8-I. Draft Contract - Purchase of Magnesium Hydroxide Final.pdf

CONTRACT

Between the City of Tallahassee ("City”) and

(_____________) ("Contractor")

CONTRACT NO. 5XXX

SUBJECT OF CONTRACT: Purchase of Magnesium Hydroxide Slurry

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: All Item(s): ______________

CONTRACT TERM:

The performance period ("Term") of this contract for Magnesium Hydroxide Slurry (the “Contract”) will be as follows: The basic Contract Term is five years, with one optional two-year extension period for a total of __Seven __ 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: Carolynn Wilhite Telephone Number: 850-891-5348 Email: carolynn.wilhite@talgov.com

Technical Representative Leo Hartsfield Telephone Number: 850-891-1096 Email: leo.hartsfield@talgov.com

FOR CITY OF TALLAHASSEE INTERNAL USE ONLY

Type of Contract (Check One) Firm Fixed Price Fixed Price w/Economic Price Adjustment

Type of Quantity Delivery (Check One) Definite Quantity Indefinite Quantity Requirements

Item Type Commodities Services

Type of Contract Award (Check One)

Single Award Multiple Award

Approval Level: ACM Commission Approval Date: TBD mailto:carolynn.wilhite@talgov.com mailto:leo.hartsfield@talgov.com

TABLE OF CONTENTS

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

INCLUDED DESCRIPTION

Contract Cover (Pages 1 and 2) Contract Between the City and the Contractor

Section 1 Price Schedule Section 2 Representations/ Certifications Section 3 Statement of Work/ Specifications, as set forth in Solicitation No.

IFB-067-26-CPW including all addenda.

Section 4 Contract Management Section 5 General Terms and Conditions/ Miscellaneous Contract Clauses Section 6 Attachments to Contract

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:___________________________________

James O. Cooke, IV City Treasurer-Clerk

Execution Date

Approved As To Form:

By:_________________________________

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.

2. 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.

3. 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.

4. 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:

EMAIL ADDRESS:

VOICE: , EXTENSION:

OTHER: ; FAX:

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

NAME:

TELEPHONE NO:

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

OTHER: ; FAX:

CONTACT FOR INVOICE INQUIRIES

NAME:

TELEPHONE NO:

OTHER: ; FAX:

WHERE TO SEND PURCHASE ORDER (IF APPLICABLE)

COMPANY NAME:

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

SECTION 3 – STATEMENT OF WORK/SPECIFICATIONS

3.1. SCOPE

The Contractor agrees to provide all labor, supervision, materials, equipment, transportation, and incidentals necessary to furnish and deliver Magnesium Hydroxide slurry to the City of Tallahassee on a requirements basis for use in the City’s wastewater collection system. Such services shall include, but are not limited to, loading, hauling, delivery, offloading, connection to City receiving equipment, spill prevention and response, and compliance with all applicable Contract requirements. All work shall be performed in accordance with this Contract, the Invitation for Bid, the specifications, and all attachments incorporated by reference.

3.2. GENERAL INFORMATION

This Contract is made and entered into by and between the City of Tallahassee, Florida, a municipal corporation (“City”), and [Contractor Name] (“Contractor”). The purpose of this Contract is for the Contractor to furnish, supply, transport, deliver, and offload Magnesium Hydroxide slurry for use in the City’s wastewater collection system in accordance with the terms, conditions, specifications, pricing, and requirements set forth herein. This Contract is issued as a firm-fixed-unit-price requirements contract under IFB 067-26-CPW, Purchase of Magnesium Hydroxide, together with all addenda, attachments, the Contractor’s bid response, and the City’s award documents, all of which are incorporated herein by reference. The initial term of this Contract shall be [insert term], beginning on [insert effective date], unless earlier terminated in accordance with the Contract. The City may renew this Contract for the period or periods stated herein, subject to the Contract terms and all required City approvals.3.3

PRODUCT

The Contractor shall furnish Magnesium Hydroxide slurry meeting the requirements of the City’s specifications for use in wastewater collection system applications, including hydrogen sulfide control, odor control, and corrosion control. The exact product provided shall be the same product identified in the Contractor’s Bid submission and shall meet all applicable specification requirements, including required product data, laboratory testing, and certification requirements, throughout the term of the Contract.

3.3. LICENSING

The Contractor shall, at its sole cost and expense, obtain and maintain throughout the term of this Contract all licenses, permits, registrations, certifications, approvals, and authorizations required by federal, state, and local law for the manufacture, sale, transportation, delivery, handling, and offloading of Magnesium Hydroxide slurry and for the performance of all work required under this Contract. The Contractor shall ensure that all employees, agents, delivery personnel, and subcontractors performing work under this Contract are properly licensed, trained, and qualified for the duties they perform. Upon request by the City, the Contractor shall provide evidence of such licenses, permits, registrations, certifications, approvals, and authorizations. Failure to maintain required licensing or provide satisfactory evidence thereof may constitute a material breach of Contract.

3.4. DELIVERY PROVISIONS

All deliveries under this Contract shall be made F.O.B. Destination to City-designated locations, which may include multiple delivery sites throughout the City’s service area. The Contractor shall furnish all labor, supervision, transportation, equipment, hoses, pumps, fittings, valves, and other appurtenances necessary to safely and completely deliver and offload the product into the City’s receiving tanks at each designated location.

The Contractor shall make normal deliveries within three (3) calendar days after receipt of a City order and emergency deliveries within twenty-four (24) hours after receipt of a City order, in accordance with the Contract requirements. All delivery equipment shall be maintained in good operating condition and shall be clean, leak-free, and suitable for the transportation and unloading of the product.

The Contractor shall continuously observe the unloading operation and shall be responsible for the acts and omissions of its delivery personnel and equipment. The City reserves the right to reject any delivery made with contaminated, leaking, improperly maintained, or otherwise unsuitable equipment, or any delivery that fails to comply with the requirements of this Contract.

3.5. UNLOADING/INSPECTION/ACCEPTANCE

The Contractor shall furnish all labor, supervision, and equipment necessary to unload and transfer the product into the City’s receiving tanks at the designated delivery location. The Contractor shall remain responsible for the product and the unloading operation until offloading is complete.

The City may inspect the product, transport vehicle, unloading equipment, and accompanying delivery documentation upon arrival and during unloading. Such inspection may include review of tank levels, delivery quantities, product identification, and other information reasonably necessary to verify compliance with the Contract. No inspection, review, unloading, or temporary use of the product by the City shall constitute final acceptance.

Final acceptance is expressly conditioned upon the product meeting all Contract requirements, including specifications, testing standards, and certification requirements. If the City determines that any delivery or product is nonconforming, the City may reject the delivery in whole or in part and require removal and replacement at no additional cost to the City.

3.6. PAYMENT/INVOICING

The Contractor shall invoice the City only for product actually delivered and accepted at multiple City-designated locations, as applicable, in accordance with the terms of this Contract. Payment shall be based on the actual number of gallons delivered and accepted for each delivery at each designated location. Each invoice shall include, at a minimum, the Contractor’s name, invoice number, City purchase order number, date of delivery, delivery location, beginning tank level, ending tank level, gallons delivered, unit price per gallon, and total amount due. Where an invoice includes deliveries to more than one location, the invoice shall separately identify and itemize the delivery information for each location. The City may withhold payment on any invoice that is incomplete, inaccurate, not supported by required documentation, or associated with nonconforming product or unresolved performance deficiencies. Payment by the City shall not constitute acceptance of nonconforming product and shall not waive any rights or remedies available to the City under the Contract or applicable law.

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 - $2,000,000 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

(1) Commercial General Liability and Automobile Liability Coverage

(i) The City Insureds are to be covered as additional insured as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, leased, or used by the Contractor or premises on which the Contractor is performing services on behalf of the City. The coverage shall contain no special limitations on the scope of protection afforded to the City Insureds.

(ii) The Contractor's insurance coverage shall be primary insurance as respects the City Insureds. Any other insurance or self-insurance maintained by or on behalf of the City Insureds shall be excess of the Contractor's insurance and shall not contribute with it.

(iii) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City Insureds.

(iv) Coverage shall state that the Contractor's insurance shall apply separately to each insured against whom a claim is made, or suit is brought, except with respect to the limits of the insurer's liability.

(2) Workers' Compensation and Employers’ Liability and Property Coverage 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.

(3) All Coverage

(i) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days prior written notice has been given to the City Contract Administrator.

(ii) If the Contractor, for any reason, fails to maintain insurance coverage which is required pursuant to the Contract, the same shall be deemed a material breach of Contract. The City, at its sole option, may terminate the Contract and obtain damages from the Contractor resulting from said breach.

(iii) Alternatively, the City may purchase such required insurance coverage (but has no special obligation to do so) and further notice to the Contractor, the City may deduct any premium costs advanced by the City for such insurance from sums due to the Contractor.

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, by 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 NOTE 1: At the request of the user-department, a copy of the invoice may be submitted to the City’s Project Manager or designee at an address to be supplied.

NOTE 2: If payment has been made utilizing a City Purchase/Credit Card the invoice must be sent to the attention of and to the address for the individual who made the purchase. The invoice should indicate that payment has been with a Purchase Card.

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:

(1) The City employee conducting the evaluation shall send the original VPE form to the

Contract Administrator.

(2) The Contract Administrator shall forward a copy of the completed VPE form to the Contractor.

(3) The Contractor shall furnish a written reply to the Contract Administrator within ten (10) workdays, in response to any VPE form which contains work or service rated "unsatisfactory." At a minimum, the Contractor's written reply must explain the action the Contractor has taken to resolve the unsatisfactory findings and to prevent future unsatisfactory performance. The Contractor's written reply to a VPE form shall also be maintained with the Contract filed at the PSO.

e. If any of the goods or services do not conform with Contract requirements, the City may require the Contractor to provide the goods and perform the services again in conformity with Contract requirements, at no increase in the Contract amount. When the defects in goods or services cannot be Corrected by reperformance, the City may:

(1) Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and

(2) Reduce the Contract price to reflect the reduced value of the goods and services performed.

f. If the Contractor fails to promptly provide the goods or perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, the City may—

(1) By contract or otherwise, acquire goods or services elsewhere and charge the Contractor any cost incurred by the City directly related to the performance of such service; or

(3) Terminate the Contract for default.

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.

5.8 DISPUTES

a. All disputes arising under or relating to the Contract shall be resolved under this clause.

b. "Claim," as used in this section 5.8, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of Contract terms, or other relief arising under or relating to the Contract. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a Claim under this clause; however, such request may become the basis for a Claim if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

c. A Claim by the Contractor shall be made in writing and, unless otherwise stated in the Contract, submitted within one (1) year after accrual of the Claim to the Contract Administrator for a written decision. A Claim by the City against the Contractor shall be subject to a written decision by the Procurement Services Office.

(1) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a Claim.

(2) The certification shall state as follows: "I certify that the Claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested, if applicable, accurately reflects the Contract adjustment for which the Contractor believes the City is liable; and that I am duly authorized to certify the Claim on behalf of the Contractor."

(2) The certification may be executed by any person duly authorized to bind the Contractor with respect to the Claim.

d. For Contractor-certified Claims, the Procurement Services Office must, within 60 days, decide the Claim or notify the Contractor of the date by which the decision will be made.

e. The decision of the Procurement Services Office shall be final.

f. If the Claim by the Contractor is submitted to the Procurement Services Office or a claim by the City is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution. If the Contractor refuses an offer for alternative dispute resolution, the Contractor shall inform the Procurement Services Office in writing, of the Contractor's specific reasons for rejecting the request.

g. The City shall pay interest at the rate prescribed by Section 218.74(4), Florida Statutes, on the amount found due and unpaid from:

(1) the date that the Procurement Services Office receives the Claim (certified, if required); or

(2) the date that payment otherwise would be due, if that date is later, until the date of payment.

h. The Contractor shall proceed diligently with performance of the Contract, pending final resolution of any request for relief, Claim, appeal, or action arising under or relating to the Contract, and comply with any decision of the Procurement Services Office.

5.9 NOTIFICATION OF LABOR DISPUTES

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.

5.10 NOTIFICATION OF OWNERSHIP CHANGES

a. The Contractor shall notify the Procurement Services Office within thirty (30) calendar days, in writing, when the Contractor becomes aware that a change in its ownership has occurred or is certain to occur.

b. The Procurement Services Office reserves the right to request accounting records from the Contractor, whenever the Procurement Services Office determines that the ownership changes may affect any cost and pricing data required by the Contract, if applicable. For this purpose, the Contractor shall:

(1) Maintain current, accurate, and complete inventory records of assets and its costs.

(2) Provide the Procurement Services Office ready access to the records upon request

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation, or amortization, and remaining useful lives are identified accurately before and after each of the Contractor's ownership changes.

(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership change.

5.11 NOTIFICATION OF BANKRUPTCY

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 WARRANTIES

This section 5.13 will survive the expiration or termination of the Contract.

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.

b. Notwithstanding evaluation and Acceptance by the Technical Representative or any provision concerning the conclusiveness thereof, the Contractor warrants that all services performed under the Contract will, at the time of Acceptance, be free from defects in workmanship and conform to the requirements of the Contract. The Contract Administrator shall give written notice of any defect or nonconformance to the Contractor within thirty (30) days from the date of Acceptance by the City. This notice shall state either:

(1) That the Contractor shall Correct or re-perform any defective or nonconforming services;

or

(2) That the City does not require Correction or re-performance.

c. If the Contractor is required to Correct or re-perform, it shall be at no cost to the City, and any services Corrected or re-performed by the Contractor shall be subject to this clause to the same extent as work initially performed. If the Contractor fails or refuses to Correct or re-perform, the City may, by contract or otherwise, Correct or replace with similar services and charge to the Contractor the cost occasioned to the City thereby, or make an equitable adjustment in the Contract price.

d. If the City does not require Correction or re-performance, the City shall make an equitable adjustment in the Contract price.

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.

5.14 TERMINATION

a. If the Contractor fails to fulfill any of its obligations under the Contract through no fault of the

City, such failure shall be considered a default and shall entitle, but not obligate, the City to suspend performance under or to terminate the Contract, in whole or in part, at the City's discretion, if the Contractor fails to cure such default within thirty (30) days after receipt of a written notice thereof from the City. Furthermore, the City shall have the right to terminate the Contract, in whole or in part, without the Contractor being in default thereunder. Termination shall be affected by delivery of a written notice to the Contractor specifying whether termination is for the default of the Contractor or for the City's convenience, the extent to which services under the Contract are to be terminated, and the date upon which such termination becomes effective. After receipt of such written notice, and except as otherwise directed in writing by the City, the Contractor shall promptly stop work under the Contract on the date and to the extent specified in the notice, terminate all subcontracts to the extent that they relate to the performance of services terminated by the notice, and complete performance of such services as shall not have been terminated by the notice.

b. In the event of termination for convenience, the City shall pay the Contractor (i) the full amount due for goods satisfactorily delivered and/or services satisfactorily rendered, (ii) approved costs and expenses incurred which remain unpaid at the time of such termination, and (iii) such other costs of termination, if any, as may be mutually agreed by the parties. The City shall have the right to set off against amounts otherwise owed the Contractor all amounts owed by the Contractor to the City under the Contract or otherwise.

5.15 AVAILABILITY OF FUNDS FOR FUTURE FISCAL YEARS

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.

a.18 REQUIREMENTS

a. The quantities of supplies or services specified are estimates only. Except as the 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.

b. 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 clause or elsewhere in the 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.

c. 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.

d. The City is not required to purchase any quantity of services.

e. 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.

f. 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.

5.19 ECONOMIC PRICE ADJUSTMENT

This Contract is subject to economic price adjustment of unit prices. Any price adjustment shall be considered only after the first year of the Contract and only upon written request by the Contractor.

It shall be the Contractor’s responsibility to request any price adjustment under this provision and to provide sufficient supporting documentation for the requested adjustment.

The Contractor may submit manufacturer price increase letters, market documentation, supplier notices, or other supporting cost information in conjunction with its request.

For any approved adjustment to take effect at the beginning of an exercised renewal or option period, the Contractor must submit its written request no later than ninety (90) calendar days prior to the expiration of the then-current Contract term, or at the time of renewal request by the City, whichever occurs first.

Notwithstanding any supporting documentation submitted by the Contractor, the maximum allowable annual unit price increase under this provision shall not exceed three and eight-tenths percent (3.8%) of the unit price in effect during the immediately preceding Contract year, unless otherwise expressly authorized in writing by the Procurement Director. The City may also consider downward adjustments where justified by market conditions or supporting documentation.

All economic price adjustments are subject to review and approval by the Procurement Director and shall become effective only upon execution of a written amendment to the Contract. If the Contractor does not submit a timely request for an economic price adjustment, the City shall assume the Contractor agrees to continue the Contract, including any exercised renewal term, at the prices then in effect. Any request submitted after the commencement of a renewal or option period may be rejected.

5.20 ORDERING

a. Any items to be furnished under the Contract shall be ordered by the issuance of purchase orders by City departments, as specified in the Contract. Such purchase orders may be issued at any time during the Term, extension, or continued performance period of the Contract or the Continued Performance period for the Contract.

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

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

5.21 ORDER LIMITATIONS

With regard to orders placed against the Contract, there is NO minimum monetary limit on single orders.

5.22 PURCHASES BY OTHER PUBLIC AGENCIES

With the consent and agreement of the Contractor, purchases may be made under the Contract by other governmental agencies or political subdivisions within the State of Florida. Such purchases shall be governed by the same terms and conditions stated herein.

5.23 SAFETY DATA SHEET

The Contractor warrants that all Magnesium Hydroxide slurry furnished under this Contract shall be the same product identified in the Contractor’s Bid response and shall fully comply with all specifications, testing requirements, certifications, and submittal documents incorporated into this Contract. The Contractor further warrants that the product shall remain certified to ANSI/NSF Standard 60 for the duration of the Contract and any authorized renewal term. The Contractor shall provide updated certification, product data, laboratory results, or other supporting documentation upon request by the City. Any change in the product offered or supplied, including any change in manufacturer, formulation, source, or certification status, shall require prior written approval by the City before delivery. Product that fails to conform to the Contract requirements may be rejected and shall be removed and replaced by the Contractor at no additional cost to the City.

5.24 PRE-PERFORMANCE CONFERENCE

a. The Contract Administrator or Technical Representative of the City reserves the right to conduct a Pre-Performance Conference (PPC) to discuss issues that may affect performance on the Contract. If the PPC is scheduled, the Contractor will be notified and will be required to attend. The Contractor will be notified of the date, time, and location of the PPC, and any need for attendance by subcontractors. At the conclusion of the PPC, the Contractor and other attendees it will be asked to sign a PPC Checklist that outlines the topics discussed at the PPC and it will be filed with the Contract.

b. The Contractor and all other attendees are cautioned that the PPC shall NOT be used as a forum for making changes to the terms and conditions in the Contract. Changes to the Contract shall be processed in accordance with the procedures provided for in the Changes clause of the Contract.

5.25 E-VERIFY

The Contractor, and its subcontractors, must register with and utilize the U.S. Department of Homeland Security’s E-Verify system to verify the work authorization status of all newly hired employees, pursuant to Section 448.095, Florida Statutes. Registration must take place prior to execution of the Contract. If the Contractor enters into any agreement with a subcontractor for performance of services under the Contract, the subcontractor must provide an affidavit to the Contractor which states that the subcontractor does not employ, contract with, or subcontract with any unauthorized aliens. The Contractor is required to maintain a copy of such affidavit throughout the term of the Contract.

The Contractor agrees to adhere to the requirements of Section 448.095, Florida Statutes, and understands that failure to comply with the statute will result in termination of the Contract. If such termination occurs, the Contractor will not be awarded another City contract for at least one (1) year from the date of Contract termination and will be liable for any additional costs incurred by the City as result of the Contract termination.

5.26 EQUAL OPPORTUNITY

Contractor agrees to comply with the City of Tallahassee Equal Opportunity Policy. Contractor will not discriminate against any employee or applicant for employment because of race, color, gender, religion, national origin, age, disability, marital status, pregnancy, sexual orientation, gender identity, protected veteran status and any other protected class.

5.27 FORCE MAJEURE

If either Party is delayed or prevented from performing any obligations under this Contract by circumstances beyond its control, including but not limited to fires, hurricanes, severe weather, floods, pandemics, quarantines, war, acts of terrorism, acts of God, or significant threats of such circumstances (collectively “Force Majeure”), the impacted Party may be excused from performance hereunder during the period of inability to perform. In case of any delay the impacted Party believes is excusable under this provision, the impacted Party will notify the other Party in writing of the delay or potential delay and describe the cause of the delay either (1) within ten (10) calendar days after the cause that created or will create the delay first arose, if the impacted Party could reasonably foresee that a delay could occur as a result, or (2) if delay is no reasonably foreseeable, within five (5) calendar days after the date the impacted Party first had reason to believe that a delay could result. The foregoing will constitute the impacted Party’s sole remedy or excuse with respect to delay. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy.

Notwithstanding anything in this Contract to the contrary, Force Majeure does not include or excuse performance under this Contract for events related to increased costs associated with fuel, labor, labor disputes, insurance, or other expenses performing the obligations hereunder. The Contractor will not be entitled to an increase in the Contract price or payment of any kind from the City for direct, indirect, consequential, impact or other costs, expenses, or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever.

If performance is…