBA isfaced with having to document the system as it is being installed rather than working from design plans.

A significant effort must be undertaken to document the existing network topology in detail going-downto site level. Test procedures must be developed that prove the system is operating as the NFBAintended when the performance criteria were provided.

2.6 Recommended Next StepsJacobs is unable to accurately determine the NFBA Network “State of Design”. Few documents havebeen submitted and little detail has been provided. Specifications have been written for equipmentwithout an accepted System Design Document, which calls into question the standards that wereutilized in crafting those documents. Also, comprehensive testing procedures and results have not beenprovided by the Engineer.

Jacobs Recommended Next Steps:Jacobs strongly recommends that the Engineer provide any and all working documents relating to thesystems and components being installed on the NFBA network. It should be noted that the process ofdocumenting a system after-the-fact do have inherent risks in that all potential vulnerabilities of thesystem may not be revealed.

Jacobs also recommends that a collaborative design review be held where the Engineer and Jacobsperform a detailed review of the network and begins the formal documentation process. If propernetwork design documentation cannot be developed through the collaborative review process, Jacobs

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proposes to reverse engineer the network based on available documentation and the configuration ofthe procured equipment currently either being tested or shipped and installed in the field.

The collaborative design review effort will continue with the completion and verification of the networkdocumentation. The overall network and its systems will be evaluated to verify that it meets the shortand long-term capacity and sustainability commitments to the various types of anchor institutions andcarriers that will utilize the network.

Follow-on testing scenarios that simulate network demands and verify network performance andreliability requirements can then be conducted as the core network is deployed enabling theidentification of any issues with existing design elements or conditions that may require additionaldesign components in the final network.

A final commissioning and certification testing process should be established and utilized when all sitesare activated. Testing should be comprehensive and cover every critical aspect of each site as well asend-to-end testing of the entire network.

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Exhibit A

Proposed System Design Requirements for the

North Florida Broadband Network issued by the Project Office

NORTH FLORIDA BROADBAND AUTHORITY RF ENGINEERING A,,!D DEPLOYMENT DOCUMENTATION STANDARDS

Table of Contents I. Engineering Documentation ..................................................................................................................... 2

a. Engineering Standards ........................................................................................................................ 2

1. Site Assessments ..................................................................................................... 2

2. System Requirements ............................................................................................... 2

3. Facility and Geographic Redundancy ............................................................................ 3

4. Route and Forwarding Resiliency ................................................................................ 3

5. Fault, Capacity, Accounting, Performance and Security Monitoring .................................... 3

6. Service Restoration ................................................................................................. .4

7. Intemet Gateway Complex ........................................................................................ .4

8. DNS Services ........................................................................................................ .4

9. Upstream Providers ................................................................................................. .4

10. Dual Provider Edge Connectivity ............................................................................... 5

II. Design Considerations ............................................................................................................................ 5

A. Facilities Security ....................................................................................................................... 5

B. Power ........................................................................................................................................ 5

C. Water Intrusion .......................................................................................................................... 5

D. Air Conditioning ......................................................................................................................... 5

E. Lighting ...................................................................................................................................... 5

F. StructuraL ................................................................................................................................... 6

G. Other Requirements .................................................................................................................. 6

H. Performance Requirements, Radio or RF Detailed RF Link Analysis(s) .................................................................................................... 6

Appendix 1 ..................................................................................................................................... 7

Appendix 2 ..................................................................................................................................... 8

I. ENGINEERING DOCUMENTATION: a. Engineering Standards

1. Site Assessments a. Comprehensive Topology b. The design must include a topological depiction of the proposed network layout on a

political and/or geographic background. c. All location elements of the proposed network must be displayed with a common naming

scheme applicable to all levels of location designation and design documentation. d. Primary infrastructure locations e. In-Kind NFBA inventory locations f. Interconnection locations g. Known anchor tenant locations h. Link-lines depicting the proposed paths of radio/network communication between

Elements

2. System Requirements a. Carrier Class Network

i. Due to the mission-critical nature of MFN, redundancy should be at the forefront of design considerations. The design should eliminate single points of failure and adhere to the following principles:

1. Hardware and Software redundancy at the core. 2. Facility redundancy. 3. Geographic and path redundancy. 4. NOC redundancy 5. Hardened facilities 6. Internet and firewall redundancy at the core 7. CPE to PE (Provider Edge) redundancy

b. Hardware and Software Redundancy i. System reliability should be 99.99991% or better. Downtime will be less

than 0 .4650 minutes per year due to hardware-caused failures. This is comparable to the Telcordia GR-1110-COER Broadband Switching System Generic Requirements. Generally this would require any network link to be available 99.999% of time to enable an aggregate system reliability of 99.9999%.

ii. System elements should have the following redundancies: • Interface boards and modems • Supervisory subsystems • Power supplies • Fan Trays and/or cooling systems • Hot-swappable line cards and jumpers.

c. Software Redundancy The operating systems and software of all core system elements should include: • Support for BGP4, IS-IS, OSPF and IP multicast implementations as

appropriate. Layer 2 elements should not hinder these protocols. • IP security tool kits for firewalling, intrusion detection and intelligent packet

processing (to prevent malicious activity.) • The software for any given system element should support a common

development environment and user interface to enable high standards of quality control.

3. Facility and Geographic Redundancy Core network locations will be geographically diverse in different facilities. The Network Operating Center (NOC) should be built in Tallahassee with a standby NOC in a geographically remote location. All traffic paths will be redundant on the backbone.

The following are common characteristics of each circuit connecting to a routing node:

• Core/backbone circuits are provisioned on separate, self-healing networks. • Core/backbone circuits terminate on different racks of transport equipment • Corelbackbone circuits do not share a common long-haul path. • Core/backbone circuits do not share a common right-of-way. • Corelbackbone circuits use structurally diverse inter-office connections. • Core/backbone circuits provide 99.999% reliability • Lateral/Access Site circuits provide reliability dependent on customer SLA. MFN

connections will be 99.999% available. Minimum reliability is 99.9%

4. Route and Forwarding Resiliency • Routing and switching equipment will provide "hitless" redundancy using Bidirectional Forwarding • Detection and other features to prevent interruptions in service. Other required features include:

o Hitless switchover - non-stop forward of packets in the event of a router circuit card failure.

o. Fast core convergence - the core should re-converge around core link or node failures in less than 1 00 ms.

o MPLS secondary paths should be pre-calculated o MPLS fast reroute should minimize the impact of a core failure by allowing re-routing

around the failure until a standby LSP can become active.

5. Fault, Capacity, Accounting, Performance and Security Monitoring • All network faults will be announced to a central NOC control room using SNMP trap functionality. • All network traps will be correlated to allow for maximum efficiency in responding to faults. • All network circuits will be monitored for capacity utilization. Should a link reach 50% utilization on

the backbone. Additional capacity will be added immediately. Tail circuit utilization should be visible to the NOC and customers over a secured website.

o In general, all aspects of the network's Fault, Configuration, A=unting, Performance and Security model will be monitored by the NOC. Robust capacity planning processes and procedures are required for monitoring and upgrading core and backbone bandwidth as needed. Where required, customer NOC's may be notified when SLA's are not being met.

o The NOC will be staffed by multiple trained technicians 24 hours a day, 7 days a week, 365 days a year.

• The Authority will provide an enterprise security solution that builds on the DODIDISA Security guidelines by adding automated threat analysis monitoring and response.

o The system should integrate all major components of the network, a dedicated network operations center system and dedicated engineering teams. The system will support adherence to the Florida Information Resource Security Policies and Standards, Rule Chapter 60DD-2, Florida Administrative Code.

o Outside Intemet threats will be mitigated by separate gateway routers, IDS and firewall appliances. All NetFlow/JFlow, Syslog and other information should be sent to a common logging environment similar to the Cisco CS-MARS.

o The system will allow for customization by DMS and eligible end users of alert levels and agency-specific responses to each alert.

o The system will support the development, monitoring and reporting of supporting information of and for SLA's between eligible users and DMS.

o All logs will be reviewed on a routine basis.

o The information in the system will be rendered graphically to illustrate where best to respond to threats to the MFN network.

o Logging will take place to multiple logging servers simultaneously. o Management to all network elements will be controlled by RADIUS or TACACS

authentication servers. o System will have required hardware to support intervention into network traffic by law

enforcement agencies under CALEA.

6. Service Restoration o Service restoration will be virtually transparent to the services traversing the system. o Traffic engineering and dynamic routing protocols will be used. o Redundant physical backbone links will provide fault tolerance in the event of a node failure. o The network should be engineered using enhanced recovery technologies to approach

convergence times of 250 ms or less. o 802.3ad Link Aggregations will be used to provide scalable bandwidth and reliability for Ethernet

connections between core/edge routers. o Links in a bundle will be on separate interface cards to improve reliability.

7. Internet Gateway Complex The two internet gateway complexes for the NFBANet should include:

o State full Firewall Inspection o Intrusion Detection o Packet Shaping o Domain Name Services o In line with the Intemet transit, traffic flows to and from the Internet should be designed to

divert automatically to a diverse site should either complex become unusable. o The internet gateway complexes should protect NFBANet customers from all types of

Internet attacks. o DMS will require dedicated protection and read-only access for monitoring of the

protection.

8. DNS Services o The system should provide DNS service for all ARIN-allocated or SWIP'ed IP addresses on two

DNS systems. o Master DNS should be in the NFBA Core pops. o A third DNS should be hosted off-net to sustain DNS availability should either core location

become unavailable. o The system should be capable of providing Enterprise Domain Name Service for all customers.

DNS Servers should support the latest version of BIND, all DMS defined security standards, DNSSEC services and should include native support for IPV6.

o DNS's will be implemented following the recommendations published in the Secure Domain Name System Deployment Guide by the National Institute of Technology Special Publication 800-891 dated August 2005 and as documented by the Defense Information Systems Agency in the Domain Name server, Security Technical Implementation Guide, published for the Department of Defense, March 11, 2005.

9. Upstream Providers • NFBANet shall have two upstream providers. o Each gateway should not use the same Internet Provider. o Two diverse Internet gateways on the same network does not provide the required reliability due

to routing protocol dampening, core maintenance and shared upstream facility failures. In addition, NFBANet should apply for a separate Autonomous System number and address block from ARIN. Having a separate IP address block insulates the NFBA from being held hostage to a providers IP block in the event that it is desirable to change providers. A basic requirement for application for an AS is a multihomed network. Multi-homing is defined as connecting upstream to

two separate providers. The connections do not have to be of equal bandwidth, just present and operating.

10. Dual Provider Edge Connectivity • The system will provide dual core connectivity for Ethernet users included in the standard pricing. • For CPE, the system will also support a full complement of provider edge survivability options

including DSL backup, HSRP and VRRP for site with Dual CPE.

II. Design Considerations The physical security of the network including building, power services, continuity of operations and other matters is of prime concern. Designs for the system should attempt to avoid any single point of failure.

A. Facilities Security The system should be used in collocation facilities, Authority-owned cabinets and other hardened facilities with strict security and access control standards. Before opening any cabinet or entering any collocation facility all Authority personnel and contractors should be authenticated. All personnel must wear picture identification badges issued by the Authority showing the Name and Company of the contract and the expiration date of the card. Facilities that house core equipment should have biometric controls for access. All cabinets and collocation facility entrances and doors should be alarmed to indicate an open position in the NFBANet NOC.

B. Power All authority systems should be equipped with multiple levels of uninterruptable power. This includes dual power feeds, more than three hours of battery reserves on generator-equipped sites and 24 hours of battery reserves on sites with generator jack connections and no permanent generators. Sites with generators should have several days of fuel reserves stored on sites. Generators and battery system should be tested weekly for functionality without line power. All systems should report conditions including voltage, current and battery discharge information to the NOC over element management systems or SNMP.

C. Water Intrusion All sites will be protected from water intrusion. Pad mounted systems and collocated systems should be installed on pads sufficiently high to elevate the system above the 1 OO-year fiood level for the area. Protective coverings should be available to protect operating equipment from water damage due to leaks.

D. Air Conditioning Backup power and secondary air conditioning system shall be deployed in all facilities. Sites where back power for air conditioning is not available should use industrial rated electronics capable of withstanding ASHRAE design temperature standards for the operating location. Air conditioning will be sized and implemented to provide 72 degree air and maximum 50% non-condensing humidity in the conditioned space when the equipment is operating at maximum BTU load.

E. Lightning All system facilities, especially tower mounted equipment, will conform with following standards: • 2007 National Electrical Code • BICSI - Telecommunications Distribution Manual • NFPA 77 - Recommended Practices for Static Electricity • NFPA 780 - Lightning Protection Systems for Buildings • NFPA 70-2005 - National Electrical Code • IEEE Std. 142 (Green Book) - Grounding of Industrial and Commercial Power Systems • IEEE Std. 1100 (Emerald Book) - Powering and Grounding Sensitive Electronic Equipment • IEEE Std. 93-12 Grounding and Bonding Government Telecommunications Systems • TIAIEIA Std. 607 - Commercial Building Grounding for Telecommunications Systems

• UL Std. 497 - Protectors for Paired Conductor Communication Circuits • UL Std 467 Grounding and Bonding Equipment • EIAfTIA 222 Revision G as it regards the scope and definition oftower and tower-mounted

equipment grounds. • Grounding will be performed by qualified contractors in conformance with the above codes.

F. Structural • All antennas and lines mounted to co-located towers should adhere to EIAfTIA 222 Rev G

specificatiofls. • The standard addresses wind force on typical antennas, mount requirements, climber

attachments and twist and sway limitations for microwave antennas.

G. Other Eligibility Requirements • USF Funding • The NFBANet will maintain eligibility for USF funding. • Continuity of Operations Plan • As a vendor, NFBA is required to provide an effective, all-encompassing, customizable

Continuity of Operations

H. Performance Requirements, Radio or RF Detailed RF Link Analysis(s) • The Link designation • Frequency band Modulation rate (auto-adaptive modulation solutions are acceptable

however it will require a separate detailed RF Unk Analysis Repori for each modulation rate utilized and only Analysis(s) exceeding a net reliability percentage of 99.998 will be considered acceptable for licensed link backbone application, 99.995% for unlicensed link lateral application 1)

• Frequency division duplex data rate capacity at specified modulation (licensed links) • Time division duplex data rate capacity at specified modulation (unlicensed links) • Rain fade standard & region • Net level of statistical reliability at specified modulation (must meet or exceed applicable

availability percentage( s) as stated above) • All proposed links must include a detailed RF Link Analysis Report based on the following

environmental variables: a. Vigants-Barnett multipath fading algorithm b. ITU PN-530 (Rain Region N) or Crane Rain Region E c. Longley-Rice K=1.33 diffraction model (where applicable)

RF Link Analysis Reports will be submitted in PDF format with the following file name format:

"MMDDYY - SITENAME to SITENAME - RF Unk Analysis.PDF" (MMDDYY is the month day and year the analysis was done)

1 Except where higher value is specified by last mile customer SLA

Appendix 1

RF Link Analysis Reports to include the following information

• Analyzing Engineers name & company affiliation • Analysis software utilized (Inc revision number) • Site specific designations (names) for both ends of the link • Geographic coordinates for both ends of the link • Bi-directional azimuth of Link in relation to magnetic north in degrees • Bi-directional inclination/disinclination of link in degrees • Site specific tower height(s) above ground • Primary antenna make & model • Diversity antenna make & model (if applicable) • Primary antenna gain • Diversity antenna gain (if applicable) • Primary antenna RAD center in feet • Diversity antenna RAD center in feet (if applicable) • Proposed frequency band • Coaxial line length • Coaxial line loss per 100' at specified frequency (unlicensed links) • Connector loss (unlicensed links) • Polarization • Path length in miles • Free space loss • Atmospheric absorption loss • Main antenna net path loss • Diversity antenna net path loss (if applicable) • Radio make & model • TX power at specified modulation • Emission designator • EIRP • RX Threshold criteria • RX Threshold for specified modulation • Main antenna RX signal (dBm) • Diversity antenna RX signal (dBm) [if applicable] • Thermal fade margin (dB) • Dispersive fade occurrence factor • Climatic factor • Terrain roughness (tt) • Average annual temperature (degrees F) • Fade occurrence factor (Po) • SD improvement factor (if applicable) • Worst month bi-directional multipath availability (%) • Worst month bi-directional multipath unavailability (sec) • Annual bi-directional multipath availability (%) • Annual bi-directional multipath unavailability (sec) • 0.01 % Rain rate (mm/hr) • Flat fade margin - rain (dB) • Rain attenuation (dB) • Annual rain availability (%) • Annual rain unavailability (min) • Annual rain + multipath availability (%) • Annual rain + multipath unavailability (min/sec)

Appendix 2

Network Rollout

a. Network Deployment

b. Site design, site layout, equipment layout, roof top space allocation

c. Equipment container design and procurement

d. Electrical system design and procurement including: isolation transformers, transfer switches, transient voltage surge suppression, load distribution

e. Standby I prime source generator systems

f. Site preparation and civil works: grading excavations, dewatering and drainage, fencing, structural survey

g. Preparation of custom rooms: equipment layouts, masonry alterations, floor loading, plastering

h. Alarm and fire suppression systems

i. Antenna structures: self-supporting towers, roof top mounted stub towers, and antenna gantries, tower foundations, soil analysis

j. Environmental systems: Air-conditioning, heating, air filtration

NFBA Network Design Review Final Report

9/6/2011 Page 15

Exhibit B

Final OSI Layers Deliverable #10

Please note: Files containing additional diagrams and tabular listings of IP address ranges werealso provided with the Final OSI Layers deliverable document. For the purpose of thisevaluation, these files have not been included in this exhibit.

NFBA Network Design Review Final Report

9/6/2011 Page 16

Exhibit C

Rapid System Contract for Consulting Services

Dated Jun 2, 2010

CONTRACT FOR CONSULTING SERVICES

This Contract is made and entered into this 2nd day of June, 2010. by and between Rapid Systems. Inc., a Florida Corporation authorized to transact business in the State of Florida, whose principa l place of business is at 1211 North Westshore Blvd - Suite 711, Tampa, FI 33607 (the "Consultant~). whose Federal 1.0. number is 59-3473734 and the North Florida Broadband Authority, a legal entity and public body created by interlacal agreement, whose principal place of business is at 1500 Mahan Drive, Suite 250, Ta llahassee, Florida 32308,( the "Authority").

WITNESSETH

WHEREAS. the Authority has issued Request for Qualifications (RFQ) # 2010-01 on February 1,

2010 to obta in the services of a Project Manager and Project Engineer; and

WHEREAS, after due review of the statements of qualifications of the respondent, the Board of Directors for the Authority approved the selection committee's rankings for the position of Project Engineer and the negotiation of consulting services agreements with specific firms; and

WHEREAS, Consultant was one of those firms selected; and

WHEREAS, Authority desires to obtain the continuing consulting services of the Consultant concerning certain design, installation and deployment, permitting and engineering study services, said services being more fully described in Work Authorizations issued under this Contract.

NOW, THEREFORE, in consideration of the mutual promises herein, the Authority and the Consultant agree as follows:

ARTICLE ONE

CONSULTANT'S RESPONSIBILIlY

1.1. Consultant shall provide to Authority continuing consulting services in the area of broadband middle mile network design, engineering and analyses for the duration of the Contract.

1.2. The Basic Services to be performed by Consultant hereunder shall be identified periodically pursuant to Work Authorizations issued under this Contract in the format generally set forth in Schedule A.1. Basic Services to be provided under any Work Authorization may include services identified in Schedule A.2 -A.7 as more fully described in a specific Work Authorization ("Basic Services"). The basis of compensation to be paid to Consultant by the Authority for Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation" attached to each Work Authorization, which is attached hereto and incorporated herein. Work Authorization requests will be made to Consultant as may be warranted, including but not limited to updates of plans, designs, improvements, field and sites assessments and analysis, spectrum and frequency analysis, and permitting activities as may be reasonably contemplated hereunder.

1.3. The Consultant agrees to obta in and maintain throughout the period of this Contract all such licenses as are required to do business in the State of Florida for the scope of work set forth in any work authorization.

1.4. The Consultant agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it sha ll employ and/or retain only qualified personnel to provide such services.

1.5. Consultant agrees that the Authorized Representative for the term of this Contract shall be:

Dustin Jurman (name) CEO (titie) Rapid Systems, Inc. (Company) 1211 N Westshore Blvd (address) Suite 711 Tampa, FI 33607 813-232-4887phone) dustin@rapidsys.com (e-mail)

The Consultant agrees that the Authorized Representative shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the Consultant hereunder. The person selected by the Consultant to serve as the Authorized Representative shall be subject to the prior approval and acceptance of the Authority, such approval or acceptance shall not be unreasonably withheld.

1.6. Consultant agrees, within fourteen (14) calendar days of receipt of a written request from the Authority, to promptly remove and replace the Authorized Representative, or any other personnel employed or retained by the Consultant, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the Consultant to provide and perform services or work pursuant to the requirements of this Contract, whom the Authority shall request in writing to be removed, which request may be made by the Authority with or without cause.

1. 7. The Consultant has represented to the Authority that it has expertise in the type of consulting services that will be required for the Project. The Consultant agrees that al l services to be provided by Consultant pursuant to this Contract shall be subject to the Authority's review and approval and shall be in accordance with the generally accepted standards of the broadband industry in the State of Florida, as well as in accordance with all published laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies wh ich regulate or have jurisdiction over the Project or the services to be provided and performed by Consultant hereunder. In the event of any conflicts in these requirements, the Consultant shall notify the Authority of such conflict and util ize its best professional judgment to advise Authority regarding resolution of the confl ict.

1.8. ConSUltant agrees not to divulge, furn ish or make available to any thi rd person, firm or organization, without Authority's prior written consent, or unless incident to the proper performance of the Consultant's obl igations hereunder, or in the course of j udicia l or legislative proceedings where such

2

information has been properly subpoenaed, any non-public information concern ing the services to be rendered by Consultant hereunder, and Consultant shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph.

1.9. Evaluations of the Authority's Project budget, prel iminary estimates of installation and network deployment cost and detailed estimates of such cost prepared by the Consultant represent the Consultant's best judgment as a design professional familiar with the broadband industry. The Consultant cannot and does not guarantee that bids or negotiated prices will not vary from any estimate of installation and deployment cost or evaluation prepared or agreed to by the Consultant. Notwithstanding anything above to the contrary, Consultant shall revise and modify Construction Documents and assist in the rebidding of the work at no additional cost to Authority, if al l responsive and responsible bids exceed the estimates of installation and deployment costs prepared by Consultant. These services are to be performed with ful l knowledge and compl iance of all applicable federal grant requirements as well as any state and local laws.

1.10. Consultant shall not be responsible for means, methods, techniques, sequences or procedures of installation and deployment selected by contractors or the safety precautions and programs incident to the work of contractors.

ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT

If authorized in writing by Authority, Consultant shall furnish or obtain from others Additiona l Services of the types listed in Article Two herein. These services will be paid for by Authority as indicated in Article Five and Schedule B as attached to each Work Authorization. The following services, if not otherwise specified in Schedule A.2-A. 7 as part of Basic Services, shall be Additional Services:

2.1. Preparation of applications and supporting documents (except those al ready to be furnished under this Contract) for private or governmental grants, loans, bond issues or advances in connection with the Project.

2.2. Services resu lt ing from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, Authority's schedule or character of installation and deployment; and revising previously accepted stud ies, reports, design documents or Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond Consultant's control.

2.3. Preparation and submission of information to and necessary consultations with local, state, federa l or other appropriate regulatory agencies, in order to obtain necessary permits or approvals for installation and deployment of the Project, unless such permits are expressly included in Basic Services to be performed by Consultant hereunder as set forth in the Schedule A-Scope of Services for a Work Authorization issued hereunder.

2.4. Providing renderings or models for Authority's use.

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2.5. Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting Authority in obtaining process licensing.

2.6. Furnishing services of independent professional associates and consultants for other than the contract services to be provided by Consultant hereunder.

2.7. Assistance in connection with bid protests, rebidding or renegotiating contracts for installation and deployment, materials, equipment or services, or legal action involving disputes with contractors, including alternative dispute resolution and forma l litigation, except as otherwise provided for herein.

2.8. Providing any type of property surveys, aeria l photography or related engineering services needed for the transfer of interests in real property and field surveys for design purposes and engineering surveys and staking to enable contractors to proceed with their work and provid ing other special field surveys.

2.9 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein.

2.10. Preparing to serve or serving as a consultant or witness for Authority in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein).

2.11. Additional services rendered by Consultants in connection with the Project, not otherwise provided for in this Contract or not customarily furnished in accordance with generally accepted broadband industry practice.

ARTICLE THREE AUTHORITY'S RESPONSIBILITIES

3.1. The Authority shall designate in writing an Authority's Representative to act with respect to the services to be rendered under this Contract (hereinafter referred to as the "Authority's Representative"). The Authority's Representative shall have authority to transmit instructions, receive information, interpret and define Authority's policies and decisions with respect to Consultant's services for the Project. However, the Authority's Representative is not authorized to issue any verbal or written orders or instructions to the Consultant that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatsoever:

(a) The scope of services to be provided and performed by the Consultant hereunder; (b) The time the Consultant is obl igated to commence and complete all such services; or (c) The amount of compensation the Authority is obligated or committed to pay the

Consultant.

4

3.2. The Authority's Representative shall :

(a) Review and make appropriate recommendations on all requests submitted by the Consultant for payment for services and work provided and performed in accordance with this Contract;

(b) Provide all cri teria and information requested by Consultant as to Authority's requirements, forthe Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations;

(c) Upon request from Consultant, assist Consultant by placing at Consultant's disposal all available information in the Authority's possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to design or installation and deployment of the Project;

(d) Arrange for access to and make al l provisions for Consultant to enter the Project sites to perform the services to be provided by Consultant under this Contract; and

(e) Provide notice to Consultant of any deficiencies or defects discovered by the Authority with respect to the services to be rendered by Consultant hereunder.

3.3. Consultant acknowledges that access to the Project Sites, to be arranged by Authority for Consultant, may be provided during times that are not the normal business hours of the Consultant.

3.4. Authority shall be responsible for the acquisition of all easements, property sites, r i ghts~of-way,

tower sites or other property rights required for the Project and forthe costs thereof, including the costs of any required land surveys in connection with such acquisitions.

3.5 For the purposes of this Contract, the Authority's Representative shall be:

Pat Lien Government Services Group, Inc. 1500 Mahan Drive, Suite 250 Tallahassee, Florida 32308 (850) 681-3717

The General Manager is:

Robert E. Sheets Government Services Group, Inc. 1500 Mahan Drive, Suite 250 Tallahassee, Florida 32308 (850) 681-3717

3.6 Consultant shall report and be responsible to the Authority's Representative or its designee identified in a Work Authorization for a particu lar Scope of Work. Consultant shall receive direction, communications, directives, orders or other binding instruction solely from the Authority's Representative designated in the Work Authorization.

5

communications, directives, orders or other binding instruction solely from the Authority's Representative designated in the Work Authorization.

ARTICLE FOUR TIME

4.1. Services to be rendered by Consultant shall be commenced subsequent to the execution of any Work Authorizations issued pursuant to this Contract, after receiving written Notice to Proceed from Authority for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Schedule attached to the Work Authorization as Schedule C, the form of which is attached hereto and made a part hereof.

4.2. Should Consultant be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of Consultant, and not due to its own fault or neglect, including but not restricted to acts of God or of public enemy, acts of government or ofthe Authority, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then Consultant shall notify Authority in writ ing within f ive (5) working days after Consultant became aware of or should have reasonably been award of a delay, stating the cause or causes thereof, or be deemed to have waived any right which Consultant may have had to request a time extension.

4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of Consultant's services from any cause whatsoever, including those for which Authority may be responsible in whole or in part, shall relieve Consultant of its duty to perform or give rise to any right to damages or additional compensation from Authority. Consultant 's sole remedy against Authority will be the right to seek an extension of time to its schedule. Th is paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of the Consultant, the services to be provided hereunder have not been completed within the schedule identified in the Work Authorization, the Consultant's compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by Consultant.

4.4. Should the Consultant fail to commence, provide, perform or complete any of the Basic Services or mutually agreed to Additional Services to be provided hereunder in a timely and reasonable manner, the Authority at its sale discret ion and option may withhold any and all payments due and owing to the Consultant, in addition to any other rights or remedies available to the Authority hereunder, until such time as the Consultant resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the Authority's satisfaction that the Consultant's performance is or will shortly be back on schedule.

ARTICLE FIVE COMPENSATION

5.1. Compensation and the manner of payment of such compensation by the Authority for services rendered hereunder by Consultantshall be as prescribed in Schedule B; entitled "Basis of Compensation,· which is attached herein and made a part hereof.

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5.2. The total amount to be paid by the Authority under this Contract for all services and materia ls, including ~out of pocket" expenses and any approved subcontracts, shall not exceed the amount set forth in the approved Work Authorizations without prior approval of the Authority's Board of Directors. The Consultant shall notify the Authority's Representative in writing when 90% of the "not to exceed amount" has been reached.

5.3. Invoices received by the Authority from the Consultant pursuant to this Contract will be reviewed and approved in writing by the Authority's Representative, indicating that services have been rendered in conformity with the Contract, then sent to the General Manager for review, approval and payment. All invoices shall contain a detailed breakdown of the services provided for which payment is being requested. Invoices shall be paid within thirty (30) days following the Authority Representative's approval, who shall process all payments in a prompt manner or advise Consultant in writing of reasons for not processing same. Payment of all invoices is subject to the availability of funds. In addition to detailed invoices, upon request of the Authority's Representative or the General Manager, Consultant will provide Authority with detailed period ic Status Reports on the project.

5.4. "Out-of-pocket" expenses shall be reimbursed in accordance with Florida law and Schedule B. All requests for payment of "out-of-pocket" expenses eligible for reimbursement under the terms of this Contract shall include copies of paid receipts, invoices, or other documentation acceptable to the Authority's Representative and to the General Manager. Such documentation shall be sufficient to establish that the expense was actual ly incurred and necessary in the performance of the Scope of Work described in this Contract.

5.5. In order for both parties herein to close their books and records, the Consultant wil l clearly state "final invoice" on the Consultant's final/last billing to the Authority for each work order. This final invoice shall also certify that all services provided by Consultant have been performed in accordance with the applicable Work Authorization and all charges and costs have been invoiced to the Authority. Because this account wi ll thereupon be closed, any and other further charges not included on this final invoice are waived by the Consultant. Acceptance of final payment by Consultant shall constitute a waiver of all claims and liens against Authori ty for additional payment.

5.6 In no case shall any negotiated fee established pursuant to a Work Authorization be exceeded without approval of a change in the scope of the Work Authorization by the Board of Directors for the Authority.

5.7 As compensation for coordinating subconsultant activities for Authority, Consultant shall be allowed an administrative fee not to exceed ten percent (10%) of the actual cost of services. For the purposes of this provision the actual cost of services rendered shall not include any mark-up between the vendor who actually performed the services and any sub-consultant. No administrative fee or mark-up shall be pa id in conjunction with the provision of Basic Services.

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ARTICLE SIX WAIVER OF CLAIMS

6.1. Consultant's acceptance of final payment shall constitute a full waiver of any and all claims related to the obligation of payment by it against Authori ty arising out of this Contract or otherwise related

to the Project. except those previously made in writing and identified by Consultant as unsettled at the time of the final payment. Neither the acceptance of Consultant's services nor payment by Authority shall

be deemed to be a wa iver of any of Authority's rights aga inst Consu ltant.

ARTICLE SEVEN RESERVED

ARTICLE EIGHT TERMINATION OR SUSPENSION

8.1. The Authority may terminate the employment of the Consultant in whole or in part and take possession of all materials, documents, plans and designs and may finish a project by whatever reasonable method the Authority may deem exped ient without prejud ice to any right or remedy it has

hereunder and after giving seven (7) calendar days written notice during wh ich period the Consultant

shall have the opportunity to cure or commence in good faith to cure the violation, in the following events:

(1) the Consultant is adjudged as bankrupt subject to the Federal Bankruptcy Act or enters into Chapter XI

proceedings or proceedings of a similar nature, or if it makes a general assignment for the benefit of its

creditors, of if a receiver is appointed on account of its insolvency; (2) if after written notice it persistently

or repeatedly refuses or fails, to supply enough properly skil led workmen or proper materials to complete the work pursuant to a Work Authorization; (3) failure to commence work under the contract with in a

reasonable time after issuance of the Notice to Proceed for a Work Authorization; (4) failure to maintain

an established schedule (failure to maintain schedule shall be defined as any activity on the critical path

that fa lls 30 days or more behind schedule) which has been adopted by the Authori ty and the Consultant;

(5) fa ilure to make payment to subcontractors for materials or labor for which the Authority has paid the

Consultant; (6) persistent disregard of laws, rules, ordinances, regulations or orders of any publ ic authority having jurisdiction or (7) otherwise violating the provisions of this agreement or any other just

cause.

8.2. If, after notice of termination of th is Contract as provided for in paragraph 8.1 above, it is

determined for any reason that Consultant was not, in default, or that its default was excusable. or that Authority otherwise was not entitled to the remedy against Consultant provided for in paragraph 8.1, then

the notice of termination given pursuant to paragraph 8.1 shall be deemed to be the notice of termination

provided for in paragraph 8.3 below and Consultant's remedies against Authority shall be the same as

and limited to those afforded Consultant under paragraph 8.3 below.

8.3. Authority shall have the right to terminate this Contract, in whole or in part, without cause upon

thirty (30) calendar days' written notice to Consu ltant. In the event of such termination for convenience,

Consultant's recovery against Authority sha ll be limited to that portion of the fee earned through the date

8

of termination, together with any retainage withheld and any costs reasonably incurred by Consultant that are directly attributable to the termination, but Consultant shall not be entitled to any other or further recovery against Authority, including, but not limited to, anticipated fees or profits on work not required to be performed.

8.4. Upon termination, the Consultant shall deliver to the Authority all original papers, records, documents, drawings, models, and other material set forth and described in th is Contract.

8.5. The Authority shall have the power to suspend all or any portions of the services to be provided by Consultant hereunder upon giving Consultant seven (7) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the Consultant's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein.

ARTICLE NINE PERSONNEL

9.1. The Consultant is, and shall be, in the performance of all work services and activities under th is Contract, an Independent Contractor, and not an employee, agent, or servant of the Authority. All persons engaged in any of the work or services performed pursuant to th is Contract shall at all times, and in all places, be subject to the Consultant's sole direction, supervision, and control. The Consultant shall exercise control over the means and manner in wh ich it and its employees perform the work, and in all respects the Consultant's relationship and the relationship of its employees to the Authority shall be that of an Independent Contractor and not as employees or agents of the Authority.

9.2. The Consultant represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the Authority, nor shall such personnel be entitled to any benefits of the Authority including, but not limited to, pension, health and workers' compensation benefits.

9.3. All of the services required hereunder shall be performed by the Consultant or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services.

9.4. Any changes or substitutions in the Consultant's key personnel, as may be listed in Article One, must be made known to the Authority's Representative and written approval must be granted by the Authority's Representative before said change or substitution can become effective, said approval for which shall not unreasonably be withheld, conditioned or delayed.

9.5. The Consultant warrants that all services shall be performed by ski lled and competent personnel to professional standards applicable to firms of simi lar local and national reputation. Peer and/or third party reviews wi ll be at the cost of the Authority.

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ARTICLE TEN SUBCONTRACTING

10.1. Consultant shall not subcontract any services or work to be provided to Authority without the prior written approval of the Authority's Representative. The Authority reserves the right to accept the use of a subcontractor or to reject the selection of a particular subcontractor and to inspect all facilities of any subcontractors in order to make a determination as to the capability of the subcontractor to perform properly under this Contract. The Authority's acceptance of a subcontractor shall not be unreasonably withheld, conditioned or delayed. The Consultant is encouraged to seek minority and women business enterprises as well as local firm participation in subcontracting for participation in subcontracting opportunities.

ARTICLE ELEVEN FEDERAL AND STATE TAX

11.1. The Authority is exempt from payment of Florida state sales and use taxes. The Authority will sign an exemption certificate submitted by the Consultant. The Consultant shall not be exempted from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the Authority, nor is the Consultant authorized to use the Authority's tax exemption number in securing such materials.

11.2. The Consultant shall be responsible for payment of its own and its share of its employees' payroll, payroll taxes, and benefits with respect to this Contract.

ARTICLE TWELVE AVAILABILITY OF FUNDS

12.1. The Authority's performance and obligation to pay under this contract is contingent upon an appropriation of funds for the purposes defined in the work orders, or as otherwise requested by the General Manager.

ARTICLE THIRTEEN OWNERSHIP OF DOCUMENTS

13.1. Upon completion or termination of this Contract, all records, documents, tracings, plans, specifications, maps, evaluations, reports, computer assisted design or drafting disks and othertechnical data, other than working papers, prepared or developed by Consultant under th is Contract sha ll be delivered to and become the property of Authority. Consultant, at its own expense, may retain copies for its files and internal use. To the extent provided by law, Authority agrees to indemnify and hold harmless Consultant with respect to any claim, loss or damage, including attorneys' fees incurred by Consultant due to the Authority's use of said records, documents, tracings, plans, specifications, maps, evaluations, reports, computer disks and other technical data on some other project unless such use is authorized by Consultant.

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13.2. With respect to and in consideration for the indemnification provided by Authority in paragraph 13.1. above, Consultant agrees to pay to Authority $10.00, the sufficiency and receipt of which is acknowledged through the signing of this Contract.

13.3. The Authority and the Consultantshall comply with the provisions of Chapter 119, Florida Statutes (Publ ic Records Law). Consultant assumes no liabi lity for the use of such documents by the Authority or others for purposes not intended under th is Contract.

ARTICLE FOURTEEN MAINTENANCE OF RECORDS

14.1. Consultant will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation wil l be retained by Consultant for a minimum of five (5) years from the date of termination of this Contract or the date the Project is completed, whichever is later. Authority, or any duly authorized agents or representatives of Authority, shall have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Contract and during the five (5) year period noted above; provided, however, such activity shall be conducted only during normal business hours. All records under this agreement shall be maintained in accordance with applicable grant award requirements and standards as well as any applicable state and local laws.

ARTICLE FIFTEEN INSURANCE

15.1. During the life of the Contract the Consultant shall provide, pay for, and maintain, with companies satisfactory to the Authority, the types of insurance described herein. All insurance shall be from responsible companies duly authorized to do business in the State of Florida and/ or responsible risk retention group insurance companies registered with the State of Florida. Prior to execution of this Contract by Authority, the insurance coverages and limits required must be evidenced by properly executed Certificates of Insurance on forms which are acceptable to the Authority, with the Authority listed as additional insured. The Certificates must be personally, manually signed by the Authorized Representatives of the insurance company/companies shown on the Certificates with proof that he/she is an authorized representative thereof. In addition, certified, true and exact copies of all insurance policies required shall be provided to the Authority, on a timely basis, if required by the Authority. These Certificates and policies shall contain provisions that thirty (30) days' written notice by registered or certified mail shall be given the Authority of any cancellation, intent not to renew, or reduction in the policies' coverages, except in the application of the Aggregate Limits Provisions. In the event of a reduction in the Aggregate Limit of any policy, the Consultant shall immediately take steps to have the Aggregate Limit reinstated to the full extent permitted under such policy. All insurance coverages of the Consultant shall be primary to any insurance or self-insurance program carried by the Authority applicable to this Project.

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15.2. The acceptance by the Authori ty of any Certificate of Insurance for this Project evidencing the insurance coverages and limits required in this Contract does not constitute approval or agreement by the Authority that the insurance requirements have been met or that the insurance policies shown on the Certificates of Insurance are in compliance with the requirements of this Contract.

15.3. Before starting and unti l acceptance of the work by Authority, Consultant shall procure and maintain insurance of the types and to the limits specified in paragraph 15.7 entitled "Required Insurance," which is attached hereto and made a part hereof. Consultant shall requ ire each of its subconsultants and subcontractors to procure and maintain, until the completion of that subconsultant's or subcontractor's work, insurance of the types and to the limits specified in paragraph 15.7, unless such insurance requirement for the subconsultant or subcontractor is expressly waived in writing by the Authority. Said waiver shall not be unreasonably withheld upon Consultant representing in writing to Authority that Consultant's existing coverage includes and covers the subconsultants and subcontractors for which a waiver is sought, and that such coverage is in conformance with the types and limits of insurance specified in paragraph 15.7. All liabi lity insurance policies, other than the Professional Liability, Worker's, Compensation and Employers' Liability policies, obtained by Consultant to meet the requirements of this Contract shall name Authority as an additional insured as to the operations of the Consultant under this Contract and the Contract Documents arid shall conta in severability of interests provisions.

15.4. If any insurance provided pursuant to this Contract expires prior to the completion of the work, renewal Certificates of Insurance and, if requested by Authority, certified, true copies of the renewal policies shall be furnished by Consultant thirty (30) days priortothe date of expiration. Should at any time the Consultant not maintain the insurance coverages required in this Contract, the Authority may cancel this Contract or at its sole discretion shall be authorized to purchase such coverages and charge the Consultant for such coverages purchased. The Authority shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the Authority to purchase such insurance coverages shall in no way be construed to be a waiver of its rights under this Contract.

15.5. Certificates of insurance, reflecting evidence of the requ ired insurance, shall be filed with the General Manager prior to the commencement of the work. The Consultant shall not commence work under this Contract until it has obtained all insurance required under this paragraph and such insurance has been approved by the General Manager, nor shall the Consultant allow any subcontractor to commence work on its sub-contract until all similar such insurance required of the subcontractor has been obtained and approved .

15.6. Policies shall be issued by companies authorized to do business under the laws of the State of Florida and shall have adequate Policyholders and Financial ratings in the latest ratings of A.M. Best, said A.M. Best rating for wh ich shall be A- or better.

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15.7. REQUIRED INSURANCE

1. Commercial General Liability

Commercia l General Liabil ity Insurance to cover liab ility for bodily injury and property damage. Exposures to be covered are: premises, operations, products/completed operations, and contractual. Coverage must be written on an occurrence basis, with no less than the following limits of liabil ity:

A. Single Limit Bodily Injury & Property Damage

1. 2.

Each Occurrence Annual Aggregate

B. Personal Injury Annual Aggregate

2. Comprehensive Automobi le Liabil ity

$1,000,000 $ 1,000,000

$1,000,000

Comprehensive Automobi le Liabi lity for all veh icles used in the performance of this Contract:

A. Single Limit Bodily Injury & Property Damage

1. Each Occurrence $1,000,000

Coverage shall include owned, hired and/or non-owned veh icles.

The Authority must be named as an additional insured for the Automobile and Commercial General Liabil ity coverage.

3. Professional Liabi lity

Professional Liabi lity with limits not less than $1,000,000. If coverage is provided on a cla ims made basis then coverage must be continued for the duration of t his Contract and for not less than one (1) year thereafter, or in lieu of continuation, provide an "extended reporting clause" for one (1) year.

4. Workers' Compensation Insurance

Workers' Compensation Insurance shall be maintained during the life of this Contract to comply with statutory limits for all employees, and in the case any work is sublet. the Consultant shall require any Subcontractors similarly to provide Workers' Compensation Insurance for all the latter's employees unless such employees are covered by the protection afforded by the

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Consultant. The Consultant and its Subcontractors shal l maintain during the life of this Contract Employer's liability Insurance. The following must be maintained.

A. B.

Workers' Compensation Employer's liability

Statutory $500,000 per accident

The Authority reserves the right to requi re any other insurance coverage it deems necessary depending upon the exposures.

ARTICLE SIXTEEN INDEMNIFICATION

16.1. The Consultant agrees to indemnify and hold harmless and defend the Authority, its officers, agents and employees against any loss, damage or expense (including all costs and reasonable attorneys' fees) suffered by Authority from any claim, demand, jUdgment, decree, or cause of action of any kind or nature arising out of any negligent error, omission, negligent act, recklessness, or intentionally wrongful act of Consultant, its agents, servants, or employees, in the performance of services under th is Contract.

16.2. The Consultant agrees to indemnify and hold harmless the Authority, its officers, agents and employees against any loss, damage or expense (including all costs and reasonable attorneys' fees) suffered by Authority from (a) any breach or misconduct by the Consultant of this Contract, (b) any inaccuracy in or breach of any of the representations, warranties or covenants made by the Consultant herein, (c) any claims, suits, actions, damages or causes of action arising during t he term of this Contract for any personal injury, loss of life or damage to property sustained by reason or as a result of performance of this Contract by the Consultant and the Consultant's agents, employees, invitees, and (d) Consultant acknowledges and agrees that Authority would not enter into this Contract without this indemnification of Authority by Consultant, and t hat Authority's entering into this Contract shall constitute good and sufficient consideration for this indemnification. These provisions shall survive the expiration or earlier termination of this Contract. Nothing in this Contract sha ll be construed to affect in any way the Authority's rights, privi leges, and immunities as set forth in Section 768.28, Florida Statutes.

16.3. Consultant acknowledges that the general conditions of any installation and deployment contract shall include language, satisfactory to the Authority's attorney, in which the contractor agrees to hold harmless and to defend Authority, Consultant, their agents and employees, from all su its and actions, including attorney's fees, and all costs of litigation and judgments of any name and description arising out of or incidental to the performance of the installation and deployment contract or work performed thereunder. Authority acknowledges that Consultant shall be expressly named as an indemnified party, and shall be held harmless, in the general conditions of any installation and deployment contract, and shall be named as an addit ional insured in any contractor's insurance policies.

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ARTICLE SEVENTEEN SUCCESSORS AND ASSIGNS

17.1. The Authority and the Consultant each binds itself and its successors, executors, administrators and assigns to the other party of th is Contract and to the successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the Authority nor the Consultant shall assign, sublet, conveyor transfer its interest in this Contract without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the Authority which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the Authority and the Consultant.

ARTICLE EIGHTEEN REMEDIES

18.1. This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract shall be held in Leon County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof.

ARTICLE NINETEEN CONFLICT OF INTEREST

19.1. The Consultant represents that it has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided for in the Code of Ethics for Public Officers and Employees (Chapter 112, Part III, Florida Statutes). The Consultant further represents that no person having any interest shall be employed for said performance.

19.2. The Consultant shall promptly notify the General Manager, in writing, by certified mai l, of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the Consultant's judgment or quality of services being provided hereunder and which conflict with Schedule D if applicable. Such written notification shall identify the prospective business association. interest or circumstance, the nature of work that the Consultant may undertake and request an informed determination from the General Manager as to whether the association, interest or circumstance would be reviewed by the General Manager as constituting a conflict of interest if entered into by the Consultant. The General Manager agrees to notify the Consultant of its opinion by certified mail within thirty (30) days of receipt of notice by the Consultant. Such determination may be appealed to the Board of Directors by the Consultant within thirty (30) days of the General Manager's notice to the Consultant. If, in the opinion of the General Manager or Authority, the prospective business association, interest or circumstance would not constitute a conflict of interest

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by the Consultant, the General Manager or Authority shall so state in the notice and the Consultant shall , at its option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the Authority by the Consultant under the terms of this Contract.

ARTICLE TWENTY DEBT

20.1. The Consultant sha ll not pledge the Authority's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. The Consultant further warrants and represents that it has no obligation or indebtedness that wou ld impair its ability to fulfill the terms of this Contract.

ARTICLE TWENTY ONE NONDISCRIMINATION

21.1. The Consultant warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation.

ARTICLE TWENTY TWO ENFORCEMENT COSTS

22.1. If any legal action or other proceeding is brought forthe enforcement of this Contract, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

ARTICLE TWENTY THREE NOTICE

23.1. All notices required in this Contract shall be sent via email with a copy sent by certified mail, return receipt requested to the Consultant's Representative, the Authority Representative and the General Manager at the addresses shown in Articles One and Three hereof.

ARTICLE TWENTY FOUR MODIFICATION OF SCOPE OF WORK

24.1. It is the intent of this Contract that Authority shall from time to time issue Work Authorizations for Consultant to perform work. All Work Authorizations in excess of $100,000 will be duly approved by the Authority's Board of Directors prior to issuance. All Work Authorizations less than $100,000 will be duly approved by the Authority's Board of Directors or the General Manager, as applicable, prior to issuance.

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Consultant shall expediently perform such work within the schedule indicated in the work order in accordance with Article Four above. Consultant shall timely cooperate with Authority Representative and General Manager in negotiating the cost and schedule of sa id work orders prior to submission to the Authority Board of Directors for approval. The Authority reserves the right to make changes in the Scope of Work, including alterations, reductions therein or additions thereto. The Authority shal l provide at least seven (7) days notice of any such changes to the Scope of Work. Upon receipt by the Consultant of the Authori ty's notification of a contemplated change, the Consultant shall, in writing: (1) provide a detailed estimate for the increase or decrease in cost due to the contemplated change, (2) notify the Authority of any estimated change in the completion date, and (3) advise the Authority if the contemplated change shall effect the Consultant's ability to meet the completion dates or schedules of this Contract.

24.2. If the Authority so instructs in writing pursuant to Section 8.5 herein, the Consultant sha ll suspend work on that portion of the Scope of Work or work order affected by a contemplated change, pending the Authority's decision to proceed with the change. Consultant shall be entitled to invoice Authority for that portion of the work completed prior to receipt of the written notice.

24.3. If the Authority elects to make the change, the Authority shall in itiate a Contract Amendment and the Consultant shall not commence work on any such change until such written amendment is signed by the Consultant and the General Manager, and if such Scope of Work is in excess of $100,000 it must also f irst be approved by the Board of Directors.

ARTICLE TWENlY FIVE MODIFICATION

25.1. The Authority and the Consultant agree that this Contract together with the Exhibits hereto, sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and cond itions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto in accordance with Article Twenty Four - Modification of Scope of Work. In the event of any conflict or inconsistency between this Contract and the provisions in the incorporated Exhibits, t he terms of this Contract shall supersede and prevail over the terms in t he Exhibits.

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ARTICLE TWENTY SIX MISCELLANEOUS

26.1. Consultant, in representing Authority, shall promote the best interest of Authority and assume towards Authority a duty of the highest trust, confidence and fair deal ing.

26.2. No modification, waiver, suspension or termination of the Contract or of any terms thereof shall impair the rights or liabilities of either party.

26.3. This Contract is not assignable, in whole or in part, by Consultant without the prior written consent of Authority.

26.4. Waiver by either party of a breach of any provision of this Contract shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Contract.

26.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Contract are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments.

This Contract, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Contract.

ARTICLE TWENTY SEVEN SEVERABILITY

27.1. [f any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Contract, or the application of such term or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shal l be deemed valid and enforceable to the extent permitted by law.

ARTICLE TWENTY EIGHT SPECIAL AWARD CONDITIONS

28.1 For the purposes of Grant # NT10B[X5570023 awarded to the NFBA on February 18, 2010, the Consultant agrees to be bound by the special grant award conditions outlined in Schedule D of this agreement for all work authorizations issued to the Consultant and all of its subcontractors to be pa id from the grant funds.

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IN WITNESS WHEREOF, the parties hereto have set their hands and official seals the day and year first above written.

WITNESSES: RAPID SYSTEMS, INC., a Florida corporation

Print Name: =p\>~ {'Os"" * Denise Hamilton, Vice-President, CFO

•

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NORTH FLORIDA BROADBAND AUTHORITY

Stephen G. Fulford, Chairman

Clerk to the Board

Approved as to form

NFBA General Counsel

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SCHEDULE A

Schedule A consists of the following component Parts:

A.i. FORM OF WORK AUTHORIZATION

A.2. DESIGN REPORT

A.3. PRELIMINARY DESIGN

A.4. FINAL DESIGN

A.5. INSTALLATION AND DEPLOYMENT BID SERVICES

A.6. CONTRACT ADMINISTRATION

A.7. DETAILED OBSERVATION OF INSTALLATION AND DEPLOYMENT

SAMPLE FORM OF WORK AUTHORIZATION Work Authorization No. XYl 10-00

to

Professional Services Agreement Between the

North Florida Broadband Authority ("NFBA"), a legal entity and public body created by Interlocal agreement pursuant to

Section 163.01(7), Florida Statutes

and

(Consulting Firm)

A. SUMMARY OF SERVICES TO BE RENDERED

This work authorization addresses the necessary engineering and design services for (Project Name/Description and Number). The project includes ...

The project is required ...

Tasks associated with this project include ...

B. PROJECT COST: PROJECT: XX XXX

Billed At Number of Hours Principal $$ 2 Associate $$ 4 Project Engineer $$ 6

TOTAL COST: $$

c. PROJECT SCHEDULE:

Preliminary Design (30%) - complete XX days from notice to proceed

Prel iminary Design (60%) - complete XX days from notice to proceed

Preliminary Design (90%) - complete XX days from notice to proceed

Final Design - complete XX days from notice to proceed Bid Services - complete XX days f rom notice to proceed

Cost Extended $$ $$ $$

Installation and deployment - Contract Admin complete XX months after insta llation and deployment

notice to proceed

D. NOTICE/AUTHORIZED REPRESENTATIVE OF CONSULTANT

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SAMPLE FORM OF WORK AUTHORIZATION

Consulting Firm

Name, Title of Signer

Address City, State ZIP

Phone

Certification that Sufficient Funds are Available:

Chief Financial Officer

Dated this __ day of _____ , 2010.

Chairman/ General Manager c/o Government Services Group, Inc.

North Florida Broadband Authority

1500 Mahan Drive, Suite 250 Tallahassee, Fl 32309 (850) 681·3717

General Manager

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A.2. DESIGN REPORT.

A.2.1. Consult with Authority to clarify and define Authority's requirements for the Project and review

available data.

A.2.2. Advise Authority as to the necessity of Authority obtaining from Consultant, Additional Services

described in Article Two of th is Agreement, such as, but not limited to site assessments, spectrum and

frequency analysis, permits, or other similar investigations.

A.2.3. Prepare a Design Report containing schematic layouts, sketches and conceptua l design criteria

with appropriate exhibits to indicate clearly the considerations involved (including appl icable

requirements of all governmental authorities having jurisdiction over the project), and any alternative

designs available to Authority and setting forth Consultant's findings and recommendations. The Design

Report also shall contain Consultant's professional eva luation of Authority's Project budget. Said

evaluation shall contain Consultant's initial professional opinions of probable tota l costs for the Project,

including installation and deployment costs, contingencies, and allowances for charges of all

professionals and consultants. The Design Report also shall present Consultant's recommendations as to

how the installation and deployment contract(s) should be let out for bid.

A.2.4. Furn ish five (5) copies of the Design Report, schedule and conduct a meeting with Authority to

present the Design Report for Authority's review and approval.

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A.3. PRELIMINARY DESIGN.

A.3.1. Prepare in a format acceptable to Authority, all preliminary Contract Documents, including but not

limited to all designs, drawings, special cond itions, general conditions, supplementa l conditions,

specifications and bid and Agreement forms, necessary for installation and deployment of the Project.

A.3.2. Keep Authority informed as to the status of the project design through no Jess than week ly

meetings at the Authority's offices.

A.3.3. Upon completion and submission to Authority of the preliminary design for Project, provide to

Authority f ive (5) copies of the preliminary Contract Documents and Consultant's professional preliminary

opinions of probable total Project and installation and deployment costs for review and approval by

Authority. The improvements for which services are to be rendered under this Agreement shall include

the Project as described in the description in paragraph A.1.1. of this Schedule A.

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AA. FINAL DESIGN.

A.4.1. Provide Authority with proposed final installation and deployment drawings and detailed opinions

of probable total Project installation and deployment costs in writing for Authority's review, prior to

completion of the final Contract Documents, so that any changes that may be necessary in accordance

with Project's budgetary schedule can be made prior to bid.

A.4.2. Upon Authority's approval of detailed opinions of probable tota l Project and installation and

deployment costs, provide to Authority, for its review and approval, five (5) copies of final Contract

Documents.

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AS INSTALLATION AND DEPLOYMENT BID SERVICES.

A.5.1. Consultant shall assist in securing bids and:

(a) provide interpretation and clarification of Contract Documents during bidding;

(b) coordinate bid process with Authority including advertisements, publications, Contract

Document sales and receipt of bids;

(c) distribute Contract Documents during bidding phase to prospective bidders;

(d) maintain record of prospective bidders to whom bidding documents have been

distributed;

(e) organize and conduct pre-bid meeting with prospective bidders;

(fl attend the bid opening, prepare bid tabulation sheets and assist Authority in evaluating

bids or proposals and in assembling and awarding contracts for installation and deployment. materials,

equipment and services;

(g) assist Authority in evaluating bidder's previous experience, if necessary;

(h) prepare and issue addenda as appropriate to interpret or clarify Contract Documents;

(i) provide Authority with a recommendation as to the acceptabil ity of subcontractors,

suppliers and other persons and organizations proposed by the bidders for those portions of the work as

to which such acceptability is required by the Contract Documents;

OJ provide Authority with recommendation concerning the acceptability of substitute

materials and equipment proposed by bidder(s) when substitution prior to the award of contacts is

allowed by the Contract Documents; and,

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(k) make a recommendation of contract award, including presentation and discussion before

the NFBA board as needed.

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A.6. INSTALLATION AND DEPLOYMENT CONTRACT ADMIN ISTRATION.

A.6.l. Consult with the Authority and contractors as reasonably required and necessary with regard to

instal lation and deployment of the Project, including but not limited to pre-insta llation and deployment

conference and weekly coordination meeting with Authority and contractor.

A.6.2. Review materials and workmanship of the Project and report to Authority any deviations from the

Contract Documents wh ich may come to the Consultant's attention; determine the acceptabi lity of work

and materials and make recommendation to Authority to reject items not meeting the requirements of the

Contract Documents.

A.6.3. Recommend to the Authority in writing that the work, or designated portions thereof, be stopped

if, in Consultant's judgment, such action is necessary to allow proper inspection, avoid irreparable

damage to the work, or avoid subsequent rejection of work which cou ld not be readily replaced or

restored to an acceptable condition. Such stoppage to be on ly for a period reasonably necessary for the

determination of whether or not the work will in fact comply with the requ irements of the Contract

Documents.

A.6.4. Require that any work which is covered up without being properly observed be uncovered for

examination and restored at contractor's expense if deemed appropriate by the Consultant.

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A.6.5. Issue interpretations and clarifications of Contract Documents during installation and deployment,

and evaluate requests for substitutions or deviations therefrom. Notify Authority of any such requested

deviations or substitutions and when reasonably necessary provide Authority with a recommendation

concerning same. Prepare work change orders as directed by Authority.

A.6.6. Submit to Authority, in a format acceptable to Authori ty, monthly progress and status reports,

including but not limited to manpower, amount of work performed and by whom, equipment, problems

encountered, method to correct problems, errors, omissions, deviations from Contract Documents, and

weather conditions.

A.6. 7. Review shop drawings, diagrams, illustrations, catalog data, schedules and samples, the results

of analysis, tests and inspections, and other data which contractors are required to submit for

conformance with the design concept of the Project and compliance with the provisions of the Contract

Documents.

A.6.8. Monitor aJi required Project records, including but not limited to delivery schedules, inventories

and installation and deployment reports. Based upon the Project records, as weJl as Consultant's

observations at the sites and evaluations of the data reflected in contractor's application for payment,

Consultant shall render a recommendation to Authority concern ing the amount owed to the contractor(s)

and shall forward the contractor's application for such amount to Authority. Such approval of the

application for payment shall constitute a representation by Consultant to Authority, based on

observations and evaluations, that:

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(a) the work has progressed to the point indicated;

(b) the work is in substantial accordance with the Contract Documents; and

(c) the contractor(s) is (are) entitled to payment in the recommended amount.

A.6.9. Receive and review all items to be delivered by the contractor(s) pursuant to the Contract

Documents, including but not limited to all maintenance and operating instructions, schedules,

guarantees, warranties, bonds and certificates of inspection, tests and approvals. Consultant shall

transmit all such deliverables to Authority with Consultant's written comments and recommendations

concerning their completeness under the Contract Documents.

A.6.l0. Negotiate with the contractor(s), the scope and cost of any necessary contract change orders,

using as a basis for such negotiations data or other information emanating from the Contract Documents,

including but not limited to the bid sheet, technical specifications, plans, shop drawings, material

specifications, and proposed material and labor costs. Prepare, recommend and submit for Authority's

approval such change orders.

A.6.ll. Upon receiving notice from the contractor advising Consultant that the Project is substantia lly

complete, Consultant, shall schedule and, in conjunction with Authority, conduct a comprehensive

inspection of the Project, develop a list of items needing completion or correction, forward sa id list tothe

contractor and provide written recommendations to Authority concern ing the acceptability of work done

and the use of the Project. For the purposes of th is provision, substantial completion shall be deemed to

be the stage in installation and deployment of the Project where the Project can be utilized for the

31

purposes for which it was intended, and where minor items need not be fully completed, but all items that

affect the operational integrity and function of the Project are capable of continuous use.

A.6.12. Perform final inspection in conjunction with Authority, and assist Authority in closing out

installation and deployment contract, including but not limited to, providing recommendations concerning

acceptance of Project and preparing all necessary documents, including but not limited to, lien waivers,

contractor's final affidavit, close-out change orders, and final payment application.

A.6.13. Prepare and submit to Authority upon completion of installation and deployment of the Project,

f ive (5) sets of record drawings also provided electronically and in a format acceptable to the General

Manager including those changes made during the installation and deployment process, using

information supplied by the contractors and other data which can reasonably be verified by Consultant's

personnel.

A.6.14. Prepare and submit to Authority upon completion of installation and deployment of Project a final

report of variations from the installation and deployment Contract Documents, including reasons for the

variations.

32

A.7. DETAILED OBSERVATION OF INSTALLATION AND DEPLOYMENT.

A. 7 .1. Installation and deployment work shall be done under the full -time observation of at least one

representative of Consultant; or by such additional representatives of the Consultant as may be

necessary for observing the instal lat ion and deployment of the Project, as may be authorized and

approved by the Authority.

A. 7 .2. During detailed observation of installation and deployment Consultant shall act to protect

Authority's interests in Project and:

(a) photographic documentation properly categorized and identified as to date. time, location,

direction and photographer, with subsequent notations on drawings;

(b) maintain appropriate field notes from which record drawings can be generated;

(c) maintain appropriate field records to document any and all disputes or claims, whether

actual or potentia l with respect to installation and deployment of the Project; and

(d) observe operation or performance testing and report findings to Aut hority and contractor.

END OF SCHEDULE A

33

SCHEDULE B

BASIS OF COMPENSATION

B.l.1. As consideration for providing Basic Services as set forth in any Work Authorization. Authority

agrees to pay, and Consultant agrees to accept the fees as shown on Attachment 8-1 to the Work

Authorization entitled nSchedule of Fees for Scope of Services.~

34

SCHEDULE B - ATIACHMENT 1

SCHEDULE OF FEES FOR SCOPE OF SERVICES

[Insert schedule of fees for Work Authorization]

35

SCHEDULE B - ATIACHMENT 2

CONSULTANT'S EMPLOYEE HOURLY RATE SCHEDULE

[insert Hourly Rate Schedule for Work Authorization}

36

SCHEDULE D

GRANT AWARD CONDITIONS

By its execution of this agreement, the Consultant and all of Consultant'ssub-contractors, agree that they have read and will comply with all provisions and terms and conditions of award #NTlOBIX5570023 and all applicable federal and state statutes. including, but are not limited to, the following Award Documents:

• • •

• • • • • • • • • •

Department of Commerce Financial Assistance Standard Terms and Conditions Award Specific Special Award Conditions 15 CFR Part 24, Uniform Administrative Requirements for Grants and Agreements with States and local governments OMS Circular A-87 OMS Circular A-133

DOC American Recovery Act Award Terms 74 FR 33104, 74 FR 41676, 74 FR 42644 American Recovery and Reinvestment Act of 2009 2 CFR Part 1326, Subpart C ~Government wide Debarment and Suspensions" 15 CFR Part 28, ~New Restrictions on Lobbying" Copeland Anti-Kickback Act Davis Bacon Act Sections 103 and 107 of the Contract Work Hours and Safety Standards Act Notice of Funds Availability, July 9, 2009, 74 FR 130

In addition, the following requirements will be met, as applicable:

• Contractor shall provide all information needed for NFBA reporting to the NTIA, to meet all reporting deadl ines. Failure to provide the information on a timely basis could impact the approval of any pending pay requests.

• Contractor to attend all pre~construction conferences determined by the General Manager with selected bidders or proposers to review compliance of all Davis-Bacon labor-standards, reporting requirements, processes and procedures.

• All NFBA procurement is to be conducted in compliance with state and federa l procurem ent regulations.

• All services to be provided by Consultant under Work Authorizations to be paid from grant proceeds shall be services eligible for payment with federal funds as specified in the Award Documents

• Payment of funds to Consultant under Work Authorizations issued pursuant to grant funded projects is solely contingent on the receipt of grant funds as disbursed and made available to the Authority in the form of grant draws.

• Any past. present or potential confl icts of interest. whether real or in appearance shall be avoided as provided in 15 CFR Part 24.

• Consultant agrees to provide immediate notification to the Authority in writing immediately if there are any unanticipated project activities or changes for which alternatives and/or notifications must be considered, including potential changes in route or conditions which may impact the current designation of the project as categorica lly excluded from environmental review.

38

• All services performed by subcontractors under t his agreement to be pa id with grant funds shall be performed in accordance wit h all applicable grant award requirements and standards as well as any state and local laws. All subcont racts will contain all required federal and state provisions and requi rements of t he program .

39

NFBA Network Design Review Final Report

9/6/2011 Page 17

Exhibit D

RS10-01 NFBA Middle Mile RF and Network Engineering Phase

Dated July 14, 2010

Work Authorization No. RS 10-01 to

Contract for Consulting/Professional Services Between the

North Florida Broadband Authority ("NFBA"), A legal entity and public body created by interlocal agreement pursuant to

Section 163.01(7), Florida Statutes

And

Rapid Systems, Inc. ("Rapid Systems"), a Florida corporation

NFBA Middle Mile RF and Network Engineering Phase

A. OVERVIEW

Pursuant to the Consulting/Professional Services Agreement between NFBA and Rapid Systems dated as of June 9, 2010, Rapid Systems has been retained to provide additional network engineering services to the NFBA. This Work Authorization sets forth the deliverables, completion schedule and fees to be paid for the design services to be provided by Rapid Systems. Any capitalized terms used herein but not otherwise defined shall have the definitions set forth in the Consulting/Professional Services Agreement.

As part of this Work Authorization, Rapid Systems will deliver completed site audit packages, route change orders, request for proposal specifications, final pre-structural path analysis, and network design and architecture for all OSI layers for any and all services provided by NFBA as well as customer requirements, as more fully described herein. All work under this Work Authorization is to be completed by September 17, 2010.

B. DELIVERABLES

As part of this Work Authorization, and in accordance with the Schedule included in Section C hereof, Rapid Systems will deliver the following:

1. Site Audit Template: $10,000 Site Audit Template in conformance with industry standards and best practices including photos and sketches of key factors at each site, including height, structure size, existing antennas, lines, power, grounding, site access, etc., subject to approval by the Project Office.

2. Change Order Template: $10,000 Change Order Template in conformance with industry standards and best practices to be used to document changes in route and alternative sites identified through the performance of site audits and the development of the path analysis, subject to approval by the Project Office.

3. System Design Requirements: $10,000 System design document to conform to the Proposed System Design Requirements for the North Florida Broadband Network issued by the Project Office, subject to approval by the Project Office and further subject to peer review (the "System Design Requirements").

4. RFP Specifications for Network Components, Antennas and Line, Cabinets and Power and Installation and Pathing: $80,000 Specifications and requirements for Requests for Proposals for the following: (a) network components, (b) antennas and lines, (c) cabinets and power, and (d) installation and pathing, subject to approval by the Project Office.

5. Complete Site Audit Packages: $296,411 Final site audit packages for all sites in accordance with acceptable industry best practices in the Site Audit Template format as approved by the Project Office. Site audit packages will be submitted to the Project Manager on a rolling basis, and all site audit packages will be submitted to the Project Manager by August 4, 2010 for approval. Rapid Systems will communicate with site owners and coordinate access to sites.

6. Alternative Site Identification: $10,000 Submit proposed alternative core sites or assets for sites that were deemed unsuitable in the site audit packages or the preliminary path analysis to the Project Manager for approval. Rapid Systems should work to minimize on-going lease and operating costs by leveraging in-kind assets wherever possible in the physical-layer design and architecture. Each core site alternate will be proposed with a narrative rationale including all pertinent engineering information to justify the modification of the network to adjust the paths to the new site.

7. Final Pre-Structural Path Analysis: $72,500 Final pre-structural path analysis using the backbone sites and laterals employed in the network design or alternative core and lateral sites as deemed necessary by the Project Team. The path analysis will conform to performance and system availability requirements as set forth in the approved System Design Requirements (Deliverable #3). All components and overall network design will support a minimum capacity of 100 Mbps full duplex and 99.999% reliability across the core network. Any deviation from the System Design Requirements must be approved by the NFBA in writing through the Project Office. The path engineering information should be sufficient to provide all interested parties (including tower owners, governments and others) with sufficient information for lease applications, equipment bill of materials or any other material documents related to the project. Deliverables should be in the following formats.

a. Site path analysis reports in PDF formats for all links. b. Google Earth reports and drawings revised to depict the design state of the

core network, in-kind sites and potential anchor tenants in PDF format. Rapid

2

Systems will work with the Project Manager to prepare suitable depictions of the network for use by the Project Team.

c. All machine-readable files used to prepare and submit the Site Path Analysis reports and Google Earth depictions of the network on DVD ROM and by transmission to the Project Manager at the Project Office.

8. Change Order: $21,550 Rapid Systems will assist the Project Team with preparation of revised designs and supporting documentation required to justify changes in the original network route approved in the grant application. The supporting documentation will include and not be limited to path diagrams; revised path analysis; Google Earth, any other information necessary to justify the proposed change to the network. By August 18, 2010 Rapid Systems will submit .GR5; .PL5, antenna files; radio files; (or another format as designated by the NFBA Project Manager "Project Manager") for approval by the Project Manager. Files will be in machine-readable format for Pathloss version 5 and Google Earth. The files will be submitted by electronic submission to the Project Manager for approval. The Project Manager will review and approve the file no later than August 20, 2010. Once approved, the site list may not be changed without subsequent submittals including the above referenced information to the Project Manager for approval.

9. RFP Specifications for Radio Equipment: $20,000 Specifications and requirements for requests for proposals for radio equipment, subject to approval by the Project Office.

10. Final OSI Layers: $144,360 Packet network design and architecture for all OSI layers for any and all services provided by NFBA as well as customer requirements. The specifications and requirements will be integrated into a non-specific topology, includingfinal OSI architectures for each element: routing, switching, OSS/BSS, EMS/NMS and UPS. Including ARIN V4 applications, IP schema, layer 2 redundancy, layer 3 and 4, quality of service, security, naming schemas, management and monitoring, remote access, power management, equipment and other physical layer diagrams.

3

C. SCHEDULE

This Work Authorization will be completed by September 17, 2010. The timely performance and completion of the required services are vitally important to the interest of the NFBA and its compliance with grant funding deadlines for Project completion. Rapid Systems shall assure faithful prosecution and timely completion of deliverables pursuant to the following schedule: Date Work Content Deliverable Responsible Party July 16, 2010 Create Site Audit Template Site Audit Template

(Deliverable #1) Rapid Systems

July 17, 2010 Site Audit Template Review Notice to Proceed Project Office

July 22, 2010 Create Change Order Template

Change Order Template (Deliverable #2)

Rapid Systems

July 23, 2010 Change Order Template Review

Notice to Proceed Project Office

July 22, 2010 System Requirements System Design Requirements (Deliverable #3)

Rapid Systems

July 26, 2010 System Requirements Notice to Proceed Project Office July 30, 2010 (a) Network, (b) antenna &

line, (c) cabinets & power, and (d) installation & pathing specs

Four separate RFPs (Deliverable #4)

Rapid Systems and Project Office

August 4, 2010 Site Audits Complete Site Audit Packages (Deliverable #5)

Rapid Systems

August 6, 2010 Site Audit Review Notice to Proceed Project Office August 18, 2010 Alternate Site Identification Alternative site

documentation (Deliverable #6)

Rapid Systems

August 20, 2010 Alternate Site Review Alternate Site Approval Project Office August 20, 2010 Final Pre-Structural Final revised PDF reports.

Revised & final Pathloss 5 and Google Earth files (Deliverable #7)

Rapid Systems

August 23, 2010 Final Pre-Structural Review Notice to Proceed Project Office August 27, 2010 Change Order Change Order

submission per location (Deliverable #8)

Rapid Systems

August 30, 2010 Change Order Review Notice to Proceed Project Office August 30, 2010 Radio Equipment Specs RFP specifications

(Deliverable #9) Rapid Systems and Project Office

August 31, 2010 Radio Equipment RFP Review

Notice to Proceed Project Office

September 13, 2010 Final OSI Layers Final OSI Layers (Deliverable #10)

Rapid Systems

September 17, 2010 Final OSI Layers Final acceptance Project Office

Persistent failure to meet the scheduled deliverable deadlines set forth above shall be grounds for default under Section 8.1 of the Agreement.

4

Rapid Systems will participate in daily status conference calls with the Project Manager at a mutually acceptable time detailing all project work undertaken and progress towards tasks set forth in this Work Authorization. Rapid Systems will participate in weekly meetings with the Project Team.

D. FEES AND STAFFING

This Work Authorization will be staffed by professionals experienced in the execution of the assigned tasks. Rapid Systems shall ensure that all key personnel, support personnel and other agents are fully qualified and capable to perform their assigned tasks.

All services performed by subcontractors under this Work Authorization shall be in accordance with all applicable grant award requirements and standards as well as any state and local laws. All subcontracts will contain all required federal and state provisions and requirements of the program.

Rapid Systems shall establish and maintain lines of authority for its personnel and shall provide this definition to the Project Manager and the NFBA to provide general direction of the work and progress of this Work Authorization.

Rapid Systems' total fees for this Work Authorization are $674,821.00. Rapid Systems shall provide a monthly invoice detailing the work completed and funds requested for Deliverables detailed in Section B to be provided according to the Schedule set forth in Section C. Payment for completed work under this Work Authorization shall be made to Rapid Systems by NFBA using electronic funds transfer either by ACH (specifically in CCD+ or CTX format) or wire transfer to the bank account and in accordance with the bank instructions identified by Rapid Systems in immediately available funds within 2 business days after receipt of federal grant funds. Payment is conditioned on receipt of federal grant funds by the NFBA.

Prior to acceptance and payment authorization for the deliverables, a peer review will be performed at the cost of the NFBA. The peer review will be completed within 14 calendar days from commencement of such review.

Retainage shall be withheld in the amount of ten percent (10%) of the requested funds ("Retainage"). All payments withheld will be released 60 days after completion of this Work Authorization and acceptance and approval of the NFBA General Manager. The acceptance of final payment for this Work Authorization shall constitute a waiver of all claims for compensation and/or fees by Rapid Systems except those previously made in writing and unsettled.

E. SPECIAL GRANT AWARD CONDITIONS

For the purposes of Grant # NT10BIX5570023 awarded to the NFBA on February 18, 2010, Rapid Systems agrees to be bound by the special grant award conditions outlined in Schedule D of the Consulting/Professional Services Agreement in performance of all work under Work Authorization RS 10-01.

5

ustin Jurman, CE Rapid Systems, Inc. 1211 North Westshore Blvd., Suite 711 Tampa, FL 33607

F. NOTICE/PROJECT MANAGER OF CONSULTANT

Stephen G. Fulford, Chairman NFBA 1500 Mahan Drives, Suite 250 Tallahassee, Florida 32308

Certification that Sufficient Funds are Available:

Heidi L. Snyder Chief Financial Officer NFBA 280 Wekiva Springs Road Suite 203 Longwood, FL 32799

Crystie Carey, Esq. General Counsel

Dated this 14th day of July, 2010.

6

NFBA Network Design Review Final Report

9/6/2011 Page 18

Exhibit E

RS11-01 NFBA Middle Mile RF and Network Engineering Phase

Dated December 8, 2010

Work Authorization No. NFBA RSI 1-01Scope of Work

ToContract for Consulting/Professional Services Between the

North Florida Broadband Authority (“NFBA”),A legal entity and public body created by inter-local agreement pursuant to

Section 163.01 (7), Florida Statutes

And

Rapid Systems, Inc. (“Rapid Systems”)A Florida corporation

NFBA Middle Mile Pre-Deployment Engineering

A. OVERVIEW

Pursuant to the Consulting/Professional Services Agreement between NFBA and Rapid Systems dated June 9,2010, Rapid Systems has been retained to provide continued network engineering services to the NFBA. ThisWork Authorization sets forth the deliverables, completion schedule and fees to be paid for the engineeringservices to be provided by Rapid Systems. Any capitalized terms used herein but not otherwise defined shallhave the definitions set forth in the Consulting/Professional Services Agreement.

As part of this Work Authorization, Rapid Systems will deliver the Preliminary Data Center Buildouts, FCCLicensing, Network and Radio Equipment Warehousing, Staging and Interoperability Testing, as more fullydescribed herein. All work under this Work Authorization is to be completed February 1, 2011.

B. DELIVERABLES

As part of this Work Authorization and in accordance with the Schedule included in Section C hereof, RapidSystems will deliver the following:

1. Preliminary Data Center Buildouts:

Rapid Systems shall engineer, purchase, install, configure, program and make operational the networkequipment to support and secure the NFBA IP addresses provided by ARIN.

2. FCC Licensing:

Rapid Systems shall file all licensed 11 GHz and 6 GHz links on the FCC ULS and shall complete all FCC ULSentries pertaining to the licensing of the middle mile microwaves. This includes all Licensing fees,administration, additiona coordination, mitigation of interference studies required to complete licensingservices.

~

3. Network and Radio Equipment Warehousing, Staging and Interoperability Testing:

Q Rapid Systems shall provide engineering personnel, equipment warehousing facilities, warehousing policyand procedures, asset tagging and inventory control systems, test equipment, hardware and software testsystems, staging and test facilities, benchmarking and testing policy and procedures, equipmentconfiguration documentation, equipment testing methodology documentation, equipment interoperabilitytesting documentation and return material authorization policy and procedures for the NFBA network andradio equipment according to ISO and Six Sigma quality control standards.

Rapid Systems will provide the NFBA a staging and testing facility located within one of the Florida RACECcounties for the receiving, inventory control, assembly, programming and configuration, bench testing,equipment burn-in, palletized staging, POD loading, shipping and IRMA processing for all network andhardware components needed to complete the NFBA middle mile network deployment.

The benchmark and test procedures shall be created to test the configuration of each individual networkelement as well as a master interoperability test containing all network elements

Rapid Systems will create additional processes and procedures to simulate real-life performance andcircumstantial scenarios such as failover, load balancing, traffic engineering, QOS parameters, COS, and theoyerall service quality of the network. -_______________________

C. SCHEDULE

This Work Authorization will be completed by 2/01/2012. The timely performance and completion of therequired services are vitally important to the interest of the NFBA and its compliance with grant fundingdeadlines for Project completion. Rapid Systems shall assure faithful prosecution and timely completion ofdeliverables pursuant to the following schedule:

______ Work Content Deliverable Responsible Party

12/1/2010 Preliminary Data Center Buildouts engineer, purchase, install, configure, Rapid Systems01/1/2011 (Deliverable 41) program and make operational the

network equipment (Deliverable #1)

12/1/2010 FCC Licensing (Deliverable #2) file all licensed 11GHz and 6 GHz links Rapid Systems02/1/2011 on the FCC ULS (Deliverable #2)

Date

12/1/2010 Network and Radio Equipment engineering personnel, equipment01/1/2011 warehousing (Deliverable #3) warehousing facilities, warehousing

policy and procedures, asset taggingand inventory control systems, testequipment, hardware and softwaretest systems, staging and test facilities(Deliverable #3)

Network and Radio Equipment benchmarking and testing policy andWarehousing (Deliverable #3) procedures, equipment configuration

documentation, equipment testingmethodology documentation,equipment interoperability testingdocumentation and return materialauthorization policy and procedures(Deliverable #3)

Rapid Systems

Rapid Systems

~

12/1/201002/1/2011

C___2

1’J~A-

Persistent failure to meet the scheduled deliverable deadlines set forth above shall be grounds for default underQsection 8.1 of the Agreement.

D. FEES AND STAFFING

Compensation for this Work Authorization shall be a fixed fee of $350,000. Payments will be made monthly inthe amount of $175,000 for the month of December 2010, $175,000 for the month of January 2011 uponcompletion of the deliverables described in the Section B and per the schedule in Section C.

This Work Authorization will be staffed by professionals experienced in the execution of the assigned tasks.Rapid Systems shall ensure that all key personnel, support personnel and other agents are fully qualified andcapable to perform their assigned tasks.

All services performed by subcontractors under this Work Authorization shall be in accordance with allapplicable grant award requirements and standards as well as any state and local laws. All subcontracts willcontain all required federal and state provisions and requirements of the program.

Rapid Systems shall establish and maintain lines of authoritytqtit~personnel and shall provide this definition tothe Project Manager and the NFBA to provide general direction of the work and progress of this WorkAuthorization.

Rapid Systems’ total fees for this Work Authorization are $350,000. Rapid Systems shall provide a monthly invoicedetailing the tasks completed, percentage of work completed, location of the work, description of deliverables andevidence of progress. Payment for work under this Work Authorization shall be made to Rapid Systems by NFBA

Qusing electronic funds transfer either by ACH (specifically in CCD+ or CTX format) or wire transfer to the bankaccount and in accordance with the bank instructions identified by Rapid Systems in immediately available fundswithin 2 business days after receipt of federal grant funds. Payment is conditioned upon receipt of federal grantfunds by the NFBA.

The acceptance of final payment for this Work Authorization shall constitute a waiver of all claims forcompensation and/or fees by Rapid Systems except those previously made in writing and unsettled.

E. SPECIAL GRANT AWARD CONDITIONS

For the purposes of Grant It NT10B1X5570023 awarded to the NFBA on February 18, 2010, Rapid Systems agreesto be bound by the special grant award conditions outlined in Schedule D of the Consulting/Professional ServicesAgreement in performance of all work under Amended Work Authorization RS11-01.

F. NOTICEIPROJECT MANAGER OF CONSULTANT Lt/SJgi)

AL/La)Dustin Jurman, CE. ~ Stephen G. Fu’ord ChairmanRapid Systems, Inc. NFBA1211 North Westshore Blvd., Suite 711 1500 Mahan Drives, Suite 250Tampa, FL 33607 Tallahassee, Florida 32308

k)?13A (ZSIvoI

Certificatio that Sufficient Funds are Available:

CD A A AA.. at

Heidi L~er C -

Chief Financial Officer - C.~

280 Wekiva Springs RoadSuite 203Longwood, FL 32799

~F~R ~3ii-~~