Generator_Maintenance_&_Service_(Addendum_#3_Revision).pdf

GENERAL SOLICITATION DOCUMENT

Solicitation-2024-044

GENERATOR MAINTENANCE & SERVICE

Gainesville Regional Utilities

301 SE 4th Avenue

Gainesville, FL 32601

RELEASE DATE: January 24, 2024

DEADLINE FOR QUESTIONS: February 2, 2024

RESPONSE DEADLINE: February 23, 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

Generator Maintenance & Service

1.0 Introduction

2.0 Instructions

3.0 General Terms and Conditions

4.0 Supplemental Conditions

5.0 Technical Specifications/Scope of Work

6.0 Pricing Proposal

7.0 Response Submittals

8.0 Evaluation

General Solicitation Document #Solicitation-2024-044 Title: Generator Maintenance & Service

1. Introduction

1.1. Summary

Gainesville Regional Utilities (GRU) maintains a total of seventy-seven generators. These generators are critical to the daily operations of GRU. Sixty-six of these generators are fixed and located at sites throughout the City of

Gainesville and eleven are portable units. The purpose of this solicitation is to find a responsible contractor to provide services for the Inspections, Service, Maintenance, and Emergency Service/Repair for these generators.

1.2. Background

The Contractor shall provide all labor, transportation, supplies, materials, parts, tools, scaffolding, machinery, hoists, employee safety equipment, equipment, lubricants, supervision, and all other work, materials, and incidentals expressly required for the inspection, service, maintenance, and repairs for Gainesville Reginal Utilities generators. All generators and related equipment shall be maintained per the specifications outlined below, and in full compliance with any local, state or federal regulations.

1.3. Contact Information

Zoe King

Procurement

301 SE 4th ave

Gainesville, FL 32601

Email: kingsl@gru.com

Phone: (352) 393-1251

Department:

Facilities

1.4. Timeline

Release Project Date January 24, 2024

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

Question Response Deadline February 9, 2024, 2:00pm

Proposal Submission Deadline February 23, 2024, 2:00pm

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.

mailto:kingsl@gru.com tel:(352)393-1251

• Best and Final Offer (BAFO): The final proposal submitted after competitive negotiations are completed that contains the Responders most favorable terms.

• 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.

2.2. EXAMINATION OF SOLICITATION DOCUMENTS AND WORK SITE.

A. Prior to responding to the Solicitation, Respondents are responsible for the following: (a) examining the

Solicitation thoroughly, (b) if applicable, visiting the work site to become familiar with local conditions that may affect the cost, progress, performance of furnishing the Work, (c) considering federal, state and local laws and regulations that may impact or affect cost, progress, performance or furnishing of the

Work, (d) studying and carefully correlating Respondent’s observations with the Solicitation, and (e) 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.

2.3. INTERPRETATIONS AND ADDENDA.

A. All questions about the meaning or intent of the Solicitation are to be directed to the Purchasing

Representative, unless stated otherwise in the Solicitation. Interpretations or clarifications considered necessary in response to such questions will be issued by Addenda sent to all parties recorded as having received the Solicitation. Questions received less than seven (7) business days prior to the Response due date/time may not be answered by the Purchasing Representative. Only questions answered by formal written Addenda will be binding.

B. Addenda may also be issued to modify the Solicitation as deemed advisable by the Purchasing

Representative.

C. Addenda issued by GRU prior to the Solicitation due date/time are considered binding as if written into the original Solicitation. Respondents are responsible for ensuring that all addenda have been received prior to submitting their Response.

2.4. RESPONSE PREPARATION.

A. The Pricing Response Form 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. All blanks on the Respondent’s Certification Form must be legibly completed in ink (computer printed, typed or handwritten).

C. 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.

D. The names of individuals included on the Respondent’s Certification Form must be legibly printed below signatures (computer printed, typed or handwritten).

E. Respondent must acknowledge receipt of all addenda using the space provided on the Respondent’s

Certification Form.

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

G. 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 .

2.5. PRICE.

A. The price stated on the Pricing Response Form 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.

2.6. 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.

http://www.gru.com/

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

2.7. DISTRIBUTION OF INFORMATION.

GRU requires electronic submission of bids and proposals. 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.

1. Access procurement documents and related information.

2. Receive automatic and instant notifications of government opportunities.

3. Download solicitation documents and specifications online.

4. Submit your bids and proposals online.

5. See all the forms and documents you need to complete in one place.

6. Receive and respond to government requests for quotes immediately.

7. Automatic notification of awards.

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

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.

2.8. SOLICITATION RESPONSE.

A. Bids may be received up to but not later than 2:00 pm and Friday, February 23, 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.

B. Responses will be electronically 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 Purchasing.

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.

https://procurement.opengov.com/portal/GRU https://procurement.opengov.com/ https://procurement.opengov.com/portal/gru/projects/75129 https://procurement.opengov.com/portal/GRU

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/75129

2.9. SUBMITTING QUESTIONS AND RECEIVING RESPONSES.

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: 2:00 pm on

Friday, February 2, 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.

2.10. 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.

2.11. TERMS OF AWARD

Award will be made to the best evaluated Respondent(s) for Response(s) based on (Ex: price, delivery, warranty, local, SBE, etc.) for each individual line item, or any combination of line items, as GRU determines to be in its best interest.

1. 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/75129 https://procurement.opengov.com/portal/GRU https://procurement.opengov.com/portal/gru/projects/75129

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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 Gainesville Regional Utility Authority (GRUA), and within seven (7) calendar days for purchases that require prior approval of the Gainesville Regional

Utility Authority (GRUA). It is the Respondent’s duty to be informed of the intended award and GRU’s protest procedures.

2.12. TERM OF AGREEMENT

The term of this Contract shall be for the term of three (3) years. Commencement will take place on the effective date and will terminate three (3) years from the effective date.

This Contract may be extended for two one-year periods, upon mutual agreement of the Parties.

Beyond the extensions described above, this Contract may be extended for an additional six (6) months to allow for completion of a new solicitation.

2.13. 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.

2.14. 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:

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.

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.

2.15. LOBBYING.

To ensure fair consideration and consistent and accurate dissemination of information for all proposers, the

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.

2.16. 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.

2.17. COLLUSION.

A. 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.

B. 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.

C. 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.

2.18. DEBARMENT/SUSPENSION/TERMINATION.

Debarment/Suspension. The purchasing representative is authorized to suspend a vendor from consideration for award of contracts if there is probable cause to believe that the vendor has engaged in activity which might lead to debarment. The suspension shall be for a period not to exceed three months.

After reasonable notice to the vendor involved and reasonable opportunity for that vendor to be heard, the purchasing representative, after consulting with the GRU Attorney, is authorized to debar a vendor for cause from consideration for award of contracts. The debarment shall be for a period of not more than three years. The causes for debarment include:

(a) Conviction for commission of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of such contract or subcontract, within five years of a proposed award;

(b) Conviction under State or Federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty which currently, seriously, and directly affects responsibility as a GRU contractor, within five years of a proposed award;

(c) Conviction under state or federal antitrust statutes arising out of the submission of bids or proposals, within five years of a proposed award;

(d) Violation of contract provisions, as set forth below, of a character which is regarded by the purchasing representative to be so serious as to justify debarment action, within five years of a proposed award:

(I) Deliberate failure without good cause to perform in accordance with the specifications or within the time limit provided in the contract; or

(II) A record of failure to perform or of unsatisfactory performance in accordance with the terms of one or more contracts; provided that failure to perform or unsatisfactory performance caused by acts beyond the control of the contractor shall not be considered to be a basis for debarment;

(e) For any provision of, or offer, gift or agreement to provide, any gratuity, kickback or offer of employment to any current or former GRU employee in connection with any decision, approval, disapproval, recommendation, or preparation of any part of a program requirement or a purchase requisition, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy or other particular matter, pertaining to any program requirement or a contract or subcontract, or to any solicitation or proposal, within three years of a proposed award;

(f) For any payment, gratuity, kickback or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order, within three years of a proposed award;

(g) For retaining a person or soliciting or securing a GRU contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except for retention of bona fide employees or bona fide established commercial selling agencies for the purpose of securing business, within three years of a proposed award;

(h) During the period of a contract with GRU, employing, or offering employment to, any current

GRU employee participating directly or indirectly in the procurement process, within three years of a proposed award;

(i) Any other cause the purchasing representative determines to be so serious and compelling as to affect responsibility as a GRU contractor, including debarment by another governmental entity for any cause listed in this Section;

(j) The foregoing is supplemental to any applicable provisions of Section 287.133, Florida

Statutes (F.S.), as amended. In the event of any conflict between this provision and the requirements of said statute, the statute shall prevail.

REJECTION OF BIDS/TERMINATION OF CONTRACT

Previously solicited and/or accepted bids may be rejected or acceptance revoked prior to beginning of performance upon discovery by GRU that the bidder or its affiliates have committed any act which would have been cause for debarment, or were on the convicted vendor list prepared under the provisions of

Section 287.133, F.S., as amended, at or prior to the acceptance of the bid.

If GRU discovers, after a contract is awarded and performance has begun, that the bidder or its affiliates have committed any act subsequent to or prior to award or acceptance which would have been cause for debarment had it been discovered prior to award or acceptance, GRU may consider such to be a material breach of the contract and such shall constitute cause for termination of the contract.

2.19. PANDEMIC CONDITIONS SAFETY GUIDELINES

COVID-19 has changed the jobsite. Contractors need to work with owners to identify potential risks on each site during construction activities and develop a safety plan for their employees, visitors and inspectors.

Contractors need to review and enhance their infection control plans to include awareness, training, and use of personal protective equipment.

Below are some of the practices and precautions being used and implemented across jobsites:

▪ Review and adjust project schedules to allow for social distancing, including staggered work scheduling and extra shifts to physically separate employees working on site.

▪ Develop a written policy with provisions to inform employees and for enforcement.

▪ Complete a health survey prior to entering a work site.

▪ Conduct job site safety briefings remotely and do not report to construction trailers.

▪ Provide facilities and procedures for proper disposal and removal of used cleaning and PPE supplies.

▪ Eliminate coffee and lunch trucks and use of centralized gathering or eating areas. Advise employees to bring their own food, drink, and utensils.

▪ Encourage employees to change and wash clothing when they get home or to use on site facilities, if available.

▪ Prepare additional contingency plans for potential reduction in work force, limited material supplies, or the need to suspend a job site for cleaning.

▪ Plan for maintaining job sites safely and securely during any shut down periods, including from fires during construction and potential exposure hazards.

▪ Work with owners and facility managers to ensure essential ITM work is continued, systems remain in service, and impairments continue to be addressed immediately.

▪ Work with building and fire officials to schedule plan reviews, permitting, and field inspections.

▪ Review and comply with OSHA requirements for employers to prevent employee exposure to the virus including PPE standards requiring gloves, goggles or safety glasses, face protection, and respiratory protection.

The CDC has not made specific recommendations for the construction industry regarding COVID exposures;

however, the published best practices include:

▪ Monitor and follow WHO/CDC/OSHA recommendations.

• www.coronavirus.com

• www.cdc.gov/coronavirus

• https://www.osha.gov/Publications/OSHA3990.pdf

▪ Monitor and follow federal, state, and local government mandates and recommendations.

▪ Practice social distancing as recommended by the CDC to include maintaining a six-foot distance, no shaking hands, no gathering of more than ten (10) people, covering mouth and nose when sneezing or coughing, and avoid touching your face.

▪ Stay home if you are sick.

▪ Provide a process to recognize and remove sick employees.

▪ Provide facilities for and encourage frequent hand washing and sanitizing.

▪ Allow and encourage employees to work from home where possible.

▪ Provide additional resources and technology to assist remote employees.

▪ Cancel in person meetings and shift meetings to online.

▪ Only allow essential employees in the office and on job sites.

▪ Eliminate visitors.

▪ Eliminate travel.

▪ Make provisions for additional cleaning including restrooms, equipment, tools, and commonly touched areas.

3. General Terms and Conditions http://www.coronavirus.com/ http://www.cdc.gov/coronavirus https://www.osha.gov/Publications/OSHA3990.pdf

3.1. 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.

• Free on Board (FOB) Destination: The Contractor(s) is responsible for delivery of materials to a specified delivery point. The risks of loss are borne by the seller or consignee. Title passes when delivery is received by the buyer at destination. Seller has total responsibility until shipment is delivered.

• 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.

3.2. 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.

3.3. 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.

3.4. 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 Procurement Department, 301 SE 4th Avenue, Gainesville, Florida 32601 or e-mailed to kingsl@gru.com and GRU acknowledges receipt of the email.

3.5. 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.

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. Lien Release. Before the final acceptance of the Work and payment by GRU, Contractor(s) shall furnish to

GRU an affidavit and final waiver that all claims for labor and materials employed or used in the construction of said Work have been settled and no legal claim can be filed against GRU for such labor and materials. If such evidence is not furnished to GRU, such amounts as may be necessary to meet the unsatisfied claims may be retained from monies due to Contractor(s) under this Contract until the liability has been discharged.

E. 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.

3.6. 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.

3.7. 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 except to the extent that Contractor agrees to indemnify GRU as described in

Supplemental Conditions, including any appeals; and (3) for civil proceedings, the Parties hereby waive the right to jury trial.

mailto:accountspayable@gru.com

3.8. 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.

3.9. 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.

3.10. 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.

3.11. 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.

3.12. 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.

3.13. 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.

3.14. ADVERTISING.

Contractor(s) shall not publicly disseminate any information concerning the Contract without prior written approval from GRU, including but not limited to, mentioning the Contract in a press release or other promotional material, identifying GRU as a reference, or otherwise linking Contractor(s)’s name and either a description of the

Contract or GRU in any material published, either in print or electronically, to any entity that is not a party to

Contract, except potential or actual authorized distributors, dealers, resellers, or service representative.

3.15. MODIFICATION OF TERMS.

This Contract constitutes the entire agreement between the Parties. No oral agreements or representations shall be valid or binding upon GRU or Contractor(s). No alteration or modification of this Contract, including substitution of product, shall be valid or binding unless authorized by GRU. Contractor(s) may not unilaterally modify the terms of this Contract by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard preprinted forms, product literature, “shrink wrap” terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto Contractor(s)’s order or fiscal forms or any other documents forwarded by Contractor(s) for payment. An acceptance of product or processing of documentation on forms furnished by Contractor(s) for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions.

3.16. WAIVER.

Any delay or failure by GRU to exercise or enforce any of its rights pursuant to this Contract shall not constitute or be deemed a waiver of GRU’s right thereafter to enforce those rights, nor will any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

3.17. DISCLOSURE AND 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:

A. 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:

1. 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.

2. 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.

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

1. 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.

2. 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.

3. 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.

4. 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.

C. “Work Product" may include creative work which may lead to programs, intellectual properties, computer software, computer programs, codes, text, hypertext, designs, and/or any other work products associated with or arising directly out of the performance of the Work.

3.18. PUBLIC RECORDS.

If Contractor(s) is either a “contractor” as defined in Section 119.0701(1)(a), Florida Statutes, or an “agency” as defined in Section 119.011(2), Florida Statutes, Contractor shall:

A. Keep and maintain public records, as defined in Section 119.011(12) of the Florida Statutes, required by

GRU to perform the service.

B. Upon request from GRU’s custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.

C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to GRU.

D. Upon completion of the contract, transfer, at no cost, to GRU all public records in possession of the contractor or keep and maintain public records required by GRU to perform the service. If the contractor transfers all public records to GRU upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to GRU, upon request from GRU’s custodian of public records, in a format that is compatible with the information technology systems of GRU.

E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,

FLORIDA STATUTES, AS TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS CONTRACT, CONTACT THE GRU CUSTODIAN OF PUBLIC RECORDS AT

(352) 393-1240, PURCHASING@GRU.COM, OR 301 SE 4TH AVENUE, GAINESVILLE FL

32601.

3.19. SALES TAX.

Respondent’s pricing shall 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.

3.20. ANTI-DISCRIMINATION.

Contractor shall not discriminate on the basis of race, color, religion, sex, gender, national origin, marital status, sexual orientation, age, disability or gender identity, or other unlawful forms of discrimination in the performance of this Contract.