GRU_Administration_Building_Security_Fence.pdf

RFP 2026-042

GRU ADMINISTRATION BUILDING SECURITY FENCE

Gainesville Regional Utilities

301 SE 4th Avenue

Gainesville, FL 32601

Attachments:

A - AdminBuildingFencePlan B - Fence Pic 1 C - Fence Pic 2 D - Fence Pic 3 E - Fence Pic 4

1. Instructions

It is the bidders responsibility to read and understand all instructions in this section.

1.1. Definitions 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.

• 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.

• Design Build Entity: The firm or firms collaborating to provide engineering and/or construction services including the Respondent. This term can be used to reference the engineer and contractor together or individually.

• Design Build Team: The entire team including the Design Build Entity and their proposed subcontractors and subconsultants.

1.2. Authorized Procurement Representative

The Procurement Representative for this Solicitation/Contract is Robbin Odowski. Respondents 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. All answers to inquiries will be posted on GRU e-Procurement Portal. Respondents shall click “Follow” on

General Solicitation Document #RFP 2026-042 Title: GRU Administration Building Security Fence this bid to receive an email notification when answers are posted. It is the responsibility of the respondent to check the website for answers to inquiries.

1.3. Examination of Solicitation Documents and Work Site

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 Procurement Representative of all conflicts, errors or discrepancies in the Solicitation.

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.

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

1.4. References

A contact person listed as a reference shall be someone who has personal knowledge of the Firm's performance for the specific project listed. The contact person shall have been informed that they are being used as a reference and that GRU may be contacting them. The references shall be a principal, owner or a representative of the owner of the project that is listed by the Firm in its list of prior experience. Contractors or sub-contractors who will provide services for the Project shall not be accepted as references. Do not list principals or officers who will not be able to answer specific questions regarding the projects listed under prior experience. Failure of references listed to respond to GRU's inquiries may negatively impact the responsiveness of the Firm's response to this solicitation.

1.5. Interpretations and Addenda

All questions about the meaning or intent of the Solicitation are to be directed to the Procurement 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 Procurement Representative. Only questions answered by formal written Addenda will be binding.

Addenda may also be issued to modify the Solicitation as deemed advisable by the Procurement Representative.

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.

1.6. 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. The Respondent’s Certification Form must be legibly completed in ink (computer printed, typed or handwritten).

o 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.

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

o Respondent must acknowledge receipt of all addenda using the space provided on the

Respondent’s Certification Form.

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

1.7. Price

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.

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.

1.8. Deviations from Specifications

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

Deviations must be explained on a separate page labeled “Exceptions and Clarifications” and included with the Response. Each exception and clarification 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.

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

1.9. Exceptions and Clarifications

While a responsive bid meets all material requirements of the solicitation, GRU may waive non-material requirements. Some requirements cannot be waived without adversely impacting the competitive bid process. If, during bid evaluation, there is any doubt as to the materiality of any exception or clarification, Utilities Procurement and/or the Utilities Attorney shall be consulted before acceptance of a bid. Similarly, a bid will not be rejected without such consultation.

1.10. 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.

The OpenGov portal allows the following:

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

a. Access procurement documents and related information.

b. Receive automatic and instant notifications of government opportunities.

c. Download solicitation documents and specifications online.

d. Submit your bids and proposals online.

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

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

g. 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. Respondents 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 respondent 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.

1.11. Solicitation Response

Bids may be received up to but not later than 2:00 pm on Tuesday, March 17, 2026 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.

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 GRU Procurement.

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.

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/234464

1.12. Submitting Questions and Receiving Answers

Respondents 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: 4:00 pm on Monday, March 9, 2026. All answers to inquiries will be posted on GRU e-Procurement Portal.

Respondents shall click “Follow” on this solicitation to receive all email notifications when answers are https://procurement.opengov.com/ https://procurement.opengov.com/portal/gru/projects/234464 https://procurement.opengov.com/portal/GRU https://procurement.opengov.com/portal/GRU https://procurement.opengov.com/portal/gru/projects/234464 posted, addenda issued, & other solicitation notices. It is the responsibility of the respondent to check the website for answers to inquiries.

Addenda Notification and Acknowledgement Addenda Notification:

Respondents are required to register for an account via GRU e-Procurement Portal hosted by OpenGov.

Once the respondent 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 respondent to periodically check the site for any addenda at https://procurement.opengov.com/portal/GRU.

1.13. Cancellation of Solicitation

Procurement may determine, at its sole discretion, that it is in GRU's best interest to cancel a solicitation before the bid due date, either for the purpose of reissuing the solicitation or because there is no longer the need for the equipment, materials or services. Any responses to the solicitation received by Procurement will not be opened but will be maintained pursuant to the State of Florida’s Records Retention Schedules, as may be modified from time to time.

1.14. Modification or Withdrawal of a Response

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

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

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

b. the nature of the mistake is evident; and

c. the intended pricing is evident.

1.15. 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 F.S. 287.133, 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.

1.16. Bid Bond

A Bid Bond is required. Responses must be accompanied by a Bid Bond using the Bid Bond form provided and made payable to the City of Gainesville, d/b/a Gainesville Regional Utilities, in the amount of five percent (5%) of the price submitted. The Bid Bond amount will be paid to GRU if the successful Respondent fails to execute a Contract with GRU or accepts the receipt of the purchase order within fifteen (15) calendar days after award notice.

https://procurement.opengov.com/portal/gru/projects/234464

1.17. Terms of Award

Award will be made to the best evaluated Respondent(s) for Response(s) based on Price, Technical Approach, Contractor Experience and Qualifications, Project Schedule, Safety Program and Record, Warranty and Maintenance Support for each individual line item, or any combination of line items, as GRU determines to be in its best interest.

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.

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 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.

1.18. Responsible/Responsive Bidder

A responsible bidder has the capability to perform the contract requirements in all respects, including the experience, integrity, reliability, capacity, facilities, equipment, and good credit, which will help assure good faith performance. A bidder’s qualifications may be considered in making an award recommendation. GRU has the right to verify the qualifications of a bidder as GRU deems appropriate either before or after the bid opening.

A responsive bidder has submitted a bid which fully conforms in all material respects to the solicitation’s requirements, as determined solely by GRU. “Material” respect refers to factors of importance which help to ensure that the bidder will adequately comply with the prerequisites of the solicitation by performing the work in the manner specified, or providing equipment or goods meeting specifications.

If GRU determines either that a bidder is not responsible, or the bid submitted is nonresponsive, written notice will be sent by the Procurement representative to the bidder, setting forth the basis of the finding. The failure of a bidder to promptly supply such information to support their company’s capabilities as may be requested by the Procurement representative may be grounds for GRU to determine that the bidder is not responsible. Similarly, the failure of a bidder to promptly supply information in connection with an inquiry may be grounds for a determination of non-responsiveness.

GRU may, in the exercise of its sole discretion, require a prequalification process in connection with any bid. In such case, a prequalification form is sent to bidders to complete which helps GRU assess the bidder’s qualifications and experience. Bidders are notified whether or not they qualify to participate in the solicitation. The form may also be modified for submittal with the bid response based on the type of goods or services needed. If a prequalification process is not used, GRU may also elect to award the solicitation based on an evaluated process.

1.19. Evaluation Criteria

Bids will be evaluated using a best value methodology. Award will be made to the responsive and responsible bidder whose proposal provides the highest overall value based on the criteria and weights listed below.

Failure to meet mandatory requirements may result in disqualification.

35% Price: Total lump sum cost including materials, labor, equipment, permitting, and warranty

25% Technical Approach: Quality of materials, fence/gate design, installation methodology, constructability, durability, and compliance with specs

15% Contractor Experience and Qualifications: Similar projects completed, years in business, staff qualifications, references

15% Project Schedule: Realistic timeline, sequencing, ability to minimize site disruption

5% Safety Program and Record: EMR, OSHA logs, written safety plan

5% Warranty and Maintenance Support: Warranty length, responsiveness, spare parts, service capability

1.20. Discussions and Best and Final Officer

It is anticipated that the evaluation committee may have discussions based on written proposals received by responsive Respondents. GRU reserves the right to waive discussions should it be deemed unnecessary.

GRU may, at its sole discretion, conduct a Best and Final Offer (BAFO) round to this solicitation. Should this round be conducted, the Procurement Representative will issue a request to include instructions, deadline, and addenda as applicable.

1.21. Notification of Award

Procurement will notify bidders of the recommended award of the contract with reasonable promptness. The notification will be through an award letter, issuance of a purchase order, execution of a contract or other appropriate means of communication. Procurement will be responsible for obtaining required submittals from the successful bidder such as the insurance certificate, bonds, purchase order acceptance or contract, as required.

1.22. Multiple Awards

If bid documents provide for award to more than one bidder, multiple awards may be made to bidders under one solicitation. The provision to make multiple awards should be considered when it appears likely that the equipment, materials, or services available from a sole bidder will not meet the needs of GRU or it is in the best interest of GRU to purchase from multiple vendors.

1.23. 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 no person may lobby, as defined herein, on behalf of a competing party in a particular procurement process, GRU officials or employees except the Procurement designated staff contact in the Procurement Department. 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.

1.24. Blackout Period

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.

1.25. Collusion

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.

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.

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.

1.26. Debarment/Suspension/Termination

The Procurement 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 Procurement 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

Procurement 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 Procurement 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.

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 respondent or its affiliates have committed any act which would have been cause for debarment, or were on the convicted vendor list, at or prior to the acceptance of the bid.

If GRU discovers, after a contract is awarded and performance has begun, that the respondent 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. Technical Specifications/Scope of Work

2.1. Scope

The selected vendor shall provide all labor, materials, and equipment necessary for the installation of a perimeter security system as follows:

• Fencing Infrastructure: Installation of approximately 6-foot high black aluminum industrial-grade fencing around the designated property perimeter.

• Custom Gates: Design and installation of four (4) custom-built gates tailored to provide secure vehicular access to the employee parking lots. Four pedestrian gates must be constructed to allow sidewalk access. All gates must be lockable via padlock.

• Access Control Hardware: Supply and installation of two (2) new high-cycle barrier arms and a commercial-grade card reader pedestal at the primary drive-through entrance. Exit will be via ground loop detection.

• System Integration: All automated gates, barrier arms, and readers must be fully compatible and integrated with the existing Lenel OnGuard access control platform.

• Technical Compliance: Vendors are responsible for ensuring all electrical and data connections for the barrier arms and readers meet manufacturer specifications for seamless communication with the Lenel head-end.

Project Goals

The primary objective of this project is to create a robust, aesthetically professional, and technologically integrated physical barrier that accomplishes the following:

• Deterrence & Delay: Establish a clear "hardened" perimeter that serves as a formidable psychological and physical deterrent to unauthorized entry or pre-operational surveillance.

• Operational Continuity: Ensure the Administrative Building can maintain 24/7 operations securely, even during periods of elevated regional threat levels.

• Access Management: Integrate the fencing solution with existing electronic access control (EAC) systems to streamline authorized employee entry while effectively managing visitor flow.

• Asset Protection: Secure the immediate grounds of the headquarters, including the employee parking areas and high-value infrastructure entry points.

Timeline and Delivery

• Project Duration: Total site work, installation, and integration must last no more than six (6) weeks from the date of commencement.

• Hard Deadline: All work must be completed, tested, and commissioned by July 31, 2026.

2.2. Lenel OnGuard Integration

Potential subcontractors who are certified to perform Lenel OnGuard integration:

Convergint Inc. - 540-431-0125

Security101 - 904-612-7827

WW Gay Fire - Sciens Corp. 904-387-7973

3. General Terms and Conditions

3.1. Definitions

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

“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 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 the Contract or Purchase Order. The specifications used must be the latest published edition that is in effect on the effective date of the Contract or Purchase Order 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 for Work at the price[s] stated in the Contract or Purchase Order. No additional payment will be made to Contractor except for additional work stated on a valid change order and issued by GRU prior to the performance of the added work. A change order may be issued without invalidating the Agreement, if

• made in writing;

• signed by the authorized representative(s), and

• accepted by Contractor

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

• Statement of Work,

• Schedule

• administrative procedures not affecting the conditions of the Agreement, or

• the Agreement price

3.4. Notices

Notices to Contractorshall be deemed to have been properly sent when delivered to Contractor's physical address and/or email.

Notices to GRU are deemed to have been properly sent when emailed to purchasing@gru.com, mailed to P.O. Box 147117 Station A105, Gainesville, FL 32614 or delivered to Utilities Procurement Department, 301 SE 4th Avenue, Gainesville, Florida 32601 and GRU acknowledges receipt.

3.5. Compliance with Laws and Regulations

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

3.6. Governing Law, Venue, Attorney's Fees, and Waiver of Right to Jury Trial

The Contract or Purchase Order 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 Agreement:

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

• each Party shall bear its own attorneys’ fees except to the extent that Agreement agrees to indemnify GRU as described in Supplemental Conditions, including any appeals; and

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

3.7. e-Verify

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

• 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

• 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.

3.8. Sovereign Immunity

Nothing in the Contract or Purchase Order shall be interpreted as a waiver of GRU’s sovereign immunity as granted pursuant to Section 768.28 Florida Statutes.

3.9. Severability

If any provision of the Contract or Purchase Order 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 the Contract or Purchase Order did not contain the particular provision held to be invalid.

3.10. Assignment

GRU or Contractor shall not assign or transfer, in whole or in part, any right or obligation pursuant to the Contract or Purchase Order, without the prior written consent of the other Party.

3.11. Audit of Records

Contractor shall maintain records sufficient to document completion of the scope of services pursuant to the Contract or Purchase Order. 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 the Contract or Purchase Order. Records that relate to any litigation, appeals or settlement of claim arising pursuant to the performance of the Contract or Purchase Order shall be made available until a final disposition has been made of such litigation, appeal, or claim.

3.12. Nonexclusive Remedies

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

3.13. Advertising

Contractor shall not publicly disseminate any information concerning the Contract or Purchase Order without prior written approval from GRU, including but not limited to, mentioning the Contract or Purchase Order in a press release or other promotional material, identifying GRU as a reference, or otherwise linking Contractor’s name and either a description of the Contract or Purchase Order or the name of the GRU in any material published, either in print or electronically, to any entity that is not a party to the Contract, except potential or actual authorized distributors, dealers, resellers, or service representative.

3.14. Modification of Terms

The Contract or Purchase Order constitutes the entire agreement between the Parties. No oral agreements or representations shall be valid or binding upon GRU or Contractor. No alteration or modification of the Contract or Purchase Order, including substitution of product, shall be valid or binding unless authorized by GRU. Contractormay not unilaterally modify the terms of the Contract or Purchase Order 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 order or fiscal forms or any other documents forwarded by Contractor for payment. An acceptance of product or processing of documentation on forms furnished by Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions.

3.15. Waiver

Any delay or failure by GRU to exercise or enforce any of its rights pursuant to the Contract or Purchase Order 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.

3.16. 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 records 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 119.0715, Florida Statutes (Trade Secrets Held by an Agency), exempts trade secrets from release as a public record, but also provides that public employees cannot be held liable if they, acting in good faith, release a public record that contains a trade secret. 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:

• 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:

o 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.

o 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.

Request for Trade Secret or Otherwise Confidential and Exempt Information.

• 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.

• 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.

• 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.

• 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.

“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.

3.17. Public Records

If Contractor 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:

• Keep and maintain public records, as defined in Section 119.011(12) of the Florida Statutes, required by GRU to perform the service.

• 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.

• 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.

• 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.

• 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 AGREEMENT, CONTACT THE

GRU CUSTODIAN OF PUBLIC RECORDS AT 352-393-1211,

PUBLICRECORDSREQUEST@GRU.COM , PO BOX 147117, STATION E3E,

GAINESVILLE, FL 32614.

3.18. 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 https://www.gru.com/WorkWithGRU/Procurement/PurchaseOrders.

3.19. 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 the Contract or Purchase Order. Contractor understands and agrees that a violation of this clause shall be considered a material breach of the Contract or Purchase Order and may result in termination of the Contract or Purchase Order. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party.

3.20. Anti-Human Trafficking

Pursuant to section 787.06(14), Fla. Stat., when a Contract is executed, renewed, or extended the Contractor and any subcontractors must provide GRU with an affidavit, signed by an officer or a representative of the Contractor and any subcontractors under penalty of perjury, attesting that the Contractor and subcontractor does not use coercion of labor or services as those terms are defined in this section.

3.21. Prohibition Against Consideration of Social, Political, or Ideological Interest in Government Contracting

In accordance with Section 287.05701(2)(a), F.S. (2023), GRU may not request documentation of or consider a vendor's social, political, or ideological interests when determining if the vendor is a responsible vendor, and may not give preference to a vendor based on the vendor's social, political, or ideological interests.

3.22. Compliance/Consistency with Scrutinized Companies Provisions of Florida Statutes.

Section 287.135(2)(a), Florida Statutes, prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to section 215.4725, Florida Statutes, or is engaged in a boycott of Israel. Section 287.135(2)(b), Florida Statutes, further prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services over one million dollars ($1,000,000.00) if, at the time of contracting or renewal, the company is on either the Scrutinized Companies with Activities in Sudan List mailto:PublicRecordsRequest@GRU.com https://www.gru.com/WorkWithGRU/Procurement/PurchaseOrders or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, both created pursuant to section 215.473, Florida Statutes, or the company is engaged in business operations in Cuba or Syria.

Accordingly, Contractor hereby certifies that Contractor is not listed on any of the following:

• the Scrutinized Companies that Boycott Israel List,

• Scrutinized Companies with Activities in Sudan List, or

• the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List.

Contractor further hereby certifies that Contractor is not engaged in a boycott of Israel or engaged in business operations in Cuba or Syria. Contractor understands that pursuant to section 287.135, Florida Statutes, the submission of a false certification may subject Contractor to civil penalties,…