AR_19-023-CV_FINAL.pdf

ANNUAL REQUIREMENT INVITATION TO BID

AR #19-023-CV

OVERHEAD AND UNDERGROUND MATERIAL

Date of Issue: 01/15/2019 Due Date/Time of Receipt: 02/12/2019 by 2:00 p.m. EST

Opening Location: Lackey Conference Room Address: 2850 North John Young Pkwy, Kissimmee, Florida

Pre-Bid Conference: No pre-bid conference is schedule for this project.

Issued By:

Coraly Vazquez, CPPB, FCCM Central Services Department/Procurement Services Division 2850 North John Young Parkway, Kissimmee, Florida 34741

Phone (407) 933-9802 Fax (407) 932-3286

Website: http://www.kua.com

Sealed bids must physically be at the above location at the above stated time. Bids received after the opening date will not be considered. They shall be submitted on the forms provided and must be manually signed. Bids shall be sealed in an envelope with the bid number, opening date, and time clearly indicated.

The attached invitation shall become part of any purchase order resulting from this Annual Requirement Invitation to Bid.

It is the intent and purpose of the Kissimmee Utility Authority that this Annual Requirement Invitation to Bid promote competitive bidding. It shall be the vendor's responsibility to advise the Procurement Services Division if any language, requirements, etc. or any combination thereof, inadvertently restricts or limits the requirements stated in this Annual Requirement Invitation to Bid to a single source. Such notification must be submitted in writing and must be received by Procurement Services Division not later than ten

(10) days prior to the opening date.

COMPANY NAME: ________________________________________________________________________________________

ADDRESS: ________________________________________________________________________________________

PHONE: _____________________________________ EMAIL: ____________________________________________

Title: OVERHEAD AND UNDERGROUND MATERIAL Annual Requirement Invitation to Bid AR #19-023-CV

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TABLE OF CONTENTS

Instructions to Bidders

Paragraph Title

1 Opening Location 2 Bid Delivery Requirements 3 Parties Defined

4 Clarification and Addenda 5 Sealed and Marked Package 6 Legal Name of Bidder 7 Signature 8 Bid Expenses 9 Irrevocable Offer 10 Reserved Rights 11 The Right to Audit 12 Applicable Laws 13 Code of Ethics 14 Collusion 15 Contract Forms 16 Bid Forms, Variances, Alternates 17 Completeness of Bid 18 Quotations 19 Modification or Withdrawal of Bid 20 Errors in Bids 21 “Statement of No Bid” Response Form 22 Prices Quoted 23 Discounts 24 Descriptive Information 25 Interpretations 26 "Or Equal" Interpretation 27 Deviations to Specifications 28 Alternatives/Substitutions to Specifications 29 Samples (If required by Bid Form) 30 Quality Guaranty 31 Quality Terms 32 Use of Trade Names 33 Bid Bond (If required by Bid Forms) 34 Performance Bond (If required by Bid Forms) 35 Authorized Product Representative 36 Regulations 37 Period of Offer Validity 38 Cancellation 39 Royalties, Patents and Copyrights 40 Equal Employment Opportunity Clause 41 Drug-Free Workplace 42 Public Entity Crime Information 43 Contract Not Affected by Oral Agreement 44 Basis for Award

45 Appeals and Remedies 46 Questions

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KISSIMMEE UTILITY AUTHORITY

Instructions to Bidders

Section 1

1. Opening Location

The bids will be publicly opened at the Kissimmee Utility Authority (KUA) Procurement Services Division Conference Room, in the presence of KUA officials at the above stated time and date. All bidders or their representative are invited to be present.

Agencies’ proposals will not be read aloud or revealed to the public at this time. Only the names of the agencies responding will be available to the public immediately after the proposal is opened. In accordance with Chapter 119.07 (1) Florida Statutes, all proposal documents will be made available for public inspection upon request, when the notice of award recommendation has been posted or within thirty (30) business days after the proposal opening, whichever is earlier.

2. Bid Delivery Requirements

Interested parties are requested to respond to this Annual Requirement by Electronic proposal submittals. Hard copy informational submittals may be used when necessary and must adhere to the hardcopy proposal submission instructions. Do not submit both electronic and hard copies unless otherwise instructed. Email or other means will not be accepted. Vendor Link help can be accessed by calling 407-222-1885, or by emailing support@evendorlink.com.

To ensure correct information formatting:

submit electronically through Vendor Link.

Upload files only in MS Word (.doc or .docx), Excel (.xls or .xlsx), and PowerPoint

(.ppt or .pptx); Adobe Portable Document Format (.pdf); Compressed File (ZIP) formats.

Enable printing on files submitted.

Clearly identify the AR Number, Name, Submission Date, and Name on the

Response Cover Page or letterhead.

Contact Vendor Link technical support at support@evendorlink.com if technical difficulties arise during proposal submission. Any bids received after above stated time and date will not be considered.

It shall be the sole responsibility of the bidder to have their bid electronically delivered to Procurement Services Division for receipt on or before the above stated time and date. If a bid is sent by U. S. Mail, the bidder shall be responsible for its timely delivery to the Procurement Services Division office. Bids delayed by mail shall not be considered, shall not be opened at the public opening, and arrangements shall be made for their return at the bidder's request and expense. However, KUA reserves the right, in its sole discretion, to accept a late bid provided the bidder provides sworn, incontrovertible proof the delay was

Kissimmee Utility Authority Page 4 of 52 due to delivery factors beyond its control. This reservation of acceptance does not apply to bids that are sent via U.S. Mail and arrive late. Such bids will not be considered.

3. Parties Defined

3.1 Kissimmee Utility Authority

The Kissimmee Utility Authority is the party issuing this above-numbered Annual Requirement Invitation to Bid (AR) and for whose benefit services will be rendered hereunder. Throughout this AR, including throughout any associated Contract Agreement and Contract Documents (as that term is defined in Section 20 below in the Section entitled “General Conditions”), the Kissimmee Utility Authority may be referred to interchangeably as “KUA”, “Owner”, or “Purchaser”.

3.2 Bidder/Vendor/Contractor

The terms “Bidder”, “Vendor” and/or “Contractor” refer to the same party, i.e., the party responding to KUA’s above-numbered AR. The terms may be used interchangeably throughout the AR, including throughout any associated Contract Agreement and Contract Documents, to refer to the party responding to KUA’s above-numbered AR.

3.3 Savings Clause

The presence or absence of a defined term describing either party to this AR, which includes any associated Contract Agreement and Contract Documents, will not render any provisions of the AR, associated Contract Agreement or Contract Documents ineffective or inapplicable to such party provided a given provision’s context reasonably indicates that it applies to such party. The use or lack thereof of capital letters in any of the terms defined and described in Sections 3.1 and 3.2 above is not intended to carry any legal significance and shall not be construed to deny applicability of any provisions or terms to the parties by reason thereof.

4. Clarification and Addenda

Each bidder shall examine all AR documents, and shall judge all matters relating to the adequacy and accuracy of such documents. Any inquiries, suggestions, or requests concerning interpretation, clarification, or additional information pertaining to the AR shall be made through KUA Procurement Services Division. Clarification of bids submitted shall be in letter form, signed by bidder. KUA shall not be responsible for oral interpretations given by any KUA employee, representative or others. The issuance of a written addendum is the only official method whereby interpretation, clarification or additional information can be given. If any addenda are issued to this AR, KUA will attempt to notify all prospective bidders who have secured same.

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However, it shall be the responsibility of each bidder, prior to submitting their bid, to contact KUA Procurement Services Division to determine if addenda were issued and to make such addenda a part of their bid.

5. Sealed and Marked Package

Hard copy informational submittals may be used when necessary and must adhere to the hardcopy proposal submission instructions. Do not submit both electronic and hard copies unless otherwise instructed. One (1) UNBOUND signed original and a CD-ROM or memory stick containing the entire bid formatted to be read with Microsoft® software products or Adobe® PDF software shall be submitted in one sealed package, clearly marked on the outside of package with the AR Number and addressed to:

Coraly Vazquez, CPPB, FCCM Kissimmee Utility Authority Procurement Services Division 2850 North John Young Pkwy Kissimmee, Florida 34741

6. Legal Name of Bidder

Bids shall clearly indicate the legal name, address, and telephone number of the bidder (company, firm, partnership, or individual). Bids shall be signed above the typed or printed name and title of the signer. The signer shall have the authority to bind the bidder to the submitted bid.

7. Signature

Bidder shall sign the bid in the proper section with a manual or electronic signature of an authorized representative, and shall enter his title and date of the bid. Failure to properly sign the bid shall invalidate same, and it shall not be considered for award. No erasures are permitted. If a correction is necessary, draw a single line through the entered figure and enter the corrected figure above it. Corrections must be initialed by the person signing the bid.

8. Bid Expenses

All expenses for submitting bids to KUA are to be borne by the bidder.

9. Irrevocable Offer

Any bid may be withdrawn up until the date and time set above for opening of the bid. Any bid not so withdrawn shall, upon opening, constitute an irrevocable offer for a period of one hundred eighty (180) days to sell KUA the goods or services set forth in the attached specification until one or more of the bids have been duly accepted by KUA.

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10. Reserved Rights

KUA reserves the right to accept or reject any and/or all bids, or any part thereof and/or to waive irregularities and technicalities and to request submission. Also, KUA reserves the right to accept all or any part of the bid and to increase or decrease quantities to meet additional or reduced requirements of KUA. Any sole response received by the first submission date may or may not be rejected by KUA depending on available competition and timely needs of KUA. For each item or for all items combined, the bid of the lowest responsive, responsible bidder will be accepted, unless all bids are rejected.

To be responsive, a bidder shall submit a bid that conforms in all material respects to the requirements set forth in the AR.

The lowest responsible bidder shall mean that bidder who makes the lowest bid to sell goods and/or services of a quality which conforms closest to the quality of goods and/or services set forth in the attached specifications or otherwise required by KUA and who is known to be fit and capable to perform the bid as made.

To be a responsible bidder, the bidder shall have the capability in all respects to perform fully the contract requirements, and the tenacity, perseverance, experience, integrity, reliability, capacity, facilities, equipment, and credit which will assure good faith performance. Also, KUA reserves the right to make such investigation as it deems necessary to make this determination. Such information may include but shall not be limited to: current financial statements; verification of availability of equipment and personnel; and past performance records. In the event that any pay item price is determined to be unreasonably low or unreasonably high, the bid may be declared non-responsive and may not be considered.

11. The Right to Audit

The contractor agrees to furnish such supporting detail as may be required by the owner to support charges or invoices, to make available for audit purposes all records covering charges pertinent to the purchase, and to make appropriate adjustments in the event discrepancies are found. The owner will pay the cost of any audit. The owner shall have the right to audit the contractor's records pertaining to the work/product for a period of three

(3) years after final payment.

12. Applicable Laws

All applicable laws and regulations of the State of Florida and KUA Procurement Services regulations and procedures will apply to any resulting agreement, contract, or purchase order. Any involvement with any KUA Procurement Services shall be in accordance with KUA Procurement Services regulations and procedures.

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13. Code of Ethics

With respect to this bid, if any bidder violates or is a party to a violation of the Code of Ethics of KUA per KUA Procurement Services regulations and/or the State of Florida per Florida Statutes, Chapter 12, Part III, Code of Ethics for Public Officers and Employees, such bidder may be disqualified from furnishing the goods or services for which the bid is submitted and shall be further disqualified from submitting any future bids for goods or services for KUA.

14. Collusion

By offering a submission to this AR, the bidder certifies the bidder has not divulged, discussed, or compared his bid with other bidders and has not colluded with any other bidder or parties to this bid whatsoever. Also, the bidder certifies, and in the case of a joint bid each party thereto certifies as to his own organization, that in connection with this bid:

14.1 Any prices and/or cost data submitted have been arrived at independently, without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices and or cost data, with any other bidder or with any competitor.

14.2 Any prices and/or cost data quoted for this bid have not knowingly been disclosed by the bidder and will not knowingly be disclosed by the bidder prior to the scheduled opening directly or indirectly to any other bidder or to any competitor.

14.3 No attempt has been made or will be made by the bidder to induce any other person or firm to submit or not to submit a bid for the purpose of restricting competition.

14.4 The only person or persons interested in this bid, principal or principals is/are named therein and that no person other than therein mentioned has any interest in this bid or in the contract to be entered into and;

14.5 No person or agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee excepting bona fide employees or established commercial agencies maintained by the purchaser for the purpose of doing business.

15. Contract Forms

Any agreement, contract, or purchase order resulting from the acceptance of a bid shall be on forms either supplied by or approved by KUA.

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16. Bid Forms, Variances, Alternates

Bids must be submitted on attached KUA bid forms (if provided) with other exhibits, although additional information may be attached. All blank spaces must be completed with the appropriate response. The bidder must state the price, typewritten or written in ink, for which he proposes to complete each item. The bidder shall submit executed bid form with other exhibits. Bidders must indicate any variances from the conditions of the AR;

otherwise bidder must fully comply with the AR in its entirety. Alternate bids may or may not be considered at the sole discretion of the Vice President of Central Services Department.

17. Completeness of Bid

17.1 Bidders shall quote on all items in one bid form. Failure to do so may result in the bid being rejected as not responsive.

17.2 When quotations on certain items are optional, bidders shall insert the words "no bid" in the space provided for an item for which no quotation is made.

17.3 Incorporation in the bid of substantial exceptions to the general conditions or special conditions shall invalidate the bid, if the exceptions amount to a substantial modification of the contract documents. Exceptions to technical specifications shall be clearly noted in the "Affidavit of Compliance".

17.4 The bid must be signed by an authorized agent or officer of the firm.

18. Quotations

No bidder will be allowed to offer more than one price on each item even though he may feel that he has two or more types or styles that will meet specifications. Bidders must determine for themselves which to offer.

19. Modification or Withdrawal of Bid

A modification of a bid already received will be considered only if the modification is received prior to the time announced for opening of bids. All modifications shall be made in writing, executed and submitted in the same form and manner as the original bid.

Modifications submitted by telephone, facsimile, or electronic mail (e-mail) will not be considered.

Any bidder may withdraw his bid by giving written notice to the Vice President of Central Services Department at the place such bids are to be received and at any time prior to the time announced for opening of bids.

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20. Errors in Bids

Bidders or their authorized representatives are expected to fully inform themselves as to the conditions, requirements and specifications before submitting bids; failure to do so will be at the bidder's own risk. Neither law nor regulations make allowance for errors either of omission or commission on the part of bidders. In case of error of extension of prices in the bid, the unit price shall govern.

21. “Statement of No Bid” Response Form

If not submitting a bid, respond by returning the "Statement of No Bid" response form no later than the stated bid opening date and hour, and explain the reason in the space provided.

22. Prices Quoted

Give both unit price and extended total. Prices must be stated in units of quantity specified in the bid specifications. In case of discrepancy in computing the amount of the bid, the unit price quoted will govern. All prices to include F.O.B. destination, freight prepaid (unless otherwise stated in special conditions). Each item must be bid separately and no attempt is to be made to tie any item or items in with any other item or items. If a bidder offers a discount on payment terms, it is understood that a minimum of thirty (30) days will be required for payment (unless otherwise stated in special instructions), and the discount time will be computed from the date of satisfactory delivery at place of acceptance and receipt of correct invoice at the office specified.

23. Discounts

Any and all discounts must be incorporated as a reduction in the bid price and not shown separately. The price as shown on the bid shall be the price used in determining award(s).

24. Descriptive Information

Unless otherwise specifically provided in the specifications, all equipment, materials, and articles incorporated in the product/work covered by the agreement are to be new and of the most suitable grade for the purpose intended. Unless otherwise specifically provided in the specifications, reference to any equipment, material, or article or patented process, by trade name, make, or catalog number shall not be construed as limited competition. If the bidder wishes to make a substitution to the specifications, the bidder shall furnish to KUA the name of the manufacturer, the model number, and other identifying data and information necessary to aid KUA in evaluating the substitution, and such substitution shall be subject to KUA approval. Substitutions shall be approved only if determined by KUA to be equivalent to the specifications. A bid containing a substitution is subject to disqualification if the substitution is not approved by KUA.

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Specified items bid shall be identified by brand name, number, manufacturer, and model, and shall include full description information, brochures, or appropriate attachments.

25. Interpretations

Should any bidder have any questions as to the intent of meaning of any part of this bid he/she should contact the Procurement Services representative of this bid in time to receive a written reply before submitting his/her bid.

26. "Or Equal" Interpretation

When a particular manufacturer's name or brand is specified along with the words "or equal", bids will be considered on other brands or on the product of other manufacturers.

On all such bids the bidder shall indicate clearly the product (brand and model number) on which he is bidding, and shall supply a sample or sufficient data in detail to enable an intelligent comparison to be made with the particular brand or manufacturer specified. All samples shall be submitted in accordance with procedures outlined in paragraph labeled "Samples". Catalog cuts and technical descriptive data shall be attached to the original copy of the bid where applicable. Failure to submit the above information may be sufficient grounds for rejection of bid.

27. Deviations to Specifications

All deviations from the specifications must be noted in detail by the bidder, in writing, at the time of submittal of formal bid. The absence of a written list of specification deviations at the time of submittal of the bid will hold the bidder strictly accountable to KUA to the specifications as written. Any deviation from the specifications as written, not previously submitted as required by the above, will be grounds for rejection of the material, equipment, and/or services delivered or performed.

28. Alternatives/Substitutions to Specifications

Any alternatives or substitutions to the attached specification must be clearly delineated, set out, and submitted on the “Affidavit of Compliance” response form.

29. Samples (if required by Bid Form-See Special Instructions)

29.1 The samples submitted by bidders on items for which they have received an award may be retained by KUA until the delivery of contracted items is completed and accepted. Bidders whose samples are retained may remove them after delivery is accepted.

29.2 Samples not retained must be removed as soon as possible after award has been made on the item or items for which the samples have been submitted. KUA will not be responsible for such samples if not removed by the bidder within 30 days

Kissimmee Utility Authority Page 11 of 52 after the award has been made. KUA reserves the right to consume any or all samples for testing purposes.

29.3 Bidders shall make all arrangements for delivery of samples to place designated as well as the removal of samples. Cost of delivery and removal of samples shall be borne by the bidder.

29.4 All sample packages shall be marked "Sample for Procurement Services" and each sample shall bear the name of the bidder, item number, bid number and shall be carefully tagged or marked in a substantial manner. Failure of the bidder to clearly identify samples as indicated may be considered sufficient reason for rejection of bid.

30. Quality Guaranty

If any product/service delivered does not meet applicable specifications or if the product/service will not produce the effect that the supplier represents to KUA, the supplier shall pick up the product from KUA at no expense to KUA. Also, the supplier shall refund to KUA any money which has been paid for same. The supplier will be responsible for attorney fees in the event the supplier defaults and court action is required.

31. Quality Terms

KUA reserves the right to reject any or all materials/services if, in its judgment, the item reflects unsatisfactory workmanship or manufacturing or shipping damages.

32. Use of Trade Names

Brand or trade names referenced in specifications are for comparison purpose only.

Bidders may submit bids on items manufactured by other than the manufacturer specified.

In these instances, bids must be accompanied with all descriptive information necessary for a thorough evaluation of the proposed material or equipment such as detailed drawings and specifications, certified operation and test data, and experience records, as well as an itemized list of any variance from, or exceptions taken to the specifications. Failure of any bidder to furnish the data will be cause for rejection of the specified item(s) to which it pertains.

33. Bid Bond (If required by Bid Forms-See special Instructions)

A bid bond, properly executed by the bidder and by a qualified surety, or a certified or cashier's check drawn in the amount shown on the AR made payable to KUA, must accompany each bid as a guarantee that the bidder will not withdraw from the competition after opening of the bid. Attorneys in fact who sign bid bonds must file with each bond a certified copy of their power of attorney to sign said bonds.

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34. Performance Bond (If required by Bid Forms-See Special Instructions)

The successful bidder on this bid must furnish a performance bond in the amount shown on the AR, made out to KUA, prepared on an approved form, as security for the faithful performance of his contract within ten days of his notification that his bid has been accepted. The surety thereon must be such surety company or companies as are authorized and licensed to transact business in the State of Florida. The successful bidder upon failure or refusal to furnish the required performance bond shall forfeit his bid guaranty as liquidated damages for such failure or refusal.

35. Authorized Product Representation

The successful bidder(s) by virtue of submitting the name and specifications of a manufacturer's product will be required to furnish the named manufacturer's product. By virtue of submission of the stated documents it will be presumed by KUA that the bidder(s) is legally authorized to so submit and the successful bidder(s) will be legally bound to perform according to the documents.

36. Regulations

It shall be the responsibility of each supplier to assure compliance with all OSHA, EPA and/or Federal or State of Florida rules, regulations or other requirements, as each may apply.

37. Period of Offer Validity

Prices quoted in the bid must remain open for a period of ninety (90) days from the date of the bid opening.

38. Cancellation

It is the intention of KUA to purchase material/services from sources of supply that will give prompt and convenient shipment service. Any failure of the supplier to satisfy the requirements of KUA shall be reason for termination of the award. Any bid may be rejected in whole or in part for good cause when in the best interest of KUA.

39. Royalties, Patents and Copyrights

The successful bidder(s) shall pay all royalties and license fees for equipment or processes in conjunction with the equipment he is furnishing. He shall defend all suits or claims for infringement of any patent right and shall hold KUA harmless from loss on account thereof and cost and attorney's fees incurred therefore. Bidder warrants that there has been no violation of copyrights or patent rights in manufacturing, producing, and/or selling the item(s) ordered or shipped as a result of this bid, and successful bidder agrees to hold KUA harmless from any and all liability, loss or expense by any such violation.

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40. Equal Employment Opportunity Clause

KUA of Kissimmee, Florida, in accordance with the provision of Title VI of the Civil Rights Act of 1964 (78 Stat. 252) and the Regulations of the Department of Commerce (15 CFR, Part 8) issued pursuant to such Act, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement minority business will be afforded full opportunity to submit bids in response to this advertisement and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

41. Drug-Free Workplace

A Drug-Free Workplace Statement must be completed, signed, and returned prior to award of bid. This form will be used whenever two or more bids that are identical with respect to price, quality, delivery, and service are received; a bid received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process.

42. Public Entity Crime Information

A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with a public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.

43. Contract Not Affected by Oral Agreement

No oral statement of any person shall modify or otherwise affect the terms, conditions, or specification stated in the AR. All modifications to this AR must be made in writing.

44. Basis for Award

Factors that will be considered in the award of the contract include, but are not limited to the following:

1. Quoted pricing structure (lump sum, unit price, firm or subject to escalation, etc.)

2. Response time upon issuance of notice to proceed and time of completion or delivery.

3. Quality of workmanship and responsiveness as represented by references.

4. Capabilities, experience and equipment necessary to do required work.

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5. Financial capability, location of facilities, safety statistics, etc.

6. Exceptions to KUA’s standard terms and conditions.

7. KUA’s previous experience with bidder.

The contract resulting from this solicitation will be awarded to that responsible bidder whose bid conforming to the invitation is determined most responsive and/or advantageous to KUA, price and other factors considered. The offeror’s bid shall be in the form prescribed by this invitation and shall contain a response to each of the areas identified which affects the evaluation factors for award.

Exceptions to the bid may be considered if determined minor in nature and acceptable to KUA’s application. All exceptions shall be noted on the attached “Affidavit of Compliance” response form.

45. Appeals and Remedies

Any person adversely affected by the decision or intended decision of award must file a written notice of protest to the Vice President of Central Services Department within seventy-two (72) hours (excluding Saturday, Sundays, and legal holidays) after the posting of KUA’s decision or intended decision. KUA Procurement Services Division personnel should be contacted to obtain comprehensive written protest procedures prior to filing a written notice of protest.

46. Questions

During the submission process, to ensure fair consideration for all prospective bidders KUA prohibits communication to or with any department or employee, except as provided in the following paragraph. During the evaluation process, KUA prohibits communications initiated by a bidder to any KUA employee evaluating or considering the bids prior to the time an award decision has been made. Any communication between the bidder and KUA will be initiated by the appropriate KUA Procurement Services Division employee in order to obtain information or clarification needed to develop a proper, accurate evaluation of the bid. Such communications initiated by a bidder may be grounds for disqualifying the offending bidder from consideration for award of the bid and/or any future bid.

Any questions relative to interpretation of specifications or the bid process shall be addressed to Coraly Vazquez, in writing, on or before January 31, 2019 by 3:00 PM Local Time (procurement@kua.com). Any interpretation made to prospective companies will be expressed in the form of an addendum to the specifications, which, if issued, will be conveyed in writing to all prospective companies.

NOTE: Any and all special conditions and specifications attached hereto, which vary from the general conditions, shall take precedence.

****END OF THIS SECTION****

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KISSIMMEE UTILITY AUTHORITY

GENERAL CONDITIONS, INSURANCE REQUIREMENTS

AND

SPECIAL INSTRUCTIONS

Section 2

I. PURPOSE

It is the intent of this solicitation to engage one or more qualified successful bidder(s) for the purchase of overhead and underground supplies based on a fix price, in accordance with the specifications listed herein. It is understood that there may be additions or deletions to the lists specified herein during the life of the contract as dictated by KUA’s service protocols.

II. GENERAL CONDITIONS AND INSURANCE REQUIREMENTS

These instructions are standard for all contracts for commodities and/or services issued to Kissimmee Utility Authority. KUA may delete, supersede or modify any of these standard instructions. Bidder agrees that the provisions included within this quote shall prevail over any conflicting provisions within any standard form contract of the bidder regardless of any language in bidder’s contract to the contrary.

1. Prices and Payment

1.1 Prices bid shall be used for payment and these prices shall be deemed to include payment in full for all transportation in delivering all supplies to the point of delivery. All items to be provided under this contract shall be new (not used or reconditioned, and not of such age or so deteriorated as to impair their usefulness or safety), of current production and of the most suitable grade for the purpose intended.

1.2 The Contractor shall pay for all taxes, licenses, permits, and inspections required for the work.

2. Insurance

Except as otherwise specified in this contract, the contractor and his/her subcontractors of any tier will be required at their own expense to maintain in effect at all times during the performance of the work insurance coverages with limits not less than those set forth below with insurers and under forms of policies satisfactory to the owner. It shall be the responsibility of the contractor to maintain adequate insurance coverage and to assure that subcontractors are adequately insured at all times. Failure of the contractor to maintain adequate coverage shall not relieve him/her of any contractual responsibility or obligation.

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The requirements specified herein as to types, limits, and owner’s approval of insurance coverage to be maintained by the contractor and his/her subcontractors are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by the contractor and his subcontractors under this contract.

Any insurance carried by the owner which may be applicable shall be deemed to be excess insurance and the contractor’s insurance primary for all purposes despite any conflicting provision in the contractor’s policies to the contrary.

For insurance purposes, the title of ownership of materials furnished under this contract shall remain with the contractor until the owner receives such materials at the specified destination.

2.1 Additional Insured

Upon award, all insurance coverages furnished under this contract, except for Workers’ Compensation and Employer’s Liability, shall include the owner and its board members, officials, directors, partners, consultants, agents, and employees as additional insured’s with respect to the activities of the contractor and his subcontractors. These policies shall contain a “cross-liability” or “severability of interest” clause or endorsement. Notwithstanding any other provision of these policies, the insurance afforded shall apply separately to each insured, named insured, or additional insured with respect to any claim, suit, or judgment made or brought by or for any other insured, named insured, or additional insured as though a separate policy had been issued to each, except the insurer’s liability shall not be increased beyond the amount or amounts for which the insurer would have been liable had only one insured been named. The owner shall not by reason of their inclusion under these policies incur liability to the insurance carrier for payment of premium for these policies.

2.2 Waiver of Subrogation

The contractor and his/her subcontractors shall require their insurance carriers, with respect to all insurance policies, to waive all rights of subrogation against owner, its board members, officials, directors, partners, consultants, agents, and employees.

KUA shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the contractor and/or subcontractor providing such insurance.

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2.3 Certificates of Insurance

A Certificate of Insurance Form will be furnished by the Contractor upon notice of award. These shall be completed by the authorized representative and presented to the Procurement Services Division. The certificate shall be dated and show the following:

2.3.1 The name of the insurer, the effective and termination date, the specified job by name and quote number, name of the insured contractor and the policy number.

2.3.2 Statement that the insurer will mail notice to KUA at least thirty

(30) days prior to any material deviations or cancellations of the policy.

2.3.3 Shall include all deductibles and/or self insurance retentions for each line of insurance coverage.

2.3.4 The Certificate(s) of insurance shall designate KUA as certificate of holder as follows:

Attention: Procurement Services Division 1701 W. Carroll Street Kissimmee, FL 34741

3. Workers’ Compensation and Employer’s Liability

This insurance shall protect the contractor against all claims under applicable state workers’ compensation laws. The insured’s shall also be protected against claims for injury, disease, or death of employees which, for any reason, may not fall within the provision of a workers’ compensation law. This policy shall include an "all states" or "other states" endorsement.

3.1 The liability limits shall not be less than:

Insurance: Description:

Workers’ Compensation Employer’s Liability

Statutory $500,000 each occurrence

4. Comprehensive Automobile Liability

This insurance shall be written in comprehensive form and shall protect the contractor and the additional insured against all claims for injuries to members of the public and damage to property of others arising from the use of motor vehicles, and shall cover operation on or off

Kissimmee Utility Authority Page 18 of 52 the site of all motor vehicles licensed for highway use, whether they are owned, non-owned, or hired.

4.1 The liability limits shall not be less than:

Bodily injury Property damage

$1,000,000 combined single limit Each occurrence

5. Comprehensive General Liability

This insurance shall be an "occurrence" type policy written in comprehensive form and shall protect the contractor and the additional insured against all claims arising from bodily injury, sickness, disease, or death of any person or damage to property of the owner or others arising out of any act or omission of the contractor or his agents, employees, or subcontractors. This policy shall also include protection against claims insured by usual personal injury liability coverage, a "protective liability" endorsement to insure the contractual liability assumed by the contractor and "Completed Operations and Products Liability" coverage (to remain in force for 2 years after final payment).

5.1 The liability limits shall not be less than:

Personal injury and Property damage

$1,000,000 combined single limit each occurrence and $1,000,000 aggregate

6. Umbrella Liability Policy

This insurance shall protect the contractor and the additional insured against all claims in excess of the limits provided under the employer’s liability, comprehensive automobile liability, and the comprehensive general liability policies. The liability limits of the umbrella liability policy shall not be less than $1,000,000. The policy shall be an “occurrence” type policy.

7. Governing Law, Jurisdiction and Venue

This Agreement, and all matters arising directly or indirectly from this Agreement, will be governed by and construed in accordance with the law of the State of Florida without giving effect to the conflicts of laws, provisions or principles thereof. For any legal action, suit, claim, or other proceeding arising out of or in any way connected with this Agreement, each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts sitting in, or having principal jurisdiction over, Osceola County, Florida.

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8. Hindrances and Delays

The contractor expressly agrees that in undertaking to complete the work/services within the time specified, he/she has made allowances for all hindrances and delays which might usually be expected to occur in performing the work. No claims shall be made by the contractor or his subcontractors for such hindrances and delays.

8.1 If the contractor or his subcontractors experiences hindrances and delays which, in his opinion, are not usually to be expected in the performance of the work, and which affect the performance of the work, he may request a change in the agreement. Such hindrances and delays may include, but not be limited to, acts or failures to act by the owner or other contractors employed by the owner, fires, floods, labor disputes, epidemics, abnormal weather conditions, or acts of God.

8.2 If a change in the contract is required due to work suspensions or hindrances and delays, the contract price will be increased according to agreed lump sums, agreed acceleration costs, or other demonstrable costs submitted by the contractor and substantiated to the satisfaction of the owner.

9. Liens

This project is a "public work" under Chapter 255, Florida Statutes. No liens may be filed against the owner. Any claimant may apply to the owner for a copy of this bid and the performance bond (if required of this bid). The claimant shall have a right of action against the contractor and surety for the amount due him/her. Such action shall not involve the owner in any expense. Claims against the contractor or the surety are subject to timely prior notice to both the contractor and the surety as specified in section 255.05, Florida Statutes.

THE CONTRACTOR SHALL INSERT THE FOLLOWING PARAGRAPH IN EVERY SUB-

SUBCONTRACT HEREUNDER:

“Notice: Claims for labor, materials and supplies are not assertable against Kissimmee Utility Authority, and are subject to proper prior notice to the contractor and to the surety, pursuant to Chapter 255 of the Florida Statutes.”

10. Responsibility for Damage to KUA Property

The successful contractor shall use reasonable care to avoid damaging KUA property. If the contractor's failure to use reasonable care causes damage to any of this property, the contractor shall replace or repair the damage at no expense to KUA.

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11. Prohibition of Assignment

Neither the owner nor contractor shall assign, sublet or transfer any interest in this agreement without the written consent of the other. Contractor shall not assign any interest in this agreement, and shall not transfer any interest in the same (whether by assignment or novation), nor shall contractor assign any monies due or to become due to it under this agreement without the prior written consent of the owner thereto. Neither party shall have the power to assign any of the duties or rights or any claim arising out of or related to the agreement, whether arising in tort, contract, or otherwise, without the written consent of the other party. These conditions and the entire agreement are binding on the heirs, successors, and assigns of the parties hereto.

12. Independent Contractor – Not an Employee of KUA

It is understood and agreed that contractor is an independent contractor and not an employee of the owner. The owner will not withhold income taxes, social security or any other sums from the payments made to the contractor herein. The contractor shall in no way hold himself/herself out to any third person as an agent of the owner. All contractors will be solely responsible for all employee’s or agent’s wages. All contractors will be solely responsible for full payment to any outside employment agencies and/or subcontractors.

All persons furnished by contractor shall be considered solely its employees or agents and contractor shall be responsible for payment of all unemployment, social security and other payroll taxes, including making contributions when required by law.

13. Probationary Period

The first ninety (90) days of the contract are to be considered a “probationary” period. At KUA’s election, the successful Bidder’s contract may be terminated, based on the performance of the Bidder, and a new award be granted without another formal bid.

14. No Waiver of Rights

No partial payment made under this agreement shall be evidence of the performance of the agreement either wholly or in part, and no payment shall be construed to be an acceptance of improper material or unsatisfactory performance. No act of the owner in superintending, nor failure to disapprove or reject any material used therein, nor any extension of time for the completion of the material shall be construed as acceptance of the work either wholly or in part. Acceptance shall be evidenced only by the final payment by the owner.

15. Indemnity

To the fullest extent permitted by laws and regulations, and in consideration of one percent of the contract price, the amount of which is included in the contract price,, the successful contractor shall indemnify and save harmless KUA and its board members, officials, directors, partners, consultants, agents, and employees from and against all claims, suits, actions, damages, or causes of action including claims for any personal injury, loss of life, Kissimmee Utility Authority Page 21 of 52 or damage to property arising during the terms of the resulting agreement due to the negligence, recklessness, intentional or otherwise wrongful misconduct of contractor, any subcontractor, sub-supplier, any person or organization directly or indirectly employed by any of them to perform or furnish any of the work or anyone for whose acts any of them may be liable, including but not limited to their agents, employees, invitees, and all other persons in the performance of the services or delivery of goods for which the resulting agreement was entered into by, and for and against any orders, judgments, or decrees, which may be entered thereto, and from and against all costs, attorney's fees, expenses and liabilities incurred in or by reason of the defense of any such claim, suit or action, and the investigation thereof. Nothing in the award, resulting agreement, contract, or purchase order shall be deemed to affect the rights, privileges and immunities of KUA as set forth in Florida Statute 768.28.

The successful contractor(s) covenants and agrees to indemnify and save harmless KUA and to defend from all cost, expenses, damages, attorney's fees, injury or loss to which KUA and/or its board members, officials, directors, partners, consultants, agents, or employees may be subjected by any person, firm, corporation, or organization by reason of any wrongdoing, misconduct, want, or need of care or skill, negligence or default or breach of contract, guaranty, or warranty, by the successful contractor(s), his subcontractor, sub-supplier, any person or organization directly or indirectly employed by any of them to perform or furnish any of the work or anyone for whose acts any of them may be liable.

16. Term, Purchase Orders and Termination

Term

16.1 It is anticipated an Agreement may be awarded for a three (3) year term to begin upon approval and execution by KUA; with the opportunity for additional two

(2) one (1) year renewal periods when in the best interest of KUA. The decision to renew or extend shall be at the discretion of KUA.

Purchase Orders

16.2 P.O.’s are issued electronically. These P.O.’s shall be fully effective and legally enforceable. By furnishing any services in response to a P.O. and/or giving any other indication of acceptance by P.O., the contractor agrees to be bound by all the terms and conditions set forth herein. Every P.O. issued under this above-numbered AR will be considered an enforceable addition to the Contract Documents.

Termination

16.3 Either party to terminate the Contract, with or without cause, given thirty (30) days written notice to the other party.

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16.4 Termination for Cause

16.3.1 KUA may terminate this Contract Agreement, including the continued performance under the Contract Agreement, for cause. Termination for cause includes, without limitation, any of the following events: (1) any default or breach of the Contract Agreement by the contractor; (2) substandard performance by the Contractor and/or the failure by the contractor to comply with any of the conditions and/or specifications set forth in the Contract Documents; (3) unprofessional treatment of KUA customers or employees by the contractor, its partners, employees, agents, subcontractors or anyone…