11-11. Draft Contract -.docx

CONTRACT

Between the City of Tallahassee ("City”) and (insert Contractor’s name) ("Contractor")

CONTRACT NO. 5XXX

SUBJECT OF CONTRACT: Purchase of Sulfuric Acid

CONTRACT AMOUNT:

|_| Exact Amount: $ ___ |_| Not To Exceed (NTE):

|_| Commodity based upon Line-Item Price |_| Exact Amount: $ _______________ (Subject to allowed adjustments as specified elsewhere in the contract.)

|_| Estimate Only (EST):

LINE ITEMS AWARDED: |X| All |_| Item(s): ______________

CONTRACT TERM:

The performance period ("Term") of this contract for Purchase of Sulfuric Acid (the “Contract”) will be as follows: The basic Contract Term is _Three years.

The term of the Contract shall begin on the Contract Execution Date as evidenced by signature of the parties in the Contract Execution section below.

CONTACT PERSONNEL

Contract Administrator: Ron.Mayo Telephone Number: 850-264-9407 Email: Ron.Mayo@talgov.com Technical Representative : Marc Phelps Telephone Number: 850-891-6804 Email: Marc.Phelps@talgov.com

FOR CITY OF TALLAHASSEE INTERNAL USE ONLY

Type of Contract (Check One) |X| Firm Fixed Price |_| Fixed Price w/Economic Price Adjustment Type of Quantity Delivery (Check One) |_| Definite Quantity |X| Indefinite Quantity |_| Requirements Item Type |X| Commodities |_| Services

Type of Contract Award (Check One) |X| Single Award |_| Multiple Award

Approval Level: |X| ACM |_| Commission Approval Date: TBD

REV: 1/2023 kh

TABLE OF CONTENTS

The Contract incorporates the following documents and sections in full text, unless stated elsewhere in the Contract as incorporated by reference.

CERTIFICATION OF CONTRACTOR

I, the undersigned representative of the Contractor, hereby certify and represent as follows --

1. That I am duly authorized by the Contractor to execute the Contract binding the Contractor to the City; and

2. That the Contractor will satisfactorily perform all work under that Contract in strict accordance with its terms and conditions.

CONTRACT EXECUTION

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their duly authorized representatives below.

City of Tallahassee

By:__________________________________ (Signature)

Veronica McCrackin Director for Procurement Services Contractor: (Contractor’s Name)

By:________________________________ (Signature)

(Print/Type Name, Title, and Date)

Attest

By:___________________________________ (Signature)

James O. Cooke, IV City Treasurer-Clerk

Execution Date

Approved As To Form:

By:_________________________________ (Signature)

Edith McKay Assistant City Attorney

SECTION 1 - PRICE SCHEDULE

CONTRACTOR NAME: _ ___________________________

1.1 THE CONTRACTOR AGREES --

To furnish the supplies and/or services, awarded in whole or in part by the City, at the price set for each item offered by the Contractor, in accordance with the terms and conditions of the Contract.

1.2 PRICE RELATED FACTORS

1. The Contractor’s cost shall be inclusive of all labor, supervision, materials, supplies, equipment, tools, travel transportation, handling, assessments, all other taxes, expenses, and fees of any kind.

All work, including without limitation testing and reporting, shall be completed on a per relay basis with costs not to exceed the total amount provided in section 1.3, below.

2. Delivery shall be "F.O.B. Destination". Unless freight/handling fees are listed below as a separate line item, the price set for each item shall include all freight/handling fees.

3. The Contractor is not exempt from the Florida Sales Tax on materials or services.

1.3 CONTRACTOR PRICES

(THE DEPARTMENT WILL INSERT PRICE SHEET FROM THE BID)

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

SECTION 2 – CONTRACTOR’S CONTACT INFORMATION

OFFICIAL COMPANY INFORMATION AS REGISTERED (Type/Print)

COMPANY NAME:

MAIL ADDRESS:

TELEPHONE NO:

(Toll-Free Preferred)

EMAIL ADDRESS:

WEBSITE URL:

(City) (State) (Zip Code+4)

VOICE: , EXTENSION:

OTHER: ; FAX:

COMPANY CONTACT FOR CONTRACT MANAGEMENT (Type/Print)

PERSON NAME:

TELEPHONE NO:

(Toll-Free Preferred)

EMAIL ADDRESS:

PAYMENT REMITTANCE ADDRESS (Type/Print) (if same as 2.8, enter “SAME 2.8”)

NAME:

MAIL ADDRESS:

TELEPHONE NO:

(Toll-Free Preferred)

EMAIL ADDRESS:

(City) (State) (Zip Code+4)

CONTACT FOR INVOICE INQUIRIES

NAME:

TELEPHONE NO:

(Toll-Free Preferred)

EMAIL ADDRESS:

WHERE TO SEND PURCHASE ORDER (IF APPLICABLE)

COMPANY NAME:

MAIL ADDRESS:

(City) (State) (Zip Code+4)

SECTION 3 – STATEMENT OF WORK/SPECIFICATIONS

3.1 INTENT

The City of Tallahassee Underground Utilities and Public Infrastructure is soliciting bids for the furnishing, delivery and pumping of bulk liquid aluminum sulfate.

Any estimated quantities stated are provided only as a guideline for bid preparation and shall not guarantee the quantity that will be ordered. The City reserves the right to increase or decrease the number of items purchased.

3.2 SPECIFICATIONS

Bidders are responsible for familiarizing themselves with the specifications of the products to be delivered and/or the work to be performed under this Bid. Bidders should inspect any equipment and/or locations prior to submitting a bid in order to be fully aware of the scope of services required. Failure to inspect the various sites will not relieve the successful Bidder from performing in accordance with the intent and meaning of the specifications at the awarded prices.

3.2. REQUIREMENTS

a. Liquid Alum: Aluminum Sulfate Solution AL2(SO4)3 equivalent to AL2O3, 8.3%

b. Price bid shall be on a per dry ton basis and shall represent the complete cost, including delivery.

c. This is a requirements contract for the supplies or services specified and effective for the stated Term. The quantities of supplies or services specified are estimates only. Except as this contract may otherwise provide, if the City’s requirements do not result in placement of orders in the quantities described as "estimated'' or "maximum", that fact shall not constitute the basis for an equitable price adjustment.

d. Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations and Requirements clause or elsewhere in this contract, the Contractor shall furnish to the City all supplies or services specified in the contract and called for by orders issued in accordance with the Ordering clause. The City may issue orders requiring delivery to multiple destinations or performance at multiple locations.

e. Except as this contract otherwise provides, the City shall order from the Contractor all the supplies or services described in the Price Schedule that are required to be purchased by the City department(s) or division(s) specified in the contract.

f. The City is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

g. If the City requires delivery of any quantity of an item before the earliest date that delivery must be made under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the City may acquire the urgently required goods or services from another source.

h. Any order issued during the Term of this contract and not completed prior to the end of such Term shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and City’s rights and obligations with respect to that order to the same extent as if the order were completed during the Term.

i. Any items to be furnished under this contract shall be ordered by issuance of purchase orders by City departments or activities, as specified in the contract. Such purchase orders may be issued at any time during the Term of this contract.

j. All orders are subject to the terms and conditions of this contract. In case of a conflict between an order and this contract, the contract shall control.

k. Orders may be issued orally, by facsimile, by electronic commerce methods.

3.4 ORDER LIMITATIONS

With regard to orders placed against this contract --

a. there is NO minimum monetary limit on single orders;

b. there is NO minimum or maximum limit on the total orders that can be placed against this contract.

3.5 MATERIAL SAFETY DATA

a. The contractor shall submit a Material Safety Data Sheet, in accordance with the requirements of 29 CFR 1910.1200(g) for all hazardous material identified and listed in the contractor's bid. Data shall be submitted whether or not the contractor is the actual manufacturer of these items. Failure to submit the Material Safety Data Sheet before the use of any hazardous material shall result in termination of the contract with the contractor for default.

b. The list of hazardous material in effect at commencement of this contract must be updated during performance of the contract whenever the Contractor determines that any hazardous material not previously listed is to be delivered under this contract.

c. During performance of the contract, if there is a change in the composition of the item(s) which renders incomplete or inaccurate the data previously submitted, the Contractor shall promptly notify the Contract Administrator and submit complete and accurate data.

d. Neither the requirements of this clause nor any act or failure to act by the City shall relieve the Contractor of any responsibility or liability for the safety of City, Contractor, or subcontractor personnel or property.

e. Nothing contained in this clause shall relieve the Contractor from complying with applicable Federal, State, and local laws, codes, ordinances and regulations (including the obtaining of licenses and permits) regarding hazardous materials.

f. The City’s rights in data furnished under this contract with respect to hazardous material are as follows:

(1) To use, duplicate and disclose any data to which this clause is applicable. The purposes of this right are to--

(i) Apprise personnel of the hazards to which they may be exposed in using, handling, packaging, transporting, or disposing of hazardous materials;

(ii) Obtain medical treatment for those affected by the material; and

(iii) Have others use, duplicate, and disclose the data for the City for these purposes.

(2) To use, duplicate, and disclose data furnished under this clause, in accordance with subparagraph (h)(1) of this clause, in precedence over any other clause of this contract providing for rights in data.

(3) The City is not precluded from using similar or identical data acquired from other sources.

3.6 PREPARATION AND DELIVERY

a. Delivery Requirements:

(1) Standard Delivery - shall be made on an on-call basis from blanket order releases off existing purchase order between 7:00 AM and 2 PM, Monday through Friday as notified by a COT representative in approximately 11-13 ton quantities for each delivery. Company shall guarantee a delivery within three (3) business days of product request. Drivers will be required to contact City representative 24 hours prior to delivery to assure City staff attendance at product transfer. For delivery locations 1, 2, and 3, contact (850) 661-0543. For delivery location 4, contact (850) 891-1023.

(2) Delivery shall include standard product bulletin and material safety data sheet.

(3) All deliveries shall be completed to the satisfaction of the City. Drivers shall not make connections nor initiate offloading procedures until authorized to do so by the City Representative.

b. Delivery Locations:

The City of Tallahassee Underground Utilities requires delivery and pumping of bulk liquid aluminum sulfate into the following locations:

Delivery Locations:

1. Alum Storage Tank

Fred Drake / Lake Ella Park South Lake Ella Drive Tallahassee, Florida

2. Alum Storage Tank

Capital Cascade Park Suwannee Street Tallahassee, Florida

3. Alum Storage Tank

Upper Lake Lafayette Nutrient Reduction Facility (ULL-NRF) Eliza Road Tallahassee, Florida

4. Alum Storage Tank

Thomas P Smith Water Reclamation Facility (TPS) 4505-B Springhill Rd Tallahassee, Florida

3.7 CONTRACTOR RESPONSIBILITIES

a. Provide all unloading equipment, e.g., hose, hose adaptors, valves or other appurtenances necessary to delivery material into the storage tank.

b. Provide a Certificate of Conformance to assure quality, that shall accompany each shipment and include a report of analysis for the amount of aluminum sulfate in each shipment.

c. Responsible for following industry safety standards and applicable codes during delivery procedures.

d. Shall, at all times, keep the delivery site free from accumulation of waste, spillage or other debris caused by the Contractor’s employees or by delivery and discharge of product.

e. Shall maintain protection of the City’s property and adjoining property from damage or loss arising in connection with the execution of this contract.

f. Adhere to all State of Florida DOT and any other appropriate state or Federal transport and environmental requirements.

3.8 CONTRACTOR INSPECTION REQUIREMENTS

The Contractor is responsible for performing or having performed all inspections and tests necessary to substantiate that the supplies, material, equipment, or services furnished under this contract conform to contract requirements, including any applicable technical requirements for specified manufacturers' parts. Performance of inspection or testing by the City shall not relieve the Contractor of this responsibility nor waive any rights of the City to reject or otherwise obtain relief in relation to non-conforming supplies, material, equipment, or services.

3.9 DELIVERY OF EXCESS QUANTITIES

The Contractor is responsible for the delivery of each item quantity within allowable variations, if any. If the Contractor delivers and the City receives quantities of any item in excess of the quantity called for (after considering any allowable variation in quantity), such excess quantities will be treated as being delivered for the convenience of the Contractor. Quantities in excess will, at the option of the City, either be rejected and returned at the Contractor's expense or retained and paid for by the City at the contract unit price.

3.9 FOB DESTINATION

a. The term "f.o.b. destination," as used in this clause, means--

(1) Free of expense to the City, on board the carrier's conveyance, at a specified delivery point where the consignee's facility (plant, warehouse, store, lot, or other location to which shipment can be made) is located; and

(2) Supplies shall be delivered to the destination warehouse unloading platform, or receiving dock, at the expense of the Contractor. The City shall not be liable for any delivery, storage, demurrage, accessorial, or other charges involved before the actual delivery (or "constructive placement" as defined in carrier tariffs) of the supplies to the destination, unless such charges are caused by an act or order of the City acting in its contractual capacity. If rail carrier is used, supplies shall be delivered to the specified unloading platform of the consignee. If motor carrier (including "piggyback") is used, supplies shall be delivered to truck tailgate at the unloading platform of the consignee, except when the supplies delivered meet the requirements of Item 568 of the National Motor Freight Classification for "heavy or bulky freight." When supplies meeting the requirements of the referenced Item 568 are delivered, unloading (including movement to the tailgate) shall be performed by the consignee, with assistance from the truck driver, if requested. If the contractor uses rail carrier or freight forwarded for less than carload shipments, the contractor shall ensure that the carrier will furnish tailgate delivery, when required, if transfer to truck is required to complete delivery to consignee.

b. The Contractor shall--

(1) Pack and mark the shipment to comply with contract specifications; or in the absence of specifications, prepare the shipment in conformance with carrier requirements;

(2) Prepare and distribute commercial bills of lading;

(3) Deliver the shipment in good order and condition to the point of delivery specified in the contract;

(4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point specified in the contract;

(5) Furnish a delivery schedule and designate the mode of delivering carrier; and

(6) Pay and bear all charges to the specified point of delivery.

3.10 SUPERVISION

a. Alum Storage Tank – Lake Ella Park, ULL-NRF, Capital Cascade Park

(1) No Chemical deliveries may be offloaded without an operator present.

b. Alum Storage Tank - Thomas P Smith Water Reclamation Facility (Location 4):

(1) No Chemical deliveries may be offloaded without an operator present.

(2) Delivery driver must use Gate C and must speak with an operator at the Biosolids office prior to offloading. 850-891-1051 or 850-694-8082.

(3) Vendors may request a badge for plant access for a specific driver, after they have visited the facility a minimum of 6 times, in the same calendar year.

(4) Any badge given will be designated to a specific individual and not for shared company use.

The City expects to make awards to the two lowest cost, responsible, and responsive bidders. See the following attachments for greater detail on Bonfire

SECTION 4 – CONTRACT MANAGEMENT

4.1 CITY REPRESENTATIVES

A. CONTRACT ADMINISTRATOR

The City’s Contract Administrator is responsible for acting on behalf of the Manager of Procurement Services Office (PSO), as delegated. The Contract Administrator’s Contract duties include, but are not limited to, the following:

a. Acting as the liaison between the City and the Contractor

b. Maintaining Contract files; processing Contract amendments, cancellations, and terminations

c. Resolving conflicts between the City and the Contractor when such conflicts cannot be resolved by the Technical Representative, interpreting, and enforcing Contract requirements

B. TECHNICAL REPRESENTATIVE(S)

The City’s Technical Representative’s duties include, but are not limited to, the following:

a. Serving as liaison between the PSO and the Contractor on technical issues

b. Placing orders against the Contract, if applicable

c. Conducting evaluations and reporting on the Contractor’s performance

d. Reviewing and recommending action on the Contractor payment requests

e. Alerting the Contract Administrator of developing and unresolved issues

4.2 CONTRACTOR’S CONTRACT MANAGER

The Contractor’s Contract Manager for the Contract is identified in section 2, Contractor’s Contact Information.

4.3 CHANGES TO CONTRACT MANAGERS AND REPRESENTATIVES

If there are changes in Contract administrators, managers, or representatives by either party during the term of the contract, notice of the new personnel’s name, address, telephone numbers, and any other contact information, will be promptly rendered in writing to the other Party. Such changes will be given to the City's Contract Administrator and the Contractor's Contract Manager.

SECTION 5 – GENERAL TERMS AND CONDITIONS

5.1 INSURANCE REQUIREMENTS

a. Prior to commencing work, the Contractor shall procure and maintain at the Contractor's own cost and expense throughout the Term of the Contract the following types and limits of insurance coverage in relation to the performance of work or provision of services hereunder by the Contractor, its agents, representatives, employees, or subcontractors:

(1) Commercial General/Umbrella Liability Insurance - $10,000,000 limit per occurrence for property damage and bodily injury. The insurance shall include coverage for the following:

· Premise/Operations

· Explosion, Collapse and Underground Property Damage Hazard (only when applicable to the project)

· Products/Completed Operations

· Contractual

· Independent Contractors

· Broad Form Property Damage

· Personal Injury

(2) Business Automobile/Umbrella Liability Insurance- $1,000,000 limit per accident for property damage and personal injury.

· Owned/Leased Autos

· Non-owned Autos

· Hired Autos

(3) Workers’ Compensation and Employers’/Umbrella Liability Insurance -- Workers’ Compensation coverage with benefits and monetary limits as set forth in Chapter 440, Florida Statutes. This policy shall include Employers’/Umbrella Liability coverage for $1,000,000 per accident. Workers’ Compensation coverage is required as a condition of performing work or services for the City whether or not the Contractor is otherwise required by law to provide such coverage.

b. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City of Tallahassee, members of its City Commission, boards, commissions and committees, officers, agents, employees, and volunteers (“City Insureds”); or the Contractor shall procure a bond guaranteeing payment of losses, related investigation, claim administration and defense expenses.

c. Other Insurance Provisions

The insurer shall agree to waive all rights of subrogation against the City Insureds for losses arising from activities and operations of the Contractor in the performance of services under the Contract.

d. Acceptability of Insurers Insurance is to be placed with Florida admitted insurers rated B+X or better by A.M. Best's rating service.

e. Verification of Coverage The Contractor is reminded that regardless of what the State of Florida requirements for insurance are (including the exemption for Workers Compensation Insurance), the insurance specified herein is the minimum requirement for the Contract. The Contractor shall furnish the City with certificates of insurance and with original endorsements providing evidence of coverage required by this Section. The certificates and endorsements for each policy must be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements must be submitted and approved by the City before work commences. Certificates of Insurance must be annotated with the Contract number.

f. Subcontractors The Contractor shall include each of its subcontractors as insured under the policies of insurance required herein.

5.2 PAYMENTS

a. Upon the submission of proper invoices in accordance with the Contract, the City will pay the Contractor, either by government credit card or purchase order, the prices stipulated in the Contract, less any deductions provided in the Contract.

b. It is the policy of the City to fully implement the provisions of the “Florida Prompt Payment Act". For more information, please refer to Chapter 218, Part VII, Florida Statutes. There will be no payment for services until the City verifies that the testing services provided, including without limitation, the Reports, are complete and in accordance with the Contract.

5.3 SUBMITTAL OF PROPER INVOICES

a. The Contractor shall submit an invoice at the end of every month [or other specified interval], in which services were rendered [or in which supplies were delivered] and accepted, by one of the following methods:

(1) E-mail (electronic PDF image of invoice): invoices@talgov.com.

(2) Mail: Accounts Payable, 300 S. Adams St., Mailbox A-28, Tallahassee, FL 32301-1731; or

(3) Hand Delivery: Accounts Payable, City Hall, 300 S. Adams St, Tallahassee, FL

b. Accounts Payable Contact Telephone: (850) 891-8280; Fax: (850) 891-8788

c. A proper invoice must include all the following:

(1) Name and address of the Contractor

(2) Invoice date

(3) Invoice number (the Contractor is encouraged to assign an identification number)

(4) Contract number, if applicable

(5) City's Purchase Order number, if applicable

(6) Contract line-item number, if applicable

(7) Descriptions, quantities, units of measure, unit prices, and extended price of each item

(8) Terms of any prompt payment discounts offered

(9) Name and address of official to whom payment is to be sent

(10) Federal Identification Number.

5.4 INDEPENDENT CONTRACTOR STATUS

The parties to the Contract are independent contractors, and none of the provisions of the Contract shall be interpreted or deemed to create any relationship between such parties other than that of independent contractors. Nothing contained in the Contract shall be construed to create a relationship of employer and employee, master and servant, principal, and agent, or coventurers between the City and the Contractor, between the City and any employee of the Contractor, or between the Contractor and any employee of the City. The City shall have no right to control or direct the details, manner, or means by which the Contractor performs the services or other requirements of the Contract except to require compliance with requirements and standards stated in the Contract. The Contractor, similarly, shall have no control over or management authority with respect to the City or its operations.

5.5 INDEMNIFICATION

a. The Contractor shall indemnify and hold harmless the City, and its officials, officers, and employees, from and against all claims for infringement of any United States Patent and all other claims, damages, losses, and expenses (including without limitation costs of defending the same and attorney's fees) arising out of or resulting from the performance of the work, furnishing of services, or furnishing of materials, goods, or equipment (including but not limited to claims regarding defects in materials, goods, or equipment) which is caused in whole or in part by any breach of contract, act, or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.

b. In any and all claims against the City, or any of its agents or employees by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation under this clause shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under any Workers’ Compensation Act, Disability Benefit Act, or other Employee Benefit Act.

c. This Contract does not constitute a waiver of the City’s sovereign immunity or consent to suit by third parties. Any City’s liability under this Contract is intended to be consistent with limitations of Florida law, including without limitation the state's waiver of sovereign immunity pursuant to Section 768.28, Florida Statutes. No obligation imposed by this Contract shall be deemed to alter said waiver or to extend the liability of the City beyond such limits, nor shall any such obligation be deemed or construed as a waiver of any defense of sovereign immunity to which the City may be entitled. All obligations of the City shall be subject to appropriation of funds.

5.6 EVALUATION OF SERVICES--FIXED-PRICE

a. Definition: "Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

b. The Contractor shall provide and maintain a quality control program acceptable to the City covering the good and services under the Contract. If requested, complete records of all quality control work performed by the Contractor shall be maintained and made available to the City during Contract performance and for as long afterwards as the Contract requires.

c. The City has the right to evaluate all goods and services provided under the Contract, at all times and, to the extent practicable, at places of work during the term of the Contract. The City shall perform evaluations in a manner that will not unduly delay the work.

d. Evaluations conducted by the City shall be recorded on a standard City Vendor Performance Evaluation (VPE) form or another appropriate document. Completed VPE forms shall be processed as follows:

g. All completed VPE forms and other evaluation correspondence, shall become public record and may be used in evaluations for award of future contracts.

5.7 CHANGES--FIXED-PRICE

a. The Contract Administrator may at any time, by written order, and without notice to the sureties, if any, make changes to the Contract within the general scope of the Contract.

b. If any such change causes an increase or decrease in the cost of, or the time required for performance of, any part of the work under the Contract, whether changed by the order, the Contract Administrator shall make an equitable adjustment in the Contract price or the delivery schedule, or both, and shall modify the Contract.

c. The Contractor must assert its right to an adjustment under this clause within thirty (30) days from the date of receipt of the written order. However, if the Contract Administrator decides that the facts justify it, the Contract Administrator may receive and act upon a proposal submitted before final payment of the Contract.

d. If the Contractor's proposal includes the cost of property made obsolete or excess by the change, the Contract Administrator shall have the right to prescribe the manner of the disposition of the property.

e. Failure of the parties to mutually agree to any adjustment shall be resolved under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the Contract as changed.

If the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Contract, the Contractor shall immediately give notice, including all relevant information, to the Contract Administrator.

In the event the Contractor enters proceedings relating to bankruptcy, whether voluntary or involuntary, the Contractor agrees to furnish, by certified mail or electronic commerce method authorized by the Contract, written notification of the bankruptcy to the Contract Administrator. This notification shall be furnished within five (5) days of the initiation of the proceedings relating to bankruptcy filing. This notification shall include the date on which the bankruptcy petition was filed, the identity of the court in which the bankruptcy petition was filed, and a listing of City contract numbers for all City contracts against which final payment has not been made. This obligation remains in effect until final payment under the Contract has been made.

5.12 PROTECTION OF CITY BUILDINGS, EQUIPMENT, AND VEGETATION

The Contractor shall use reasonable care to avoid damaging existing buildings, equipment, and vegetation on City property. If the Contractor's failure to use reasonable care causes damage to any City property, the Contractor shall replace or repair the damage at no expense to the City, as the Contract Administrator directs. If the Contractor fails or refuses to make such repair or replacement in accordance with such directions, the City may make or contract for replacement or repair, and, in such event, the Contractor shall be liable to the City for all related costs, which may be deducted from the Contract price, and any amounts otherwise owed the Contractor, by the Procurement Services Office. Such failure by the Contractor shall also be deemed a default and shall constitute grounds for termination of the Contract, at the option of the City.

5.13.1 WARRANTIES OF SERVICES

a. Definitions.

"Acceptance," as used in this clause, means the act of an authorized representative of the City by which the City assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services, as partial or complete performance of the Contract.

"Correct or Correction," as used in the Contract, means the elimination of a defect.

5.13.2 WARRANTIES OF COMMODITIES

a. PRODUCT REQUIREMENTS/SPECIFICATIONS – Items furnished shall be standard products of the manufacturer or their suppliers and, shall be new, unused, clean, and free from any defects or features affecting appearance, serviceability, or the safety of the user in normal intended use, unless otherwise stated in the specifications. Any deviation from specifications indicated herein must be clearly pointed out; otherwise, it will be considered that items offered are in strict compliance with these specifications, and the Contractor will be held responsible for any nonconformity. Deviations must be explained in detail on separate attached sheet(s).

b. REPLACEMENT/RESTOCKING - A warranty is required on all items purchased against defective materials, workmanship, and failure to perform in accordance with required industry performance criteria and warranty, for a period of not less than ninety (90) days from the date of acceptance by the City. Delivery of substitute commodities requires prior written approval from the ordering location.

c. REPLACEMENT/RESTOCKING - Replacement of all materials found defective within the warranty period shall be made without cost to the City, including transportation if applicable. All fees associated with restocking cancelled orders shall be the responsibility of the Contractor.

Funds may not be available for performance under the Contract beyond September 30 of each year included in the Contract. The City’s obligation for performance of the Contract beyond that date is contingent upon the availability of appropriated funds from which payment for Contract purposes can be made. No legal liability on the part of the City for any payment may arise for performance under the Contract beyond the above referenced date, until funds are made available before commencing work or making deliveries to ensure funds are appropriated for the Contract.

5.16 EXTENSIONS OF CONTRACT TERM (BILATERAL)

The Contract has the option for one two-year extension period mutually agreed to by the parties. Such extension must be agreed to by the parties, in writing, no later than thirty (30) calendar days prior to the end of the initial Contract term.

5.17 CONTINUED PERFORMANCE OF THE CONTRACT (not to exceed six (6) months) After completion of the initial Contract term or any extensions thereof, the City may require continued performance of any services within the limits and at the rates specified in the Contract for a limited amount of time, not to exceed six months. This continued performance provision may be exercised monthly or for the full six months. The City may exercise this continued performance provision by written notice to the Contractor at least thirty (30) calendar days before the initial Contract Term or extension(s) period expires.

d. Any order issued during the Term of the Contract and not completed prior to the end of such Term shall be completed by the Contractor within the time specified in the order. The Contract shall govern the Contractor's and City’s rights and obligations with respect to that order to the same extent as if the order were completed during the Term.

5.19 ECONOMIC PRICE ADJUSTMENT

The Contract is subject to Economic Price adjustments unit prices. A pricing adjustment will be considered after year one of the Contract. It is the Contractor’s responsibility to request any pricing adjustment under this provision. The Contractor’s adjustment request should not be in excess of the relevant pricing index change per the Consumer Price Index or Producer Price Index as published by the Bureau of Labor Statistics of the U.S. Department of Labor – http://www.bls.gov/data/). The Contractor may submit price increase letters from the manufacturer in conjunction with the pricing adjustment request. For any adjustment to commence on the first day of any exercised option period, the Contractor’s request for adjustment should be submitted ninety (90) days prior to expiration of the then current Contract term or at time of renewal request from the City. The maximum allowable increase shall not exceed 5%, unless authorized by the Procurement Director. All price adjustments must be accepted by the Procurement Director and shall be memorialized by written amendment to the Contract. If no adjustment request is received from the Contractor, the City will assume the Contractor has agreed that the optional term may be exercised without pricing adjustment. Any adjustment request received after the commencement of a new option period may not be considered. The unit price rates reflected in the Contract executed with the successful vendor shall be adjusted upward or downward based on percentage increases or decreases in the following indices and calculated in accordance with the following formula:

CALCULATION OF ECONOMIC PRICE ADJUSTMENT

The Economic Price Adjustment (“EPA”) will be calculated in accordance with the following formula:

EPA = 1 + ((CYCI - PYCI) / PYCI)

Where, “Current Year Consumer Index” (“CYCI”) means the most recent value for the following index available on the fourth anniversary of the Effective Date: “Consumer Price Index - All Urban Consumers All Items Not Seasonally Adjusted CUUR0300SA0”.

“Prior Year Consumer Index” (“PYCI”) means the most recently published value for the following index available on the third anniversary of the Effective Date: “Consumer Price Index - All Urban Consumers All Items Not Seasonally Adjusted CUUR0300SA0”.

The EPA will be calculated to the third decimal place.

Adjusted Price for each Item = unit price (per Proposal) × EPA.