General_Legal_Representation_(Addendum_#1_Revision).pdf

GENERAL SOLICITATION DOCUMENT

RFP-2024-020

GENERAL LEGAL REPRESENTATION

Gainesville Regional Utilities

301 SE 4th Avenue

Gainesville, FL 32601

RELEASE DATE: January 2, 2024

DEADLINE FOR QUESTIONS: January 19, 2024

RESPONSE DEADLINE: February 2, 2024, 2:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://procurement.opengov.com/portal/gru https://procurement.opengov.com/portal/gru

Gainesville Regional Utilities

GENERAL SOLICITATION DOCUMENT

General Legal Representation

1.0 Introduction

2.0 Instructions

3.0 Pre-Bid/Pre-Proposal Meeting

4.0 Response Submittals

5.0 Examination of Solicitation Documents & Work Site

6.0 Response Preparation

7.0 Technical Specifications/Scope of Work

8.0 Price

9.0 Evaluation Phases

10.0 Deviations from Specifications

11.0 Distribution of Information

12.0 Solicitation Response

13.0 Modification or Withdrawal of a Response To a Solicitation

14.0 Terms of Award

15.0 Public Entity Crimes/Debarment/Suspension/Termination

16.0 Disclosure, Confidentiality

17.0 Lobbying

18.0 Cone of Silence (Blackout Period)

19.0 Collusion

20.0 General Terms And Conditions

21.0 Supplemental Conditions

Attachments:

A - PRICE_PROPOSAL-RFP-2024-020

B - Task Assignment for Legal Services

General Solicitation Document #RFP-2024-020 Title: General Legal Representation

1. Introduction

1.1. Summary

Gainesville Regional Utilities (GRU) is seeking a Law Firm or Lawyer(s) that are State of Florida Certified. The successful Firm or Lawyer (s) will serve as GRU's Attorney or represent GRU in matters requiring legal counsel. The selected firm will provide complete legal representation and general legal services as GRU's Attorney including but not limited to the areas of legislative governmental issues, land use and zoning, ordinances contract language, lease and rental agreements, memorandums of understanding, construction contracts, professional service agreements, and service level agreements. Please see Scope of Work for a full detail of service required for this

Proposal (Response).

1.2. Background

Gainesville Regional Utilities, known as GRU, is a multi-service utility owned by the City of Gainesville. We are the

5th largest municipal electric utility in Florida. Our combined services make us the most comprehensive utility service provider in the state. We serve approximately 93,000 retail and wholesale customers in Gainesville and surrounding areas, offering: electric, natural gas, water, wastewater, telecommunications services.

On June 28, 2023, the governor signed HB-1645 into law and it took effect July 1, 2023. This law changes the oversight of GRU from the City Commission to the new GRU Authority Board, an independent five-member board appointed by the governor. Currently, GRU is focused on a smooth transition from the City Commission to the new

GRU Authority Board.

1.3. Contact Information

Dana Earl

Procurement Specialist III

301 SE 4th Ave. Station 105

Gainesville, FL 32601

Email: earldl@gru.com

Phone: (352) 393-1250

Department:

General Manager's Office

1.4. Timeline

Submitting Questions and Receiving Response:

Bidders shall submit all inquiries regarding this bid via GRU e-Procurement Portal, located at https://procurement.opengov.com/portal/GRU. Please note the deadline for submitting inquiries: 5:00 pm on

Friday, January 19, 2024. All answers to inquiries will be posted on GRU e-Procurement Portal. Bidders shall click

“Follow” on this solicitation to receive all email notifications when answers are posted, addenda issued, & other solicitation notices. It is the responsibility of the bidder to check the website for answers to inquiries.

Addenda Notification and Acknowledgement Addenda Notification:

Bidders are required to register for an account via GRU e-Procurement Portal hosted by OpenGov. Once the bidder has completed registration, they will receive addenda notifications to their email by clicking “Follow” on this project. Ultimately, it is the sole responsibility of each bidder to periodically check the site for any addenda at https://procurement.opengov.com/portal/GRU.

mailto:earldl@gru.com tel:(352)393-1250 https://procurement.opengov.com/portal/GRU

Release Project Date January 2, 2024

Pre-Proposal Meeting (Non-Mandatory) January 16, 2024, 10:30am

Non-Mandatory Preproposal Meeting. This is a Team's

Virtual Meeting Only. Respondent must email or call the

Procurement Representative with email addresses for those attending the meeting.

Question Submission Deadline January 19, 2024, 5:00pm

Question Response Deadline January 25, 2024, 5:00pm

Proposal Submission Deadline February 2, 2024, 2:00pm

Phase 1 Evaluation TBD

Discussions Virtual - TBD if needed. February 19, 2024

Phase 2 Evaluation TBD

2. Instructions

2.1. Definition of Terms for Instructions

• Addendum/Addenda: Written or graphic document(s) issued prior to the Response due date, which make additions, deletions, or revisions to the solicitation or contract documents.

• Agreement: A written Contract between two or more Parties. “Contract” and “Agreement” are synonymous.

• Bid: The written response to a Solicitation.

• Due Date: The date the response is due.

• Non Responsive: A response that does not meet the material requirements of the solicitation.

• Redacted: The censoring of part of a Response.

• Respondent: An individual or business entity that submits a response to a Solicitation.

• Response: A written document submitted by a Respondent in reply to Solicitation.

• Responsive: A response that conforms in all material respects to the requirements set forth in the

Solicitation.

• Solicitation: A written document issued by an agency to obtain information or pricing for goods and/or services. May also be referred to as an Invitation to Bid, Request for Proposal, Request for Quotation, or

Request for Statement of Qualifications.

• Work: Activity involving mental or physical effort done in order to achieve a purpose or result requested in the scope.

3. Pre-Bid/Pre-Proposal Meeting

3.1. Pre-Bid/Proposal Meeting - Non-Mandatory

A meeting will be held virtually via Microsoft Team's on January 16th at 10:30 AM Eastern Time.

Respondents must send participants' email addresses to earldl@gru.com or call (352) 393-1250 by January

15, 2024.

4. Response Submittals

The following information is required with the Response. Failure to provide the following information may be cause for the response to be deemed "non-responsive":

4.1. RESPONDENT’S CERTIFICATION*

Please download the below documents, complete, and upload.

"I hereby propose to provide the goods/services requested in this Solicitation. I agree to hold pricing for at least 60 calendar days from the Solicitation due date. I agree that GRU’s terms and conditions herein take precedence over any conflicting terms and conditions submitted for GRU’s consideration, and agree to abide by all conditions of this

Solicitation.

I certify that all information contained in this Response is truthful to the best of my knowledge and belief. I further certify that I am duly authorized to execute and submit this Response on behalf of the organization as its agent and that the organization is ready, willing and able to perform if awarded.

I further certify that this Response is made without prior understanding, agreement, connection, discussion, or collusion with any other person, company or corporation submitting an offer for the same product or service; no officer, employee or agent of GRU owns or will benefit more than 5% from award of this Solicitation; and the undersigned executed this Respondent’s Certification with full knowledge and understanding of the matters therein contained."

• RESPONDENT’S_CERTIFICATION_...

*Response required

4.2. DRUG-FREE WORKPLACE CERTIFICATION FORM*

Please download the below documents, complete, and upload.

"Preference may be given to a business that certifies that it has implemented a drug-free workplace program.

Pursuant to Section 287.087, Florida Statutes, whenever two or more competitive solicitations that are equal with respect to price, quality, and service are received by the State or by any political subdivision for the procurement of commodities or contractual services, a response received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing tie responses will be followed if none of the tied providers has a drug free workplace program. In order to have a drug-free workplace program, a business shall:

mailto:earldl@gru.com https://procure-now.s3.us-west-2.amazonaws.com/shared-sections/production/905/8c6f4eae-6dca-435c-a389-18e1961533ab_RESPONDENT%E2%80%99S_CERTIFICATION_%28GRU%29.pdf?AWSAccessKeyId=AKIARC2J5PZDCCU66EXN&Expires=1705684107&Signature=HJf4xGlUJqocAtCxLN6OWUbJ5H0%3D&response-content-disposition=attachment%3B%20filename%3D%22RESPONDENT%25E2%2580%2599S_CERTIFICATION_%28GRU%29.pdf%22

1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition.

2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations.

3. Give each employee engaged in providing the commodities or contractual services that are under proposal a copy of the statement specified in Subsection (1).

4. In the statement specified in Subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under proposal, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893, Florida Statutes, or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction.

5. Impose a sanction on any employee who is so convicted or require the satisfactory participation in a drug abuse assistance or rehabilitation program as such is available in the employee's community.

6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of applicable laws, rules and regulations.

As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements."

• DRUG-FREE_WORKPLACE_CERTIFI...

*Response required

4.3. Pricing Response/Table (Attached to this Solicitation)*

Please upload Pricing Response/Table.

*Response required

4.4. Do you have any Clarifications and/or Exceptions to this Solicitation?* Any deviation from this Solicitation must be provided and explained in detail with the Response. Deviations must be explained on a separate page labeled “Clarifications and Exceptions” and included with the Response. Each clarification and exception must correspond to the specific referenced section in the Solicitation. Otherwise, the

Response will be considered in strict compliance with the Solicitation and the selected Respondent will be held accountable for compliance with the Specifications

☐ Yes

☐ No

*Response required https://procure-now.s3.us-west-2.amazonaws.com/shared-sections/production/905/a21c79b9-0219-49ce-901f-924a30de7752_DRUG-FREE_WORKPLACE_CERTIFICATION_FORM_%28GRU%29.pdf?AWSAccessKeyId=AKIARC2J5PZDCCU66EXN&Expires=1705684107&Signature=TqrG0J80he26EIWDwe6m8dCWedA%3D&response-content-disposition=attachment%3B%20filename%3D%22DRUG-FREE_WORKPLACE_CERTIFICATION_FORM_%28GRU%29.pdf%22

4.5. Submittals for required answers in the Technical Specifications/Scope of work should be limited to no more than 35 pages. Submittals should be presented in the order the questions and required responses are presented under each header in the Technical Specifications/Scope of Work. Did you answer and provide all of the responses required?*

☐ Yes

☐ No

*Response required

5. Examination of Solicitation Documents & Work Site

A. Prior to responding to the Solicitation, Respondents are responsible for the following:

1. examining the Solicitation thoroughly,

2. if applicable, visiting the work site to become familiar with local conditions that may affect the cost, progress, performance of furnishing the Work,

3. considering federal, state and local laws and regulations that may impact or affect cost, progress, performance or furnishing of the Work,

4. studying and carefully correlating Respondent’s observations with the Solicitation, and

5. notifying the Purchasing Representative of all conflicts, errors or discrepancies in the Solicitation.

B. Respondents are expected to become fully informed as to the requirements of the Specifications and failure to do so will be at their own risk. Respondents cannot expect to secure relief on the plea of error.

C. A Respondent who is aggrieved in connection with the specifications of this Solicitation may protest in writing to Utilities Purchasing at least seven (7) business days prior to the Response due date.

6. Response Preparation

A. The Pricing Response/Table is included in the Solicitation and should be used to submit pricing information, providing a price for all items listed on the form, unless noted otherwise.

B. Respondent's Certification Form:

1. All blanks on the Form must be legibly completed in ink (computer printed, typed or handwritten).

2. A Response submitted by a corporation must be executed in the corporate name by the president, a vice-president, or other corporate representative and accompanied by a document showing authorization of such person’s authority. Include the physical address and state of incorporation. A

Response submitted by a partnership must be executed in the partnership name and signed by a partner, whose title must appear under the signature, and the physical address of the partnership must be shown below the signature.

3. The names of individuals included on the Respondent’s Certification Form must be legibly printed below signatures (computer printed, typed or handwritten). Respondent must acknowledge receipt of all addenda using the space provided on the Respondent’s Certification Form.

C. Costs for developing a response to the Solicitation are the sole obligation of the Respondent.

D. Respondent’s pricing must include applicable taxes on items purchased or manufactured by Respondent for the project. GRU is exempt from Florida sales taxes for certain purchases. A “Consumer’s Certificate of

Exemption” is available at www.gru.com.

E. Prepare Response in the order of questions and responses required in the Technical Specifications/Scope of Work. Limit the number pages submitted for the responses from the Technical Specifications/Scope of

Work to 35 pages.

7. Technical Specifications/Scope of Work

7.1. Scope of Work

GRU operations provides multiple services including energy generation, energy delivery, natural gas, telecommunications, water, and wastewater. While each of GRU’s operating lines of business and regular business functions have unique needs and legal requirements, the following is a list services that are commonly encountered across all our lines of business. However, Respondents may limit their proposals to specific practice areas or may include additional services which the Respondent believes would enhance the implementation of the proposed Scope of Work. Respondents may provide pricing for subsets of services or for all services proposed.

Pricing for one (1) year with optional extension at GRU's discretion.

The firm or lawyer is expected to provide guidance and representation for the specialty they are assigned. This is dependent on business requirements. Such general legal representations include, but not limited to:

Contract Review

• Assist with developing Utility- wide and customer policies.

• Assist with the development of construction contracts for various design and construction delivery methods, including but not limited to design-bid-build, design build, construction manager at risk

(CM@R), engineering professional service agreements, and procurement and construction (EPC).

• Review contracts for technical service and material procurement for major capital projects.

• Provide interpretation and recommendations for liability and indemnification.

• Assist with interpretation of agreements/contracts.

• Assist with negotiations of agreements.

Claims Review

• Review claims against GRU and make recommendations for settlement.

• Represent and/or provide guidance to the utility in mediation, lawsuits, and hearings Advocate on behalf of GRU in conflict resolution.

Industry compliance and strategy development

• Provide notification and responses to proposed changes to federal regulations, state statutes, county land development codes and city codes and ordinances that could impact GRU’s utility operations.

• Provide regulatory review of permits, consent orders, fines, penalties and notices of non-compliance.

https://www.gru.com/ mailto:CM@R

• Represent and/ or provide guidance to GRU in regulatory enforcement and compliance hearings.

• Develop customized strategies for regulatory and environmental compliance, staying abreast of compliance legislation, and providing a mechanism for GRU's interests to be considered in local, state and national policy and regulatory processes.

• Research and have expertise in industry practices/ utility policies and procedures.

Employee Relations

• Assist with employee separations/terminations.

• Assist with immigration laws.

• Review and assist with developing labor agreements.

• Provide interpretation of labor laws and standards.

Legal Services

• Provide legal representation and advice with respect to environmental permitting, enforcement, and regulatory matters. Environmental legal representation advises on water, wastewater, air, and solid and hazard waste issues.

• Legal assistance concerning Power Purchase Agreement(s) (PPA).

• Representation for insurance litigation and claims

• Legal representation for collection of delinquent accounts

• Legal consultant for business expansion opportunities

• Legal services for general regulatory issues

• Legal services for telecommunication and internet service provider services

• Legal services property tax

• Legal services related to construction contracts.

• legal services for software licensing, risk and cybersecurity

Real Estate

• Reviews real estate documents for form and legality.

• Assists in the creation of verbiage for real estate acquisitions dispositions, title, and special conditions.

• Must be able to provide timely responses to urgent matters such as trespass, cease working on property issuances, and public records requests.

Facilities and Security

• Provide representation regarding physical security issues, i.e. trespassing, signage requirements, etc.

• Provide representation regarding contract terms and breach of contract.

Public Records

• Provide consultation regarding Public Records Requests and related responses.

GRU Authority

• Provide consultation to the GRU Authority.

• Attend GRU Authority meetings and workshops.

Additional

• Please provide other services or resources that are available at an additional cost (if applicable) that are not listed on the Price Proposal.

• Please provide Respondent's Fee for any additional work that GRU will require the successful Respondent to provide that is not otherwise stated herein.

Experience of the Law Firm

Identify whether attorney is certified in city, county, and local government law, the attorney’s professional ratings and/or recognition in the legal community for professional achievement (e.g. Martindale-Hubbell ratings);

recognition or extraordinary participation in Florida Bar, Federal Bar, American Bar Association, local bar associations or professional practices committees, or ratings by other nationally recognized systems.

Provide detail on the attorney’s law firm’s demonstrated experience in representation of cities, counties, special districts, and other governmental entities and the relationship between the attorney and law firm and the identified entity, including:

• Past record of performance for entities described in above paragraph.

• Experience in preparation and drafting or ordinances and advising governmental entities on revision of ordinances, codes or charter issues.

• Attendance at governmental board meetings or City Commission or GRU Authority meetings.

• Knowledge of public finance.

• Knowledge and practice in the area of public works issues, including utilities and utility franchise agreements.

• Representation of entities in litigation.

• Experience or practice in advising entities on Florida Sunshine and public records law, and practice and procedures before local government, legislative, and quasi-judicial bodies.

• Depth of firm and ability to provide comprehensive services.

• Knowledge of and experience in grant submission review.

List all judgments or lawsuits against each attorney or your law firm in the last five (5) years, including the nature of the lawsuit and the resolution thereof.

Provide policy and procedure for dealing with conflicts of interest. Specifically, how do conflicts of interest if you as the attorney or firm represents different positions of an issue get identified and resolved?

Experience of Attorneys

Provide the name and biographical sketch of the attorney who could be assigned to represent or provide representation to GRU. Also provide the names and resumes of other attorneys who will be assigned and attend any of the GRU Authority, City Commission meetings or other meetings, to include the following:

• Whether a member is in good standing of the Florida Bar, and if so, the date of admission. Provide a sealed Certification of Good Standing from the Florida Bar for each attorney.

• If a member in good standing of other bars, identify state and date of admission.

• The area of practice concentration relative to the area of service required by the GRU, including experience in municipal law.

• State as to each attorney whether such attorney is certified in city, county, and local government law by the Florida Bar.

• State as to each attorney whether such attorney is rated by any national rating service and the rating of each attorney.

Provide information as to each of the individual attorney's experience and the firm's experience in representing local governmental entities. That is, identify all current (and for the past five (5) years) municipal, county, or other governmental agencies for which your firm and each attorney who will be assigned to Gainesville Regional Utilites have provided legal representation or advice and the relationship between the law firm and/or each individual attorney and the identified entity.

7.2. Task Assignments

A. The specific scope of services to be provided by Contractor will be mutually agreed to in separate

Purchase Orders and/or Task Assignment. Task Assignments will be between the Contractor and GRU. This

Agreement (Task Assignment) shall provide for the administration, compensation and responsibilities of the Parties [Firm or Lawyers (Contractor) and GRU] relating to legal services on an as needed basis. All related Purchase Orders and Task Assignments will become a part of this Contract. These Purchase Orders and Task Assignments may be amended as provided herein as changes in scope or required levels of work effort are identified. Compensation for services will be as described in the Price Sheet.

B. Services performed at GRU's request beyond those defined in the approved Purchase Order and/or Task

Assignment shall constitute a Change of Scope, which will be documented by a Change Order to be approved in writing by Contractor and GRU before services are performed. Written approval shall be obtained prior to performance of the services.

C. Task Orders will be completed by either the GRU Project Representative or the Contractor for Work greater than $25,000 and submitted to the Procurement Representative for review and routing of signatures. For Work less than $25,000, proposals will be accepted with a description of the Work to be performed along with a cost breakdown in accordance with the price sheet and a Purchase Order will be issued referencing the proposal.

D. Nothing in this Contract shall be construed to prohibit GRU from awarding, authorizing, or directing its work to be performed, whether identified in this Contract or otherwise, to firms other than the

Contractor.

E. GRU may use the Contractor as a Subject Matter Expert.

F. A Task Assignment Template is attached for reference.

8. Price

A. The price stated on the Pricing Response/Table is firm. Any additional charges that were not included in the Response will not be paid by GRU unless approved in writing by an authorized GRU representative.

Subsequent to contract formation, pricing inconsistencies on invoices may be grounds to cancel the contract.

B. If the Respondent offers discounted pricing, such as prompt payment discounts or volume discounts, it must be clearly stated and explained on the Pricing Response Form. Such discounts, if applicable, will not be used in determining award of the Solicitation.

9. Evaluation Phases

9.1. Criteria

No. Evaluation Criteria Scoring Method Weight (Points)

1. APPROACH

Provide two approaches.

A. Approach to scope of work if your

Firm provides full legal representation to Gainesville

Regional Utilities (GRU)

B. Approach to scope of work if you provide supplemental legal services to GRU.

C. Provide response time to urgent/timely issues like trespass, cease working on property issues.

etc.

N/A N/A

2. QUALIFICATIONS

A. Qualifications: Provide a brief summary of your firm’s history, capabilities, and recent (within last five years) relevant experience, including demonstrated experience with similar projects and services, and relevant professional licenses and certifications.

B. Key Personnel: The name, background, and relevant expertise and experience of the firm members proposed to have primary responsibility for employment and labor services required by the GRU.

C. References: List at least three references for whom comparable services were provided within the last five years. Include the name of the client, name of the contact, telephone number of the contact, email address of the contact, brief description of the services provided and your firm’s role, and the start and completion date(s) for the services. Provide at least one client where you had to address a conflict-of-interest issue.

N/A N/A

3. AVAILABILITY AND LOCATION

Physical location and availability of the Firm to attend meetings in person as business requires.

N/A N/A

4. PRICE

A. Price for scope of work if your Firm provides full legal representation of

Gainesville Regional Utilities (GRU)

B. Price for scope of work if you provide supplemental legal services to GRU.

9.2. Phase 2

No. Evaluation Criteria Scoring Method Weight (Points)

1. Discussions - GRU reserves the right to waive

Phase 2.

Discussions are designed to gather additional information to assist with an intent to award. If the decision to conduct discussions, GRU will contact the top three rated Respondents, from evaluation Phase 1, to schedule a time and date for a meeting to be conducted virtually or in person at the GRU Administration building.

10. Deviations from Specifications

A. Any deviation from this Solicitation must be provided and explained in detail with the Response.

Deviations must be explained on a separate page labeled “Clarifications and Exceptions” and included with the Response. Each clarification and exception must correspond to the specific referenced section in the Solicitation. Otherwise, the Response will be considered in strict compliance with the Solicitation and the selected Respondent will be held accountable for compliance with the Specifications.

B. GRU reserves the right to waive clarifications and exceptions to the Solicitation if determined by GRU to be in GRU’s best interest.

11. Distribution of Information

11.1. Receiving Electronic Bids Only

GRU will only accept electronic submission of bids and proposals. Please submit electronic responses via GRU e-

Procurement Portal: https://procurement.opengov.com/portal/GRU. By way of the e-Procurement Portal, responses will be locked and digitally encrypted until the submission deadline passes.

For more information about OpenGov, visit https://procurement.opengov.com.

11.2. GRU's eProcurement Portal

It is the responsibility of the vendor to regularly monitor GRU's eProcurement Portal. Bidders shall click “Follow” on this solicitation to receive all email notifications when answers are posted, addenda issued, & other solicitation notices.

Ultimately, it is the sole responsibility of each bidder to periodically check the site for any addenda at https://procurement.opengov.com/portal/GRU. Vendor failure to retrieve available, required procurement information and include the appropriate documentation and information in solicitation responses may result in disqualification.

12. Solicitation Response

A. Bids may be received up to but not later than 2:00 pm and Friday, February 2, 2024 via GRU e-

Procurement Portal located at https://procurement.opengov.com/portal/GRU. GRU e-Procurement Portal

Clock is the official clock for the determination of all deadline dates and times. Without exception, responses will not be accepted after the submission deadline regardless of any technical difficulties such as poor internet connections. Gainesville Regional Utilities strongly recommends completing your response well ahead of the deadline. By way of the e-Procurement Portal, responses will be locked and digitally encrypted until the submission deadline passes.

https://procurement.opengov.com/portal/GRU https://procurement.opengov.com/portal/GRU https://procurement.opengov.com/portal/gru/projects/69924

B. Responses will be electronically and unsealed publicly opened at the time and place indicated in the

Solicitation and will be available for inspection upon notice of award or intended Award, or within thirty

(30) calendar days after the opening of Responses, whichever occurs first. Prices may be publicly disclosed on GRU’s eProcurement Portal at the sole discretion of Utilities Procurement.

C. The Respondent’s Certification Form must be submitted with the Response. If required, a Bid Bond and other documents must be provided with the Response. If a Bid Bond is required by the Solicitation and not included, the response will be deemed non-responsive.

D. A “No-Bid” Response can be submitted for those who choose not to participate in the Solicitation. This designation can be submitted in GRU’s eProcurement Portal:

https://procurement.opengov.com/portal/gru/projects/69924

13. Modification or Withdrawal of a Response To a Solicitation

A. Changes to a vendor’s bid submittals in GRU's eProcurement Portal can be made up to the deadline date for the bid submittal.

B. After responses have been opened, corrections to the response are permitted only to the extent that

1. Respondent can show by clear and convincing evidence that there was a material and substantial mistake in the preparation of its Response;

2. the nature of the mistake is evident; and

3. the intended pricing is evident.

14. Terms of Award

14.1. Evaluated

Award will be made to the best evaluated Respondent(s) for Response(s) based on price, approach, qualifications, ability and location, etc. for each individual line item, or any combination of line items, as GRU determines to be in its best interest.

14.2. GRU Term & Award Rights

A. GRU reserves the right to reject any and all Responses, or any part thereof, to waive any and all informalities or irregularities, and the right to disregard all nonconforming, nonresponsive, unbalanced or conditional Responses. A responsible Respondent and any selected subcontractors, suppliers, other persons, and/or organizations proposed to perform or furnish the Work have the capacity in all respects to fully perform the Contract requirements and the experience, integrity, reliability, capacity, facilities, equipment, and credit to ensure good faith performance, such capacity and responsibility to be determined solely by GRU. GRU may conduct such investigation as GRU deems necessary to establish the responsibility, qualifications and financial ability of Respondent(s), proposed subcontractors, material suppliers, individuals, or entities to perform the Work in accordance with the Contract. Such information may include, but shall not be limited to, current financial statements, bank records, verifications of availability of equipment and personnel and past performance records.

https://procurement.opengov.com/portal/gru/projects/69924 https://procurement.opengov.com/portal/gru/projects/69924

B. Discrepancies in the multiplication of units of Work and unit prices will be resolved in favor of the unit prices. Discrepancies between the indicated sum of any column of figures and the correct sum thereof will be resolved in favor of the correct sum.

C. If the Contract is awarded, GRU will give the successful Respondent a Notice of Intent to Award within sixty (60) calendar days after the Solicitation due date. All Responses must remain valid for sixty (60) calendar days from the Solicitation due date.

D. When GRU gives a Notice of Award to the successful Respondent, it will be accompanied by the required number of unsigned counterparts of the Contract (or Purchase Order, as applicable) with all attachments.

Within fifteen (15) calendar days thereafter, Respondent must sign and deliver the required number of counterparts of the Contract, attachments, and required Bonds, if applicable. GRU will ultimately provide a fully signed counterpart to the Respondent.

E. Failure on the part of the successful Respondent to execute a Contract within fifteen (15) calendar days after the notice of acceptance may be just cause for annulment of award.

F. GRU may then accept the Response of the next lowest, responsive, responsible Respondent or re-advertise the Solicitation. If the next lowest, responsive, responsible Response is accepted, this acceptance will bind such Respondent as though it was the original successful Respondent.

G. Protests in respect to the intended award must be filed within three (3) calendar days of notice for purchases that do not require prior approval of the GRU Authority, and within seven (7) calendar days for purchases that require prior approval of the GRU Authority. It is the Respondent’s duty to be informed of the intended award and GRU’s protest procedures.

15. Public Entity Crimes/Debarment/Suspension/Termination

A. Pursuant to Chapter 287.133(2)(a) of the Florida Statutes, “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, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work;

may not submit bids, proposals or replies on leases of real property to a public entity; may not be awarded or perform work as contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in sec. 287.017, for Category Two for a period of 36 months following the date of being placed on the convicted vendor list.”

B. Respondent is responsible for compliance with current policies regarding debarment / suspension / termination which have been issued by the Utilities Purchasing Division.

C. The Respondent certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this Solicitation by any governmental department or agency.

16. Disclosure, Confidentiality

Florida’s Public Records Law, Chapter 119, Florida Statutes, includes numerous exemptions to the general requirement to disclose information to the public in response to a public record’s request. Exemptions are found in various provisions of the Florida Statutes, including but not limited to Section 119.071, Florida Statutes (General exemptions from inspection or copying of public records), and Section 119.0713, Florida Statutes (Local government agency exemptions from inspection or copying of public records). Section 815.045, Florida Statutes

(Trade secret information), provides that trade secret information as defined in Section 812.081, Florida Statutes

(Trade secrets; theft, embezzlement; unlawful copying; definitions; penalty) is confidential and exempt from disclosure because it is a felony to disclose such records. The Parties understand and agree that Florida’s Public

Records Law is very broad and that documents claimed by a Party to be confidential and exempt from public disclosure pursuant to the Public Records Law may in fact not be deemed such by a court of law. Accordingly, the following provisions shall apply:

16.1. Identifying Trade Secret or Otherwise Confidential and Exempt Information

For any records or portions thereof that Contractor claims to be Trade Secret or otherwise confidential and exempt from public disclosure under the Public Records Law, Contractor shall:

A. Specifically identify the records or specific portions thereof that are confidential and exempt and reference the particular Florida Statute that grants such status. Provide one redacted copy of the record and one copy of the record with the confidential and exempt information highlighted. Contractor shall take care to redact only the confidential and exempt information within a record.

B. Provide an affidavit or similar type of evidence that describes and supports the basis for Contractor’s claim that the information is confidential and exempt from public disclosure.

16.2. Request for Trade Secret or Otherwise Confidential and Exempt Information

A. In the event GRU receives a public records request for a record with information labeled by Contractor as

Trade Secret or otherwise as confidential and exempt, GRU will provide the public record requester with the redacted copy of the record and will notify Contractor of the public records request.

B. However and notwithstanding the above, in the event that GRU in its sole discretion finds no basis for

Contractor’s claim that certain information is Trade Secret or otherwise confidential and exempt under

Florida’s Public Records Law, then GRU shall notify Contractor in writing of such conclusion and provide

Contractor a reasonable amount of time to file for declaratory action requesting a court of law to deem the requested information as Trade Secret or otherwise as confidential and exempt under Florida’s Public

Records Law. If Contractor fails to file for declaratory action within the reasonable amount of time provided, then GRU will disclose the information requested.

C. If a public records lawsuit is filed against GRU requesting public disclosure of the information labeled by

Contractor as Trade Secret or otherwise as confidential and exempt, GRU shall notify Contractor and

Contractor shall intervene in the lawsuit to defend the nondisclosure of such information under Florida’s

Public Records Law. GRU shall not be obligated to assist in Contractor’s defense.

D. Contractor hereby indemnifies and holds GRU, its officers and employees harmless from any and all liabilities, damages, losses, and costs of any kind and nature, including but not limited to attorney’s fees, that arise from or are in any way connected with Contractor’s claim that any information it provided to

GRU is Trade Secret or otherwise confidential and exempt from public disclosure under Florida’s Public

Records Law.

17. Lobbying

To ensure fair consideration and consistent and accurate dissemination of information for all proposers, GRU prohibits communication to or with any department, employee, or agent evaluating or considering the proposals during the submission process, except as authorized by the contact person. During the blackout period as defined in Florida Statutes Chapter 287.057 (25), except as pursuant to an authorized appeal, no person may lobby, as defined herein, on behalf of a competing party in a particular procurement process, GRU officials or employees except the purchasing designated staff contact in the purchasing division. Violation of this provision shall result in disqualification of the party on whose behalf the lobbying occurred. Lobbying means when any natural person, for compensation, seeks to influence the governmental decision-making, to encourage the passage, defeat or modification of any proposal, recommendation or decision by GRU officials and employees, except as authorized by procurement documents.

18. Cone of Silence (Blackout Period)

Pursuant to Chapter 287.057 (25), Florida Statutes, Respondents to this solicitation or persons acting on their behalf may not contact, between the release of the solicitation and the end of the 72-hour period following the agency posting the notice of intended award, excluding Saturdays, Sundays, and state holidays, any employee or officer of the executive or legislative branch concerning any aspect of this solicitation, except in writing to the procurement officer or as provided in the solicitation documents. Violation of this provision may be grounds for rejecting a response.

19. Collusion

1. Only one (1) response from any individual, firm, corporation, organization or agency under the same or different name will be considered for this Solicitation. Submission of more than one response may result in the rejection of all responses from the Respondent.

2. Respondent, by signing the Respondent’s Certification Form, declares that the Response is made without any previous understanding, agreement, or connections with any persons, firms, or corporations responding on the same items and that it is in all respects fair and in good faith without any outside control, collusion or fraud. A non-exclusive manufacturer/distributor relationship does not, in and of itself, constitute a prior understanding, agreement, connection or collusion between

Responders.

3. By responding to the Solicitation, the Respondent acknowledges that it has not offered or given any gift or compensation to any GRU officer or employee to secure favorable treatment with respect to being awarded this Contract.

20. General Terms And Conditions

20.1. DEFINITIONS.

• Agreement: A written Contract between two or more Parties [“GRU” and “Contractor(s)”]. “Contract” and

“Agreement” are synonymous.

• Deliverable: The completion of a milestone or the accomplishment of a task associated with the Work.

• Specification: A description of the physical or functional characteristics of goods or services as defined in the Solicitation.

• Work: Activity involving effort done in order to achieve a purpose or result requested in the scope.

20.2. COMPLIANCE WITH REFERENCED SPECIFICATIONS.

All Work, materials, systems, or operations specified by reference to standard trade or manufacturer’s published specifications shall comply with the requirements, except as modified by this Contract. The specifications used must be the latest published edition that is in effect on the effective date of this Contract unless a particular edition is specified. In the event of a conflict, the specifications that contain the more stringent requirements will govern.

20.3. CHANGE ORDERS.

GRU shall pay Contractor(s) for the Work at the price[s] stated in this Contract. No additional payment will be made to Contractor(s) except for additional Work or materials stated on a valid change order, and issued by GRU prior to the performance of the added Work or delivery of additional materials. A change order may be issued without invalidating the Contract, if

1. made in writing,

2. signed by the authorized representative(s), and

3. accepted by Contractor(s).

Such change shall include the following: change orders that constitute changes

1. the general scope of Work,

2. the schedule,

3. administrative procedures not affecting the conditions of the Contract, or

4. the Contract price.

20.4. NOTICES.

Notices to Contractor(s) shall be deemed to have been properly sent when electronically or physically delivered to

Contractor(s) address and email. Notices to GRU are deemed to have been properly sent when delivered to

Utilities Purchasing, 301 SE 4th Avenue, Gainesville, Florida 32601 or e-mailed to earldl@gru.com and GRU acknowledges receipt of the email.

20.5. PAYMENT.

A. Invoicing. Contractor(s) is responsible for invoicing GRU for Work performed pursuant to this Contract.

Itemized invoices shall include the following information (if applicable): Contract number, Purchase Order number, item number, job number, description of supplies or services, quantities, unit prices, Work location, GRU Project Representative, job start date, job completion date or other pertinent information.

Itemized invoice(s) must be mailed to Gainesville Regional Utilities, Accounts Payable, P.O. Box 147117, Station A-27, Gainesville, FL 32614-7117 or faxed to 352-334-2964 or e-mailed to accountspayable@gru.com.

B. Receipting Report for Services. An itemized receipting report for services must be provided to the GRU

Project Representative prior to invoicing which includes the number of hours and labor rates by job title, overhead, authorized per diem or travel expenses, and other charges. Receipting reports shall be used by the Project Representative to verify the services rendered.

mailto:accountspayable@gru.com

C. Payment Terms. Unless otherwise agreed upon in writing, GRU’s payment terms are net thirty (30) days from receipt of correct invoice. Contractor(s) shall not submit more than one (1) invoice per thirty-day period. Any delay in receiving invoices, or error and omissions, will be considered just cause for delaying or withholding payment. Invoices for partially completed Work may be allowed with GRU’s prior approval.

All partial invoices must be clearly identified as such on the invoice. Any charges or fees will be governed by current Florida Statutes.

D. Final Payment/Acceptance. The acceptance by Contractor(s) of final payment due on termination of the

Contract shall constitute a full and complete release of GRU from any and all claims, demands and causes of action whatsoever which Contractor(s), its successors or assigns have or may have against GRU under the provisions of this Contract.

20.6. COMPLIANCE WITH LAWS AND REGULATIONS

All City, County, State and Federal laws, regulations and/or ordinances shall be strictly observed. Contractor(s) is responsible for taking all precautions necessary to protect life and property.

20.7. GOVERNING LAW, VENUE, ATTORNEY’S FEES, AND WAIVER OF RIGHT TO JURY TRIAL.

This Contract shall be governed and construed pursuant to the laws of Florida and may not be construed more strictly against one party than against the other. In the event of any legal proceedings arising from or related to this Contract:

1. venue for any state or federal legal proceedings shall be in Alachua County Florida;

2. each Party shall bear its own attorneys’ fees, including any appeals; and

3. for civil proceedings, the Parties hereby waive the right to jury trial.

20.8. VERIFICATION OF EMPLOYEES.

The Contractor shall comply with all applicable requirements of Section 448.095, Florida Statutes, including but not limited to:

1. the Contractor shall register with and use the U.S. Department of Homeland Security’s E-Verify system to verify the work authorization status of all new employees of the Contractor during the term of this Agreement; and

2. the Contractor shall expressly require any subcontractors performing work or providing services pursuant to this Agreement to likewise register with and use the U.S. Department of Homeland

Security’s E-Verify system to verify the work authorization status of all new employees of the subcontractor during the term of this Agreement. Section 448.095, Florida Statutes, states the statute must be construed in a manner that is fully consistent with any applicable federal laws or regulations, and therefore this section does not apply to this Agreement to the extent that this section would be inconsistent with any federal laws or regulations that are applicable to this Agreement.

20.9. SOVEREIGN IMMUNITY.

Nothing in this Contract shall be interpreted as a waiver of GRU’s sovereign immunity as granted pursuant to

Section 768.28 Florida Statutes.

20.10. SEVERABILITY.

If any provision of this Contract is declared by a court to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected; and the rights and obligations of the Parties shall be construed and enforced as if this Contract did not contain the particular provision held to be invalid.

20.11. ASSIGNMENT.

GRU or Contractor(s) shall not assign or transfer, in whole or in part, any right or obligation pursuant to this

Contract, without the prior written consent of the other Party.

20.12. AUDIT OF RECORDS.

Contractor(s) shall maintain records sufficient to document completion of the scope of services pursuant to this contract. At all reasonable times, these records shall be made available to review, inspect, copy and audit by persons duly authorized by GRU. These records shall be kept for a minimum of three (3) years after termination of this Contract. Records that relate to any litigation, appeals or settlement of claim arising pursuant to the performance of this Contract shall be made available until a final disposition has been made of such litigation, appeal, or claim.

20.13. NONEXCLUSIVE REMEDIES.

Except as expressly set forth in this Contract, the exercise by either Party of any of its remedies under this Contract shall be without prejudice to its other remedies under this Contract or otherwise.

20.14. ADVERTISING.

Contractor(s) shall not publicly disseminate any information…