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HomeMy WebLinkAboutWaterloo Fiber Internet Network Equipment and Services RFPRequest for Proposal Waterloo Fiber Network Equipment and Services Waterloo Fiber Internet City of Waterloo, IA May 2023 Table of Contents INTRODUCTION ADMINISTRATIVE INFORMATION FORM AND CONTENT OF PROPOSALS SCOPE OF WORK SPECIFICATIONS EVALUATION AND SELECTION CONTRACTUAL TERMS AND CONDITIONS SECTION 1 INTRODUCTION Purpose The Municipal Telecommunications Utility of the City of Waterloo (MTU) d/b/a Waterloo Fiber (WF), is seeking proposals from qualified value-added resellers (VARs) to provide network hardware, software, and installation services to implement a new Communication Service Provider (CSP) network to be operated by the MTU (Owner). The Owner has begun implementation of its Broadband Business Plan for WF, which provides for construction of a carrier-class passive optical network (PON) passing approximately 26,367 commercial and residential premises. The Owner is seeking a turnkey go-live ready system including all required hardware, software, installation materials, and professional services to implement the WF network described in this RFP, sufficiently deployed to provision test customers for Internet service by November 1, 2023. Proposed Solutions that cannot commit to meet this deployment schedule may be disqualified. The Owner desires to establish, where possible, a direct relationship with all equipment and software manufacturers in the Proposed Solution. Therefore, any components in the Proposed Solution that are available for direct purchase by the Owner from the manufacturer must be quoted to allow for direct purchase. All manufacturer lead times for equipment must be included in the Proposed Solution. The Owner wishes to contract with a Seller able to provide the turn-key go-live ready system specified in this RFP. The Owner intends to partner with seven (7) other Iowa communities for joint use of hardware, software, content resources, and operational support located within the Cedar Falls Utilities data center (CFU 28E). The CFU 28E serves to reduce both individual operating costs and complexity for all participating members. Furthermore, the Owner currently has equipment from Cisco deployed within their enterprise network and employs staff who are experienced in Cisco operations. Therefore, Proposed Solutions that provide operational compatibility with the CFU 28E network and build on the Owner’s existing Cisco expertise are preferred. Scope of work service requirements are more particularly identified in Section 4 of this RFP. Specifications and compatibility requirements are more particularly identified in Section 5 of this RFP. The City of Waterloo IA has contracted the services of Magellan to manage the selection, procurement, and integration of their new network. All references to “WF”, “Waterloo Fiber”, and “Waterloo Fiber personnel” include City and Magellan staff by extension. The Seller is solely responsible for ensuring all equipment, software, and services required to fully commission the network as described by this RFP and its supporting documents are included in their Proposed Solution. Definitions The City of Waterloo IA has made every effort to use industry standard terminology throughout this RFP and to provide clear definitions unique to the context. If the prospective Seller has questions on terminology or context, it is the responsibility of the Seller to request clarification in writing. Likewise, the Seller should define terms that may be unclear in their proposal. The following definitions and clarifications are provided: Term Definition  CSP (Communication Service Provider) A commercial telecommunications provider offering some combination of information, entertainment, and/or application services to retail and/or wholesale customers over a network by leveraging the infrastructure as a rich, functional platform.  MTU (Municipal Telecommunications Utility) The new retail CSP created by the City of Waterloo, IA.  WF (Waterloo Fiber) The marketing brand of the broadband system operated by the MTU (MTU dba/WF).  RFP (Request for Proposal) Consists of this requirements document with all its exhibits and attachments.  Proposed Solution Defined as all materials, software, licensing, and labor necessary to implement the turn-key system described and required by this RFP.  Shall Designates a requirement of the Proposed Solution.  Owner The Waterloo MTU d/b/a WF to include their designated project managers, staff, and consultants.  VAR (Value Added Reseller) An IT vendor providing a turnkey solution for the Owner including multi-vendor hardware and software along with significant pre-sale and post-sale services.  Seller A VAR submitting a Proposed Solution purported to satisfy the requirements of the RFP.  CFU 28E (Cedar Falls Utility 28E Agreement) An existing 28E agreement between seven (7) Iowa communities for joint use of hardware, software, content resources, and operational support located within the Cedar Falls Utilities data center.  Contract The contract(s) entered into with the successful Seller(s) as described in Section 7.1.  Qualified Seller A Seller that has the capability in all material respects to perform the scope of work and specifications of the Contract. In determining whether a Seller is a Qualified Seller, the Owner may consider various factors including, but not limited to, the Seller’s competence and qualifications to provide the goods or services requested, the Seller’s integrity and reliability, the past performance of the Seller and the best interest of the Owner.   Qualified Seller A Seller that has the capability in all material respects to perform the scope of work and specifications of the Contract. In determining whether a Seller is a Qualified Seller, the Owner may consider various factors including, but not limited to, the Seller’s competence and qualifications to provide the goods or services requested, the Seller’s integrity and reliability, the past performance of the Seller and the best interest of the Owner.  Qualified Proposal A Proposal that complies with the material provisions of this RFP.  CPE (Customer Premise Equipment) Provider edge equipment located on a subscriber premise to deliver CSP services.  ISP (Inside Plant infrastructure) All racks, cable management, power, cooling, electronics, and installation components located inside an environmentally controlled structure.  OSP (Outside Plant Infrastructure) Fiber optic cable, vaults, cabinets, pedestals, splice enclosures, and installation components located underground and/or aerially on poles.  Project Completion Defined as the time when the Seller has: delivered, installed, configured, and successfully tested the proposed network, and provided all required documentation and training, and received final acceptance from the Owner  General Terms and Conditions The General Terms and Conditions for Services Contracts.   Overview of the RFP Process This RFP is designed to provide Sellers with the information necessary to develop a Proposed Solution. The RFP process is for the Owner’s benefit and is intended to provide the Owner with competitive information to assist in the selection process. It is not intended to be comprehensive. Each Seller is solely responsible for determining all factors affecting the design, configuration, and implementation of a comprehensive proposal that will accomplish the technical and business goals described by this RFP. RFP Schedule The Owner will make every effort to adhere to the following schedule leading to the award of a contract; however, this schedule is subject to change. Sellers will be notified of significant schedule changes:  Action Responsible Party Target Date  Issuance of RFP  Owner  5/4/23  Non-mandatory Pre-Proposal Conference via Microsoft Teams video conference, Meeting ID: 292 740 148 348, Passcode: 8MQvQB https://www.microsoft.com/microsoft-teams/join-a-meeting Owner  5/9/23  Submission of Questions  Sellers  5/16/23  Submission of Proposals  Sellers  6/1/23  Evaluation of Proposals  Owner  6/15/23  Contract Award (anticipated)  Owner  6/19/23  Test customer turn-up Seller/Owner 11/1/23   Proposal Submission The Seller shall submit a digital copy of their completed and signed Proposal to Waterloo City Clerk’s Office, 715 Mulberry Street, Waterloo, IA, no later than 1:00 p.m. CT on the designated due date. The Owner reserves the right to reject any and all proposals that are deemed out of compliance with the RFP requirements and to waive any irregularities within a particular proposal. Proposals received after the deadline for submission of proposals as stated herein shall not be considered and shall be returned to the late proposer unopened. Project Acceptance The Seller must demonstrate to the Owner full and complete compliance with all requirements in the RFP and successfully complete an Acceptance Test Plan (ATP) to validate the operational performance of the installed network to receive final acceptance for Project Completion. The Owner reserves the right to withhold final payment until the Seller meets all requirements in this RFP to the Owner’s satisfaction. The Seller shall provide as part of their proposal a list of acceptance tests in addition to those in Section 4 that they believe best demonstrate the operation and performance of the WF network as described in this RFP. The specific ATP tests and procedures to perform them will be developed jointly by the Owner and Seller during implementation of the network. After completion of the network implementation, the Owner will review the scope of work in Section 4 to determine if the Proposed Solution as installed satisfies the RFP requirements. The Owner will document in writing any deficiencies discovered, and upon the Seller’s completion or correction of these items, the Owner shall authorize final payment to the Seller. Deployment Strategy and Schedule Construction of WF outside plant (OSP) is estimated for the following phases and schedules: Phase Point of Presence Estimated Schedule  Phase 1 Fire Station 6 (primary data center) June 2023- September 2024  Phase 2 Linden Tower October 2024 - October 2025  Phase 3 Fletcher November 2025- December 2026   Phase 1 construction is organized to provide for turn-up of test customers by November 1, 2023. Sellers who cannot commit to this date may be disqualified. WF understands this is an aggressive schedule and that incremental and/or temporary equipment installation may be necessary to meet this requirement. To reduce storage space, preserve manufacturer warranties, and prevent premature maintenance expenses, the Seller shall align shipment of the Proposed Solution with the estimated construction phasing schedule and incremental subscriber growth projections. Project Completion shall require the Proposed Solution to be fully configured for go-live ready operation with all access equipment installed in the primary data center and customer premise equipment scheduled for quarterly shipment following the subscriber forecast. The Owner will install, power, and cross-connect the Phase 2 and 3 access equipment in tandem with the OSP construction. The Seller shall work with the Owner to ensure that the necessary site preparations are made to support the November 1, 2023 test customer turn-up and that the necessary equipment and services are shipped/delivered in a timely manner. The Seller shall provide in their Proposal an estimated timeline relative to the contract award date with projected milestones including equipment delivery, high level design, equipment installation, acceptance testing, and Project Completion. No equipment shall be shipped or invoiced without prior written approval from the Owner. Project Contract Requirements The Owner understands that the solution set for WF can be provided in multiple configurations with differing costs and will therefore evaluate proposals using criteria included in this RFP to select a Seller and award a contract. This RFP with all stated requirements, Seller responses, and clarifications will become part of the final contract. Deviations to the above listed terms and conditions may be considered cause for immediate disqualification of the Seller’s proposal from further consideration, at the Owner’s discretion. The Owner desires to establish, where possible, a direct relationship with all equipment and software manufacturers in the Proposed Solution. Therefore, any components in the Proposed Solution that are available for direct purchase by the Owner from the manufacturer must be quoted to allow for direct purchase. All manufacturer lead times for equipment must be included in the Proposed Solution. Bid Bond Requirements The Owner does NOT require a Bid Bond for this project. Performance Bond Requirements The Owner does NOT require a Performance Bond for this project. RFP Attachments and Exhibits The Proposed Solution should be developed to incorporate the network architecture, subscriber counts, service integrations, and traffic capacities described and required by this RFP. A list of Attachments and Exhibits accompanying this RFP to assist the Seller include: Attachment A - Waterloo Fiber High Level Network Architecture - provides a high-level conceptual diagram showing the network components, their connectivity, the minimum link speeds, and estimated fiber distances of the WF network. Attachment B - Video Service Architecture - provides a high-level conceptual diagram of the wholesale video service interconnection, traffic flows, and components including hardware to be installed and integrated in the Owner’s local data center. Attachment C - VoIP Service Architecture - provides a high-level conceptual diagram of the wholesale VoIP service interconnection, traffic flows, and components including hardware to be installed and integrated in the Owner’s local data center. Exhibit A - Point by Point Response – provides for the Seller’s description and point-by-point response to the RFP requirements and specifications. Exhibit B - Proposal Materials and Pricing – provides the format and tab structure for submission of Seller’s detailed bill of materials, services, and pricing for the Proposed Solution. Some sections of this RFP require a description of the Proposed Solution and a point-by-point response to the specifications. The Seller shall describe their Proposed Solution for each section and identify its level of compliance with each specification with a brief explanation if applicable in Exhibit A - Point by Point Response. Compliance, exceptions, and clarifications to the RFP shall all be clearly identified and summarized. Compliance shall be indicated with “Y” = Yes, “P” = Partial, or “N” = No for each item. The terms “Understood” and “Read and Understood” are unacceptable. The point-by-point response provided by the Seller shall be for the system as proposed and shall reflect the costs included in Exhibit B – Proposal Materials and Pricing.  The Seller shall only indicate Compliant to items qualified with “Support” if the Proposed Solution includes all the necessary components to satisfy the requirement. The Seller shall only indicate Compliant to Items qualified with “Option” if it is generally available from the manufacturer. Otherwise, they shall indicate “P” or “N” as the case may be to that requirement.  SECTION 2 ADMINISTRATIVE INFORMATION Restriction on Communication From the issue date of this RFP until a Notice of Intent to Award the Contract is issued, Sellers may contact only the Issuing Officer, Mark Lane (mlane@entrustsol.com). The Issuing Officer will respond only to written questions regarding the procurement process. Questions related to the interpretation of this RFP must be submitted as provided in Section 2. Oral questions related to the interpretation of this RFP will not be accepted. Sellers may be disqualified if they contact any City of Waterloo employee or official other than the Issuing Officer about the RFP. This section shall not be construed as restricting communications related to the administration of any contract currently in effect between a Seller and the City of Waterloo. Downloading the RFP from the Internet The RFP document and any addenda to the RFP will be posted at the Waterloo municipal government bids website. The Seller is advised to check the website periodically for Addenda to this RFP, particularly if the Seller downloaded the RFP from the Internet as the Seller may not automatically receive addenda. It is the Seller’s sole responsibility to check daily for addenda to posted documents. Procurement Timetable The dates provided in the procurement timetable within this RFP are provided for informational and planning purposes. The Owner reserves the right to change the dates. If the Owner changes any of the deadlines for Seller submissions, the Owner will issue an addendum to the RFP. Non-Mandatory Pre-Proposal Conference The MTU will receive sealed proposals for the above-named project until 1:00 PM CT on June 1, 2023 at the Office of the City Clerk, City Hall, 715 Mulberry Street, Waterloo, IA 50703. Any sealed proposal received after the specified time and date will not be considered. A Non-Mandatory Pre-Bid Conference will be held at 10:00 am local time on May 9, 2023 at Mollenhoff Conference Room, City Hall, 715 Mulberry Street, Waterloo, IA 50703 in person or join via Microsoft Teams video conference, Meeting ID: 292 740 148 348, Passcode: 8MQvQB https://www.microsoft.com/mi crosoft-teams/join-a-meeting Inquiries For Information Should Be Directed to: Mark Lane, via email only at: mlane@entrustsol.com. All questions must be submitted via e-mail before 5:00 pm, Thursday, May 16, 2023. RFP documents may be examined at the City Clerk’s Office. Electronic copies of RFP documents in PDF format are available for download on the the Waterloo municipal government bids website. It shall be the responsibility of the Seller to monitor the City’s website and above noted e-procurement websites for published addenda. All fully executed addendum must be returned to the Owner with proposal submission. The Owner will not accept faxed or emailed addenda. In Compliance with this RFP and to All the Conditions Imposed Therein and Hereby Incorporated by Reference, the Undersigned Offers, And Agrees to Furnish Services requested in the solicitation. The pre-bid conference may be recorded. Questions asked at the conference that cannot be adequately answered during the conference may be deferred. A copy of the questions and answers will be sent to Sellers who submit a letter of intent to propose and will be posted in the form of an addendum at: the Waterloo municipal government bids website. Questions, Requests for Clarification, and Suggested Changes Sellers are invited to submit written questions and requests for clarifications regarding the RFP. Sellers may also submit suggestions for changes to the specifications of this RFP. The questions, requests for clarifications, or suggestions must be in writing and received by Mark Lane, Issuing Officer, on or before the date and time listed within the RFP. Oral questions will not be permitted. If the questions, requests for clarifications, or suggestions pertain to a specific section of the RFP, Seller shall reference the page and section number(s). The Owner will send written responses to questions, requests for clarifications, or suggestions received from Sellers before the date listed within the RFP. The Owner’s written responses will become an addendum to the RFP and be provided to all potential Sellers. If the Owner decides to adopt a suggestion that modifies the RFP, the Owner will issue an addendum to the RFP. The Owner assumes no responsibility for oral representations made by its officers or employees unless such representations are confirmed in writing and incorporated into the RFP through an addendum. Amendment to the RFP The Owner reserves the right to amend the RFP at any time using an addendum. The Seller shall acknowledge receipt of all addenda in its Proposal. If the Owner issues an addendum after the due date for receipt of Proposals, the Owner may, in its sole discretion, allow Sellers to amend their Proposals in response to the addendum. Amendment and Withdrawal of Proposal The Seller may amend or withdraw and resubmit its Proposal at any time before the Proposals are due. The amendment must be in writing, signed by the Seller and received by the time set for the receipt of Proposals. Electronic mail and faxed amendments will not be accepted. Sellers must notify Mark Lane, Issuing Officer, in writing prior to the due date for Proposals if they wish to completely withdraw their Proposals. Proposal Opening The Owner will open Proposals at 1pm CT on the Proposal due date. The Proposals will remain confidential until the Owner has issued a Notice of Intent to Award a Contract. However, the names of Sellers who submitted timely Proposals will be publicly available after the Proposal opening. The announcement of Sellers who timely submitted Proposals does not mean that an individual Proposal has been deemed technically compliant or accepted for evaluation. Costs of Preparing the Proposal The costs of preparation and delivery of the Proposal are solely the responsibility of the Seller. No Commitment to Contract The Owner reserves the right to reject any or all Proposals received in response to this RFP at any time prior to the execution of the Contract. Issuance of this RFP in no way constitutes a commitment by the Owner to award a contract. Rejection of Proposals The Owner may reject outright and not evaluate a Proposal for reasons including, without limitation: The Seller fails to deliver a complete Proposal. The Seller acknowledges that a mandatory specification of the RFP cannot be met. The Seller’s Proposal changes a material specification of the RFP or the Proposal is not compliant with the mandatory specifications of the RFP. The Seller’s Proposal limits the rights of the Owner. The Seller fails to include information necessary to substantiate that it will be able to meet a specification of the RFP as provided in Section 5 of this RFP. The Seller fails to timely respond to the Owner’s request for information, documents, or references. The Seller presents the information requested by this RFP in a format inconsistent with the instructions of the RFP or otherwise fails to comply with the specifications of this RFP. The Seller initiates unauthorized contact regarding the RFP with a City employee or official other than, Mark Lane, Issuing Officer. The Seller provides misleading or inaccurate responses. The Seller’s Proposal is materially unbalanced. There is insufficient evidence (including evidence submitted by the Seller and evidence obtained by the Owner from other sources) to satisfy the Owner that the Seller is a Qualified Seller. Reference Checks The Owner reserves the right to contact any reference to assist in the evaluation of the Proposal, to verify information contained in the Proposal and to discuss the Seller’s qualifications and the qualifications of any subcontractor identified in the Proposal. Information from Other Sources The Owner reserves the right to obtain and consider information from other sources concerning a Seller, such as the Seller’s capability and performance under other contracts, the qualifications of any subcontractor identified in the Proposal, the Seller’s financial stability, past or pending litigation, and other publicly available information. Verification of Proposal Contents The content of a Proposal submitted by a Seller is subject to verification. If the Owner determines in its sole discretion that the content is in any way misleading or inaccurate, the Owner may reject the Proposal. Proposal Clarification Process The Owner reserves the right to contact a Seller after the submission of Proposals for the purpose of clarifying a Proposal. This contact may include written questions, interviews, site visits, a review of past performance if the Seller has provided goods and/or services to the City of Waterloo or any other political subdivision wherever located, or requests for corrective pages in the Seller’s Proposal. The Owner will not consider information received from or through Seller if the information materially alters the content of the Proposal or the type of goods and/or services the Seller is offering to the Owner. An individual authorized to legally bind the Seller shall sign responses to any request for clarification. Responses shall be submitted to the Owner within the time specified in the Owner’s request. Failure to comply with requests for additional information may result in rejection of the Proposal. Disposition of Proposals All Proposals become the property of the Owner and shall not be returned to the Seller. Once the Owner issues a Notice of Intent to Award the Contract, the contents of all Proposals will be public records available for inspection by interested parties. Copyright Permission By submitting a Proposal, the Seller agrees that the Owner may copy the Proposal for purposes of facilitating the evaluation of the Proposal or to respond to requests for public records. By submitting a Proposal, the Seller consents to such copying and warrants that such copying will not violate the rights of any third party. The Owner shall have the right to use ideas or adaptations of ideas that are presented in Proposals. Release of Claims By submitting a Proposal, the Seller agrees that it will not bring any claim or cause of action against the Owner based on any misunderstanding concerning the information provided in the RFP or concerning the Owner’s failure, negligent or otherwise, to provide the Seller with pertinent information in this RFP. Evaluation of Proposals Submitted Proposals that are timely submitted and are not rejected will be reviewed and evaluated in accordance with Section 6 of the RFP. The Owner will not necessarily award a Contract resulting from this RFP to the Seller offering the lowest cost. Instead, the Owner will award the Contract(s) to the Qualified Seller(s) whose Qualified Proposal the Owner believes will provide the best value to the Owner. Award Notice and Acceptance Period Notice of Intent to Award the Contract(s) will be sent to all Sellers submitting a timely Proposal and may be posted at the website listed within the RFP. Negotiation and execution of the Contract(s) shall be completed no later than thirty (30) days from the date of the Notice of Intent to Award or such other time as designated by Owner. The Seller’s form of contract may be utilized and the MTU reserves the right to negotiate the terms of the agreement. If the successful Seller fails to negotiate and deliver an executed Contract by that date, the Owner, in its sole discretion, may cancel the award and award the Contract to the remaining Seller the Owner believes will provide the best value to the Owner. No Contract Rights until Execution No Seller shall acquire any legal or equitable rights regarding the Contract unless and until the Contract has been fully executed by the successful Seller and the Owner. Choice of Law and Forum This RFP and the Contract shall be governed by the laws of the State of Iowa. Changes in applicable laws and rules may affect the award process or the Contract. Sellers are responsible for ascertaining pertinent legal requirements and restrictions. Any and all litigation or actions commenced in connection with this RFP shall be brought in the appropriate Iowa forum. No Minimum Guaranteed The Owner does not guarantee any minimum level of purchases under the Contract. SECTION 3 FORM AND CONTENT OF PROPOSALS 3.1 Instructions These instructions prescribe the format and content of the Proposal. They are designed to facilitate a uniform review process. Failure to adhere to the Proposal format may result in the rejection of the Proposal. Submission of Proposals The Seller shall submit an electronic copy of their proposal on a flash drive that includes: an executive summary of the Proposed Solution a diagram of the Proposed Solution showing the components, connectivity, and link speeds proposed rack elevations showing equipment power connections and breaker requirements a completed copy of Exhibit A - Point by Point Response a completed copy of Exhibit B – Proposal Materials and Pricing any other pertinent documentation such as data sheets, diagrams, and training catalogs references and contact information A digital copy of the proposal shall be included with the submission in the most appropriate format of each item including MS Word, MS Excel, MS Visio, and/or Adobe Acrobat formats. All Exhibits required in the submission shall be completed and submitted in the format they were provided in the RFP. Sellers are required to submit electronic copies on a flash drive. Sellers submitting incomplete or materially deficient proposals may be disqualified. References and Contact Information The Owner requires sufficient corporate, financial, and reference information to adequately assess the qualifications of the Seller to sell, install, and support the Proposed Solution. The reference information will be used by the Owner to differentiate between Sellers with similar Proposed Solutions, and shall be provided in a separate document including the following information: Corporate Information The Seller shall provide an overview of their corporate structure. The overview should address the following specific items: Name, address, and contact information of the Company and representative Company History and Formation Ownership (Public or Privately Held) Number of Employees Organizational chart of the management and implementation teams for the project A detailed history of all mergers or acquisitions (if applicable).   Seller’s financial condition and supporting documentation (ie. audited annual reports, etc.)  Implementation Experience WF will operate in a competitive marketplace with experienced incumbent CSP’s, therefore the Seller’s experience implementing and supporting CSP networks will be crucial to the successful launch and ongoing operation of WF. To this end, the Seller shall provide a brief summary of their experience implementing and supporting carrier-class networks for CSP customers. The summary should address the following specific experience: Implementations of municipal and/or commercial CSP networks Implementations of similar network architectures List of certifications relative to the Proposed Solution held by the implementation team List of partner certifications relative to the Proposed Solution held by the Seller Sellers with specialization in the proposed equipment manufacturers’ service provider architecture are preferred. Copies of formal manufacturer-conferred certifications including the certification name, description, requirements, and date of award/renewal should be provided in the Seller’s response. The Seller shall submit a list of three (3) CSP references who have deployed similar architectures within the last five (5) years. The reference information shall include the company name with dates of implementation along with the name, address, and phone number of the individual(s) that may be contacted at the company. Seller shall omit all homogenous enterprise IT deployments (i.e., private corporate-centric networks) from their response and references. Payment Methods Termination, Litigation, Debarment The Seller must provide the following information for the past five (5) years Has the Seller had a contract for goods and/or services terminated for any reason? If so, provide full details regarding the termination. Describe any damages or penalties assessed against or dispute resolution settlements entered into by Seller under any existing or past contracts for goods and/or services. Provide full details regarding the circumstances, including dollar amount of damages, penalties and settlement payments. Describe any order, judgment or decree of any Federal or State authority barring, suspending or otherwise limiting the right of the Seller to engage in any business, practice or activity. A list and summary of all litigation or threatened litigation, administrative or regulatory proceedings, or similar matters to which the Seller or its officers have been a party. Any irregularities discovered in any of the accounts maintained by the Seller on behalf of others. Describe the circumstances and disposition of the irregularities. Failure to disclose these matters may result in rejection of the Proposal or termination of any subsequent Contract. The above disclosures are a continuing requirement of the Seller. Seller shall provide written notification to the Owner of any such matter commencing or occurring after submission of a Proposal, and with respect to the successful Seller, following execution of the Contract. Seller agrees to submit monthly invoices and accept payment in the form of check or ACH. Acceptance of Terms and Conditions By submitting a Proposal, Seller acknowledges its acceptance of the terms and conditions of the RFP and the General Terms and Conditions without change except as otherwise expressly stated in its Proposal. If the Seller takes exception to a provision, it must identify it by page and section number, state the reason for the exception, and set forth in its Proposal the specific RFP or General Terms and Conditions language it proposes to include in place of the provision. If Seller’s exceptions or responses materially alter the RFP, or if the Seller submits its own terms and conditions or otherwise fails to follow the process described herein, the Owner may reject the Proposal, in its sole discretion. Firm Proposal Terms The Seller shall guarantee in writing the goods and/or services offered in the Proposal are currently available and that all Proposal terms, including price, will remain firm for the number days indicated on the RFP cover sheet 90 days following the deadline for submitting Proposals. Proposal Shall Include Only Generally Available Equipment and Software All Seller supplied programs and software must be field operational before the date the proposal is submitted. Demonstrations must utilize the proposed equipment, programs or software precisely as proposed. Unless otherwise specified in the specifications, all items on which a Seller submits a proposal must be new, of the latest model or manufacture, and be at least equal in quality to that specified in the bidding documents. Seller Required to Identify Patented Items, and Copyrighted Text, Information, Data, or Software Included in Its Proposal; Seller Required to Include with Its Proposal any Licenses that Owner Will be Expected to Execute. Sellers shall identify any patented equipment, processes, materials, or hardware, or any copyrighted text, information, data, or software that it proposes to supply as part of the goods or services it is required to provide under the RFP. Every Seller shall likewise identify the licensing agent for the patented or copyrighted items, and shall provide with its proposal a copy of any licensing or user agreement that the Owner will be expected to execute for the use of patented equipment, processes, materials, or hardware, or copyrighted text, information, data, or software included in a proposal, as well as the anticipated cost to the Owner, if any, for use under a license or agreement. The Seller to whom the contract is awarded warrants that the intellectual property rights of third parties (e.g. copyright, trademark, or patent) will not be violated by the Seller's or the Owner's use of any equipment, process or service provided in response to the RFP. SECTION 4 SCOPE OF WORK The Seller shall provide the services to the Owner in accordance with the requirements as provided in this Scope of Work (SoW) and shall indicate its compliance with each of the requirements in Exhibit A – Point by Point Response. Pricing to perform this SoW shall be entered into Exhibit B – Proposal Materials and Pricing. All planning and tasks required by this section shall begin upon award of a contract to the Seller. The Proposed Solution must include professional services to fully commission the network including, but not limited to: Pre-installation Planning (Onsite) Review readiness of sites for equipment installation and power Make arrangements for site access Evaluate rack elevations Evaluate power, distribution, and receptacle types Evaluate fiber distribution panel locations and connector profiles Identify required fiber strands/ports Verify schedule for IP transit services, ASN, IPv4/IPv6 addressing Develop a list of installation materials and procurement plan Fiber and copper jumper cables Equipment power wiring, fusing, and grounding components Equipment mounting hardware Determine sourcing for procurement Assist WF in creating BoM for procurement of installation materials High Level Configuration Design – (Remote) Conduct interactive design sessions with WF and their service providers Define OTT video and VoIP integration requirements Define WF subscriber services and QoS requirements Define requirements for SR-MPLS and VRF architecture Define requirements for L2/L3 services and BNG architecture Define IPv4/v6 subnets, numbering plans, and address assignments Define requirements for CG-NAT IP pools, oversubscription, and services Define subscriber service profiles for access network Define BGP configuration requirements Define business network and OSS requirements Create high level design using inputs from interactive network design session Validate and finalize high level design with WF Equipment Installation and Configuration Loads – (Onsite) Rack/Stack/Power equipment Install fiber jumpers and cabling as required by the low-level design Coordinate with IP transit providers to configure BGP and advertise networks Coordinate with CFU to install local servers and integrate OTT video service Coordinate with iMon to integrate VoIP service Develop low level configurations and documentation Install latest stable release software Create and load individual device configurations Validate and test low-level design and device configurations Install out-of-band management and telemetry systems Acceptance Testing Plan (ATP) – (Onsite) Deploy local speed test server on business network VM Verify performance of network relative to the low-level design Simulate component and link failures to ensure proper operation of hardware and software redundancy mechanisms Verify operations of all L2/L3/services failover and high availability functionality Configure and test IP transit service failover and verify BGP route updates Perform end-to-end testing to validate network performance through gateways Verify performance of subscriber CPE and services Test Internet service Test video service Test VoIP service Specific acceptance tests to be developed cooperatively by WF and Seller Training – (Onsite and/or Remote) Basic network training on: hardware configuration as-built MPLS L2/L3 configuration IP pool management CG-NAT configuration DDoS management high-level troubleshooting techniques in-band and out-of-band management access Basic subscriber and service training on: creation and modification of subscribers creation and modification of service packages management of subscriber gateways high-level subscriber and CPE troubleshooting static IP address assignment Business network training on: firewall management overview of business network software DDI configuration and management network and service performance monitoring Documentation – (Deliverables) Cable, panel, and equipment labeling Provide comprehensive documentation (format to be determined) Rack elevations Power, fiber, copper cross-connects Detailed L2 and L3 network diagrams Shelf level diagrams IP address and subnet assignments Subscriber IP address pools for DHCP Electronic backups of all element configurations on portable media For purposes of this proposal, tasks marked “Onsite” should include travel in the professional services pricing. Owner reserves the right to coordinate with the Seller to modify the services and their delivery to reduce their overall cost. SECTION 5 SPECIFICATIONS Overview The Proposed Solution must include all the equipment, software, and services necessary for the Seller to provide to the Owner a turnkey, tested, operational-ready network complete with documentation and staff training. The successful Seller shall provide the goods and services to the Owner in accordance with the specifications as provided in this RFP. Proposals must identify any deviations from the specifications of this RFP or specifications the Seller cannot satisfy. If the Seller deviates from or cannot satisfy the specification(s) of this RFP, the Owner may reject the Proposal. The Owner desires to benefit from the shared operational infrastructure and technical expertise that exists within the CFU 28E partner networks. Exhibit B – Proposal Materials and Pricing, tab Compatibility contains a list of components deployed by several CFU 28E partner networks that will facilitate shared hardware interoperability and operational support. The Seller shall mark Y for each item that contains a compatible component in the Proposed Solution and N for each item that does not on the tab in Exhibit B. The Seller shall be solely responsible for validating the Proposed Solution is sufficiently configured with the components and capacity required to serve the subscriber growth and service mix described in this RFP. Furthermore, while the Owner understands the provisioned bandwidth of the access network may be oversubscribed in relation to the total bandwidth of the access uplinks and IP service edge; the Seller shall be responsible for engineering all link capacities and hardware configurations to ensure acceptable service performance and subscriber experience on the WF network. Architecture The WF network will pass approximately 26,367 premises with an XGS-PON centrally split distribution system connecting three access points of presence (PoP) to a central data center for access to IP-based services. The physical outside plant (OSP) architecture consists of multi-count single mode fiber rings connecting the data center, its collocated access POP, and two remote access PoPs to optical distribution networks (ODN) serving subscriber premises. The ODNs contain multiple convergence cabinets housing splitters in a 1:64 configuration. All prefabricated shelters contain a -48v DC power system, 7’ x 19” equipment racks, HVAC, cable ladder, and fiber distribution panels (FDPs) with SC/APC connector profiles. The logical network architecture will consist of SR-MPLS core/aggregation routers connecting XGS-PON optical line terminals (OLTs) in the 3 access PoPs to a multi-homed IP edge for access to Internet, VoIP, and over-the-top (OTT) unicast video services. Subscriber services will be terminated and provisioned on distributed broadband network gateways (BNG) within each access POP and delivered to the customer premise through residential gateways (RGs) connected to optical network units (ONUs). A secured business network will provide virtual compute/storage resources to host applications for service provisioning, DDI, DDoS mitigation, network monitoring, and alarm/logging services. All network links, protocols, and services shall be configured for redundant fault-tolerant operations in the event of an individual link or component failure. WF will collocate one 1/10/25/40/100GE capable switch in the South Front Networks (SFN) Waterloo data center for protected transport interconnection of wholesale IP transit over a 100GE link. The interconnection will be configured using appropriate L2/L3 protocols for protected transport of all wholesale services. WF will collocate two 1/10/25/40/100GE capable switches in the CFU data center for protected transport interconnection of wholesale IP transit, video, and VoIP services over diversely routed 100GE links. The interconnection will be configured using appropriate L2/L3 protocols for protected transport of all wholesale services. IP transit service will be configured on multi-homed BGP interfaces. IP transit service will be configured on multi-homed BGP interfaces. WF will procure a public ASN and IPv6 block from ARIN, and a routable IPv4 block from the open market. The ASN, IPv4/IPv6 blocks, and IP transit services will be procured separately by the Owner and made available to the Seller for the network implementation. Video service will be delivered by CFU through the CFU interconnect to local caching servers in the Owner’s primary data center and distributed as both HD and 4K unicast adaptive bit rate (OTT) streams to WF-provided set-top boxes, commercially available streaming devices, and mobile apps at the subscriber premise. CFU will perform onboarding of the wholesale service and will coordinate with the Seller to install the local caching servers and integrate the service into the Proposed Solution. The Seller shall be responsible for engineering the Proposed Solution with appropriate capacity and performance to support the video transport and distribution service. VoIP service will be provided by iMon through the CFU interconnect to ONU POTS ports, PRI interfaces, and IP phones. iMon will perform onboarding of the wholesale service and will coordinate with the Seller to integrate the service into the Proposed Solution. The Seller shall be responsible for engineering the Proposed Solution with appropriate capacity and performance to support the VoIP transport and distribution service. The estimated total subscriber and service mix for design of the Proposed Solution is shown below: Service Subscribers  <= 2Gb res/bus data 10,935  > 2Gb res/bus data 760  ABR Video (HD and 4K) 5,571  Voice (G.711/G.729) 4,765   IP Service Edge The IP service edge shall be configured to support the link types, capacities, and configurations shown in Attachment A and the additional specifications in this section. The IP service edge will be configured as an autonomous system (AS) with multi-homed BGP advertising both IPv4 and IPv6 routes. The WF network will be configured as dual-stack IPv4/IPv6 to simultaneously support IPv4 and IPv6 services. The IP service edge shall include functionality for CALEA IP session intercept and reporting by WF staff when required by law enforcement. The edge routers shall have a non-blocking full-duplex minimum throughput of >= 800Gbps and a minimum of 24x SFP+, 16x SFP28, 6x QSFP28, and 2x QSFP-DD ports. The routers shall be configured with redundant DC power supplies, route processors, and fans. Carrier grade network address translation (CG-NAT) will be used for mapping private subscriber IPv4 sessions to public address pools using an oversubscription configuration engineered by the Seller. The CG-NAT solution will be provided as a separate appliance in a high-availability configuration. Security of the network will be accomplished using access control lists (ACL’s) for the network elements and a distributed denial of service (DDoS) solution to detect and mitigate volumetric, TCP-state exhaustion, and application layer attacks. Core/Aggregation Network The core/aggregation network shall be configured to support the link types, capacities, and configurations shown in Attachment A and the additional specifications in this section. The equipment shall consist of a pair of aggregation routers connecting WF’s three access POPs, the IP edge, the business network, and the video content servers. The routers shall have a total system throughput of >= 2.4Tbps and shall include a minimum integrated port capacity of 48x 1/10/25Gb and 8x 100Gb. Each router shall be configured with redundant DC power supplies, route processors, and fans. The software shall include support for SR-MPLS connectivity to the edge routers, a minimum of 8 VRF’s for L3 service differentiation, and EVPN for active-active link protection and E-LINE/E-LAN support. The routers shall connect the three access PoPs on diversely routed 100 Gbps links in a multi-chassis active-active EVPN configuration terminating one set of links on each router. The core/aggregation network will be protected by access control lists. The Seller shall provide a summary of their Proposed Solution for this section and indicate its compliance with each of the requirements in Exhibit A – Point by Point Response. Access Network The access network shall be configured to support the link types, capacities, and configurations shown in Attachment A and the additional specifications in this section. The access network will connect subscriber ONU devices to OLT equipment supporting layer 3 routing, BNG functionality, and ITU G.984 GPON, G.9807.1 XGS-GPON, G.989 NG-PON2, and MEF-compliant Ethernet services. Subscribers and services shall be terminated and managed on a BNG within each OLT that provides DHCP services, subscriber authorization, and service configuration. The Proposed Solution shall support 32 XGS-PON ports per line card using high density SFP-DD optics and provide simultaneous Multi-PON Module (MPM) optic support for coexistence of GPON and XGS-PON services. The Proposed Solution shall support 10GE, 40GE, and 100GE uplink ports, and shall be configured with a minimum of 2 x 100GE uplinks. The Proposed Solution shall include distributed BNG functionality within each OLT for integrated subscriber and service management and shall have generally available support for NG-PON2 services to accommodate future service expansion. The OLTs shall be configured with sufficient XGS-PON ports and uplink capacity to support the following estimated subscriber counts and data service mix: Access PoP Subs PONs (1:64) <= 2Gb data > 2Gb data Video  Fire Station 6 5,192 82 4,673 415 2,744  Fletcher 2,883 46 2,595 231 1,518  Linden Tower 2,474 39 2,227 198 1,309   Content and Subscriber Services Data, video, and VoIP subscriber services shall be differentiated, secured, and managed using MPLS VRF and EVPN services in addition to L2/L3 VLAN and routing protocols. Subscriber service packages shall be configured for provisioning by templates through both a manufacture-supported GUI interface and through an API to a flow-through billing and operational support system (B/OSS). The network shall be configured to support VRF’s for network services as follows: Public IP edge Private CG-NAT OTT video service VoIP service Management network Global routes Additional VRF’s may be defined during the Seller’s high level design engagement with the Owner. IP transit service will be configured on multi-homed BGP interfaces. WF will procure a public ASN and IPv6 block from ARIN, and a routable IPv4 block from the open market. The ASN, IPv4/IPv6 blocks, and IP transit services will be procured separately by the Owner and made available to the Seller for the network implementation. Wholesale adaptive bit rate (OTT) video service will be supplied by CFU as represented in Attachment B - Video Service Architecture through an interconnection with their Minerva Networks video headend in the CFU data center. The Seller shall be responsible for ensuring the Proposed Solution is configured with the appropriate components for connection to the CFU network and engineered to the performance requirements necessary for support of the projected WF video subscribers. CFU requires three (3) Ateme content distribution servers to be installed in the WF data center for implementation of the video service. WF will procure these separately for the Seller to install, connect, and power as part of the Proposed Solution. CFU will perform all technical configuration of the local servers and video service. The Seller shall be responsible for creating the video VRF and access profiles required to provision video service for WF subscribers and performing the video ATP for Project Completion. CFU will support the Seller in these tasks, and the WF projected subscriber growth is provided for use in development of the Proposed Solution. Wholesale VoIP service will be supplied by iMon as represented in Attachment C - VoIP Service Architecture through an interconnection with their session border controller (SBC) in the CFU data center. The Seller shall be responsible for ensuring the Proposed Solution is configured with the appropriate components for connection to the iMon network and engineered to the performance requirements necessary for support of the projected WF voice subscribers. The Seller shall be responsible for creating the VoIP VRF and access profiles required to provision voice service for WF subscribers and performing the voice ATP for Project Completion. iMon will support the Seller in these tasks, and the WF projected subscriber growth is provided for use in development of the Proposed Solution. Business Network The business network shall be configured with the components, capacities, and link types shown in Attachment A and the additional specifications in this section. The network will consist of a pair of switches containing 1/10/25/40/100GE interfaces connecting the local CFU video servers and the virtualized compute/storage servers containing the OSS applications for element provisioning, DHCP, DNS, and network management. The network will be protected by a pair of firewalls in a high-availability configuration to allow granular control of IP host access, application protocols, and data flows. The firewall will provide remote virtual private network (VPN) access for WF personnel, with client software supported by all major PC and mobile operating systems. The business network will require software to perform syslog collection, SNMP alarm/performance monitoring, and contact telemetry for certain data center systems. The Proposed Solution shall include a secure out-of-band (OOB) network management solution with an IP-based telemetry system supporting serial console access and alarm monitoring. The proposed business network equipment must be AC powered and the Seller shall include a UPS sized sufficiently to bridge the generator start-up period during a power outage. Both 120v 5-15R and 240v L6-30R receptacles are available for UPS and equipment power. Optical Network Unit/Residential Gateway Equipment The Proposed Solution shall include separate indoor XGS-PON Optical Network Units (ONU) and 802.1ax Wi-Fi 6 compliant residential gateways (RG). The proposed ONU manufacturer shall support XGS-PON with options for both 2.5Gbps and 10 Gbps service delivery to the subscriber. The proposed gateway manufacturer shall support options for 1GE, 2.5GE, and 10GE WAN interfaces. Subscriber/service provisioning and gateway management shall be provided through a user-friendly web-based interface. The Proposed Solution shall include ONUs supporting options for 2.5GE and 10GE LAN interfaces with a single analog POTS port. The Proposed Solutions shall include IEEE 80211ax Wi-Fi 6 compliant gateways supporting options for 1GE and 2.5GE WAN interfaces, 2.4GHz/5GHz MIMO Wi-Fi, and dual band mesh extenders to increase Wi-Fi coverage. Subscriber provisioning and gateway management shall be provided through a user-friendly web-based interface. All subscriber-based license pricing and ONU/RG shipping forecasts shall be based on the following estimated subscriber growth: Total Connections <= 2Gb 2Gb  FY 23/24 418 36  FY 24/25 1,350 117  FY 25/26 2,954 257   Warranty, Maintenance, and Technical Support For all critical non-CPE components, WF shall require 24x7x365 next business day (NBD) hardware maintenance, access to technical support center services, and software updates for patches and feature releases. Maintenance and support services shall be quoted for a 3-year term. Seller shall include spare components for all critical equipment, a complete spare OLT chassis, and one manufacturer-branded spare for each type of transceiver in the Proposed Solution. SECTION 6 EVALUATION AND SELECTION 6.1 Introduction This section describes the evaluation process that will be used to determine which Proposal(s) provides the greatest benefit to the Owner. Owner will not necessarily award the Contract to the Seller offering the lowest cost to the Owner. Instead, the Owner will award to the Seller whose Qualified Proposal the Owner believes will provide the best value to the Owner. Evaluation Committee The Owner will conduct a comprehensive, fair, and impartial evaluation of Proposals received in response to this RFP. The Owner will use an evaluation committee to review and evaluate the Technical Proposals. The evaluation committee will recommend an award based on the results of their evaluation to the Owner or to such other person or entity who must approve the recommendation. Proposal Evaluation and Scoring The evaluation of the proposals and any requested oral presentations will be based on the following criteria:  1. Overall Price (lowest cost / proposal cost) 0-30 points  2. Exhibit A - Point by Point Response Compliance Score (Y=1; P=0.5; N=0 sum of all items / total items) 0-30 points  3. Section 1 response thoroughness (-1 point for each unfulfilled requirement) 0-10 points  4. Section 3 response thoroughness (-1 point for each unfulfilled requirement) 0-10 points  5. Seller committed to November 1, 2023 deployment of friendly test customers (-2 point for each week beyond target date) 0-20 points  TOTAL POINTS AWARDED 0-100 points   SECTION 7 CONTRACT TERMS AND CONDITIONS 7.1 Contract Terms and Conditions The Contract that the Owner expects to award as a result of this RFP shall comprise all or the specifications, terms and conditions of the RFP, written clarifications or changes made by the Owner to the RFP through an amendment to the RFP in accordance with the provisions of the RFP, the General Terms and Conditions, the offer of the successful Seller contained in its Proposal, and any other terms deemed necessary by the Owner. No objection or amendment by a Seller to the provisions or terms and conditions of the RFP or the General Terms and Conditions shall be incorporated into the Contract unless Owner has explicitly accepted the Seller’s objection or amendment in writing. The Owner reserves the right to either award a Contract(s) without further negotiation with the successful Seller or to negotiate Contract terms with the successful Seller if the best interests of the Owner would be served. Contract Length The term of the Contract will be for three (3) years. The Owner shall have the sole option to renew the Contract upon the same or more favorable terms and conditions. Insurance The Contract will require the successful Seller to maintain insurance coverage(s) in the minimum amounts set forth below, unless otherwise required by the Owner. Type of Insurance Limit Amount  General Liability (including contractual liability) written on an occurrence basis General Aggregate Products – Comp/Op Aggregate Personal injury Each Occurrence $2 million $1 Million $1 Million $1 Million  Automobile Liability (including contractual liability) written on an occurrence basis Combined single limit $1 Million  Excess Liability, Umbrella Form Each Occurrence Aggregate $1 Million $1 Million  Errors and Omissions Insurance Each Occurrence $1 Million  Property Damage Each Occurrence Aggregate $1 Million $1 Million  Workers Compensation and Employer Liability As Required by Iowa law A required by Iowa law   Acceptance of the insurance certificates by the Owner shall not act to relieve Seller of any obligation under this Contract.  It shall be the responsibility of Seller to keep the respective insurance policies and coverages current and in force during the life of this Contract.  Seller shall be responsible for all premiums, deductibles and for any inadequacy, absence or limitation of coverage, and the Seller shall have no claim or other recourse against the Owner for any costs or loss attributable to any of the foregoing, all of which shall be borne solely by the Seller.  Notwithstanding any other provision of this Contract, Seller shall be fully responsible and liable for meeting and fulfilling all of its obligations under this section of the Contract. 7.4 Termination and Adjustment A. If Seller fails to fulfill its obligations under this Contract, the Owner may terminate this Contract after giving the Seller ten days written notice to cure such failure. The ten day cure period will begin on the date shown on the written notification from the Owner. If within the 10 day period Seller fails to cure to the reasonable satisfaction of the Owner, then the Owner may give notice that it is terminating this Contract and Seller shall cease all activity associated with this Contract at such time as the notification is received. The Owner has the right to set off the cost of procuring another contractor to perform or complete the Scope of Work in the event Seller fails to perform the Work satisfactorily. B. At any time prior to completion of the Work, the Owner may, in its sole discretion, terminate the contract by providing the Seller written notice of its intention to terminate. Unless the notification provides otherwise, Seller shall cease all activity associated with this Contract at the time the notification is received. If the termination is without fault of the Seller, the Owner shall pay for Work satisfactorily performed to the date of termination and reimburse Seller for unrecoverable expenses Seller incurred prior to receiving the notification. Indemnification Requirements For purposes of this section 7.5, the term “Owner” means the City of Waterloo and its elected and appointed officials, agents, employees, volunteers, and others working on its behalf. To the fullest extent permitted by law, Seller agrees to defend, pay on behalf of, indemnify, and hold harmless the Owner against any and all claims, demands, suits, damages or losses, together with any and all outlay and expense connected therewith including, but not limited to, attorneys’ fees and court costs that may be asserted or claimed against, recovered from or suffered by the Owner by reason of any injury or loss including, but not limited to, personal injury, bodily injury including death, property damage, including loss of use thereof, and economic damages that arise out of or are in any way connected or associated with Seller’s work or services under this Contract, including that of its officers, agents, employees, subcontractors and others under the control of Seller, except to the extent caused by or resulting from the sole negligence of the Owner. Seller’s obligation to indemnify the Owner contained in this Contract is not limited by the amount or type of damages, compensation or benefits payable under any workers’ compensation acts, disability benefit acts, or other employee benefits acts. The Owner shall not be liable or in any way responsible for any injury, damage, liability, claim, loss or expense incurred by Seller arising out of or in any way connected or associated with Seller’s work or services under this Contract, including that of its officers, agents, employees, subcontractors and others under control of Seller, except to the extent caused by or resulting from the sole negligence of the Owner. Seller expressly assumes responsibility for any and all damage caused to Owner property arising out of or in any way connected or associated with Seller’s work or services under this Contract, including its officers, agents, employees, subcontractors and others under the control of Seller. 7.6 Ownership of Documents The Seller agrees that the Owner is the sole and exclusive owner of all designs, design plans, images, drawings, models, survey notes, reports, specifications, studies, records and other data and documents, in whatever form, prepared under this Contract (the "Design Documents"). The Seller hereby irrevocably assigns, transfers and conveys to the Owner all right, title and interest in and to the Design Documents and all intellectual property rights and proprietary rights arising out of the Design Documents, including copyrights, patents, trademarks, and derivative works and interests. The Seller warrants to the Owner that the Design Documents will be free from any claims or encumbrances of intellectual property or proprietary rights of the Seller and any third party, including any employee, agent, contractor, sub-Contractor, subcontractor, subsidiary or affiliate of Seller. Upon completion or termination of this Contract, the Seller shall immediately turn over to the Owner all Design Documents not previously delivered to the Owner. To the extent any of the Seller's rights in the Design Documents are not subject to assignment or transfer, including any moral rights and any rights of attribution and integrity, the Seller hereby irrevocably and unconditionally waives such rights, and the enforcement of them, and agrees not to challenge the Owner's rights in and to the Design Documents.