PR_9509__DeSlagging_SEC_Units_1_and_2_for_Outage.pdf

SCM-RFQ-T-02 – Request for Quote Term Contract Template v2.0 – 8/29/23

Re qu es t f or Q uo te

(R

FQ

) f or

Te rm

C on tr ac t Orlando Utilities Commission Orlando, Florida Effective 10/2023

RFQ PR 9509 for De-Slagging SEC Units 1 and 2 for Outage

Date Issued: 10/5/2026

Pre-response Conference: None Scheduled At This Time

Date of Pre-response Conference: N/A

Date Due: Monday, October 26, 2026 no later than 2:00 pm local time

Direct all inquiries to the Buyer of Record: Jon McLester

407-457-7135 jmclester@ouc.com

Orlando Utilities Commission Reliable Plaza 100 West Anderson Street Orlando, Florida 32801

1. Quotation to be submitted on VendorLink (if applicable) or emailed to jmclester@ouc.com

2. RFQ number must be placed on the subject line of email responses

3. VendorLink help can be accessed by calling 407-222-1885, or by emailing support@evendorlink.com.

mailto:support@evendorlink.com

Orlando Utilities Commission RFQ PR 9509 – De-Slagging SEC Units 1 and 2 for Outage

SCM-RFQ-T-02 – Request for Quote Term Contract Template v2.0– 8/29/23

1 INTRODUCTION

Orlando Utilities Commission (OUC) is an electric and water municipal utility serving Orlando, Florida and portions of surrounding Orange County. OUC also has an Inter-local agreement with the City of St. Cloud, Florida for the management of its electric utility. Currently we serve more than 380,000 customers. To obtain general information about OUC go to www.ouc.com.

1.1 SCOPE OF WORK SUMMARY

Orlando Utilities Commission (OUC) is looking for a Supplier to furnish all necessary labor and material to perform work for Explosive Cleaning to Stanton Energy Center Units 1 and 2 B&W Radiant Reheat Boilers.

1.2 PRE-RESPONSE CONFERENCE

N/A

1.3 TERM OF CONTRACT

The proposed contract shall extend for up to three (3) year(s) with the option to renew for an additional two (2) year period upon mutual agreement.

1.4 PRICE AND COSTS

Prices documented in the submitted Quotation must remain firm throughout the contract period.

Refer to Attachment B: Pricing.

1.5 INVOICES

Send all invoices to Accounts Payable, Attention: Manager, Orlando Utilities Commission, PO Box 3193, Orlando, FL 32802, or e-mail to accountspayable@ouc.com. In order to ensure prompt payment, the Purchase Order (PO) number must be referenced on the invoice.

1.6 PAYMENTS

OUC shall have the option to make payments by check, procurement card, wire transfer, or Automated Clearing House to the bank account(s) identified by the Supplier.

1.7 SPECIFICATIONS

Refer to Attachment A:Detailed Scope and Specifications.

http://shareouc/procuretopay/Shared%20Documents/Linked%20Procedures%20and%20Artifacts/www.ouc.com

SCM-RFQ-T-02 – Request for Quote Term Contract Template v2.0– 8/29/23

2 RFQ SUBMITTAL CHECKLIST

Bidders shall complete all the forms checked (✓) below, and include them in the quotation submittal package with any other information.

Provide a written signature on all original forms and, when required, a notary stamp. Download from the links below, scan, & submit these forms with the quotation.

Response

Written response to scope of work and specification

Pricing

Provided at time of quotation

Acknowledgement

Sworn Statement on Public Entity Crimes and Scrutinized Companies Under Florida Statutes, Section 287.133 (3) (a) and 287.135 (Link)

Dispute Disclosure (Link)

Provided at time of award

Copy of Insurance Certificate(s)

Copy of Company’s Business License

W-9 Form http://www.ouc.com/docs/procurement/proc_public_entity_crimes_form.pdf?sfvrsn=2 http://www.ouc.com/docs/procurement/proc_public_entity_crimes_form.pdf?sfvrsn=2 http://www.ouc.com/docs/procurement/proc_dispute_disclosure_form.pdf?sfvrsn=2 http://www.ouc.com/docs/procurement/proc_w9_form.pdf?sfvrsn=2

3 ACKNOWLEDGEMENT

Unless otherwise stated, all Terms and Conditions regarding this RFQ can be found at the links below:

☐ General Conditions for Goods (Link) ☒ General Conditions for Services (Link)

☐ Goods and Services (Link) ☐ General Consulting Services (Link)

☐ Information Technology (IT) Professional-Consulting Services Agreement (Link)

By signing below, I acknowledge legal authority to execute this document and affirm that Supplier is compliant with all requirements of Section 287.133(3) and 287.135 of the Florida Statutes and no allegations or default, law suit, or investigation by any regulatory or professional association have been initiated against Supplier, its officers, and/or employees in the regular course of business within the last five (5) years.

If selected, prior to award, the Supplier agrees to provide proof of insurance as required, which may include General Liability, Worker’s Compensation, and Automotive.

The quote must be signed by an authorized agent or officer of the company or other legal entity.

OUC reserves the right to award any item or group of items to one or more suppliers, or to make no award.

The Supplier agrees to all terms and conditions that may be contained in the Purchase Order and expressly waives all terms and conditions that may be contained in their quotation and such terms and conditions shall be null and void.

SUPPLIER’S LEGAL NAME (print or type) ____________________________________________________________

QUOTED BY (print or type name) __________________________________________________________________

QUOTED BY (signature) _________________________________________ DATE ____________________________

Telephone ______________________ Email ____________________________ https://oucfl.sharepoint.com/:b:/r/sites/shareouc2/procuretopay/Shared%20Documents/Linked%20Procedures%20and%20Artifacts/FINAL%20General%20Conditions%20for%20Goods.pdf https://oucfl.sharepoint.com/:b:/r/sites/shareouc2/procuretopay/Shared%20Documents/Linked%20Procedures%20and%20Artifacts/FINAL%20General%20Conditions%20for%20Services.pdf https://oucfl.sharepoint.com/:b:/r/sites/shareouc2/procuretopay/Shared%20Documents/Linked%20Procedures%20and%20Artifacts/FINAL%20General%20Terms%20and%20Conditions%20for%20Goods%20and%20Services.pdf https://oucfl.sharepoint.com/:b:/r/sites/shareouc2/procuretopay/Shared%20Documents/Linked%20Procedures%20and%20Artifacts/FINAL%20General%20Terms%20and%20Conditions%20for%20Consulting%20Services.pdf https://oucfl.sharepoint.com/:b:/r/sites/shareouc2/procuretopay/Shared%20Documents/Linked%20Procedures%20and%20Artifacts/Information%20Technology%20(IT)%20Professional-Consulting%20Services%20Agreement_Template.docx https://oucfl.sharepoint.com/:b:/r/sites/shareouc2/procuretopay/Shared%20Documents/Linked%20Procedures%20and%20Artifacts/Information%20Technology%20(IT)%20Professional-Consulting%20Services%20Agreement_Template.docx https://oucfl.sharepoint.com/:b:/r/sites/shareouc2/procuretopay/Shared%20Documents/Linked%20Procedures%20and%20Artifacts/Information%20Technology%20(IT)%20Professional-Consulting%20Services%20Agreement_Template.docx

DETAILED SCOPE AND SPECIFICATIONS

1. Deslag Furnace. Remove slag and residual ash from the firebox, burners, access doors, viewports, and all pendant superheaters that may pose a risk to personnel entering the furnace.

All surfaces should be free of residual ash and require no further cleaning to commence work.

This work is to be carried out from the furnace access doors and viewports without personnel entering the furnace. Estimate sixty (60) shots will be required for the boiler for a standard cleaning.

2. Work Period. The contractor will begin work after all coal burners and igniters are out of service and the furnace has cooled to a safe working temperature, estimated to be six hours after removal of flames. At least one induced draft fan will remain in operation for the duration of the work. All work will be done within a single twelve hour shift.

3. Safety. The contractor will be responsible for complying with OUC’s safety policies and programs. All contractor personnel will attend a mandatory safety training session supplied by OUC prior to beginning work on site. This training will be offered the day prior to work commencing and is mandatory. A copy of the contractor’s safety training program will be made available for OUC’s Safety Department’s review thirty (30) days prior to the commencement of work. Proof of successful completion on this training will be provided to OUC’s Safety Department prior to any work commencing. During blasting operations the contractor shall at a minimum, barricade off both the floor above and below the floor they are working on as well as post warning signs on the unit elevator to inform plant personnel of the work. Prior to each detonation the contractor shall make an announcement over the plant PA system as well as sound an audible horn.

4. Licensing. The contractor shall have all necessary licenses, permits, and certifications for performing this type of work in the state of Florida.

PRICING

The undersigned bidder proposes to provide Orlando Utilities Commission with specified services in accordance with the detailed scope and specifications herein. The following price shall include all equipment, materials, labor, tools, and any other items necessary to provide the services.

1.0 Mobilization using a per explosive shot cost approach (includes items 1.1 through 1.5 below).

1.1 Mobilization cost per Job (to include all travel related expenses for personnel, shipping of equipment, materials and supplies, and to the site).

$________________ / Price in Words__________________________________

1.2 Demobilization cost per Job (to include all travel related expenses for personnel, shipping of equipment, materials and supplies, cost from the site).

1.3 Daily Per Diem per Man (to cover any meals, hotel and other related expenses for each overnight stay).

1.4 Each Explosive Shot Cost – Specify any minimums applicable to per explosive shot cost approach.

Minimum Shot Charge Per Hour $_______________________________________

Minimum Shot Charge Per Mobilization $_________________________________

1.5 Other (If other cost is used Bidder is to provide details of what is included within this cost item, otherwise if not appliable please specify as N/A).

2.0 Straight Time and Materials Cost Approach

2.1 Labor Rates per Man/Hour

Supervisor

Straight Time____________________Dollars/hour/man

Over Time ______________________Dollars/hour/man

Technician

Straight Time____________________Dollars/hour/man

Over Time ______________________Dollars/hour/man

Provide your firms definition of Overtime

2.2 Material Markup __________%

2.3 Equipment Rates - Supplier to provide a copy of its Equipment Rates Sheet.

Note: Total Cost on items with markup are calculated by multiplying the invoice price times (1+ markup percentage).

3.0 Standby

3.1 Standby Cost – Cost per day to mobilize on contingent basis resulting in no explosive shot work being needed.

$________________________________/Day

QUESTIONS

1. What is the minimum advance notice time required by your firm to respond and mobilize on site to provide the explosive cleaning services on a project-by-project basis?

2. Does your firm offer any discounted payment terms for early payment? Example: 2% 10 net 30 days or other

YES ( ) No ( )

If yes, please indicate the specific discounted payment term offered by your firm for this work. _________________

INVITATION TO PRE-RESPONSE CONFERENCE

N/A

TABLE OF CONTENTS GENERAL

CONDITIONS FOR SERVICES

LEGAL REVISION – 5-12-23

GC 1.0 ENTIRE CONTRACT

GC 2.0 SCOPE

GC 3.0 INSPECTION, ACCEPTANCE OR REJECTION OF SERVICES

GC 4.0 TITLE TO MATERIALS

GC 5.0 SITE ACCESS CONDITIONS

GC 6.0 DRUG-FREE WORKPLACE

GC 7.0 PROTECTION OF PROPERTY AND PUBLIC LIABILITY

GC 8.0 INSURANCE

GC 9.0 WARRANTY

GC 10.0 PAYMENT OF INVOICES

GC 11.0 INDEMNIFICATION

GC 12.0 TERMINATION FOR DEFAULT

GC 13.0 TERMINATION FOR OUC’S CONVENIENCE

GC 14.0 LAWS AND REGULATIONS

GC 15.0 COMPLIANCE WITH CRITICAL INFRASTRUCTURE COMPLIANCE

GC 16.0 TAXES AND PERMITS

GC 17.0 INDEPENDENT CONTRACTOR

GC 18.0 HAZARDOUS MATERIALS

GC 19.0 REGULATORY COMPLIANCE

GC 20.0 PROJECTS REQUIRING NOTIFICATION OF ENVIRONMENTAL DEPARTMENT

TABLE OF CONTENTS (continued)

GC 21.0 WAIVERS

GC 22.0 NO-THIRD PARTY BENEFICIARIES

GC 23.0 SEVERABILITY

GC 24.0 ASSIGNMENT AND SUBLETTING OF CONTRACT

GC 25.0 FINAL PAYMENT/WAIVER

GC 26.0 CLAIMS FOR LABOR

GC 27.0 BINDING EFFECT

GC 28.0 TIME IS OF THE ESSENCE

GC 29.0 RIGHT TO INSPECT/AUDIT DOCUMENTS

GC 30.0 GOVERNING LAW

GC 31.0 FORCE MAJEURE

GC 32.0 DISPUTE PROCESS

GC 33.0 OUC’S EQUIPMENT

GC 34.0 CONDITIONS FOR EMERGENCY/HURRICANE OR DISASTER

GC 35.0 INFRINGEMENT OF PATENTS, COPYRIGHTS AND TRADE SECRETS

GC 36.0 PUBLIC R E C O R D S NOTICE

GC 37.0 E-VERIFY REQUIREMENTS

GC 1.0 ENTIRE CONTRACT.

These General Terms and Conditions and the Contract for which they are being provided (including attachments thereto) (the “Contract”) constitute the entire Contract between the Orlando Utilities Commission (“OUC”) and the Party providing Services under the Contract (the “Supplier”).

GC 2.0 SCOPE.

Supplier shall provide those services and related materials set forth in the specifications attached to this Contract or those in the bid package, if applicable bid package, if any, (the “Services”) on or before the agreed dates (if applicable) scheduled for the performance of the Services.

GC 3.0 INSPECTION, ACCEPTANCE OR REJECTION OF SERVICES.

All Services shall be subject to OUC’s final acceptance at the time of completion.

OUC may accept or reject Services within a reasonable time after receipt by OUC.

The making or failure to make any inspection of, or payment for or acceptance of the Services shall in no way impair OUC’s right to reject or revoke its acceptance of nonconforming Services, or to avail itself of any other remedies to which OUC may be entitled, notwithstanding OUC’s knowledge of the nonconformity, its substantiality or ease of discovery.

GC 4.0 TITLE TO MATERIALS.

Title, free of any and all liens and encumbrances, and risk of loss or damage to materials provided by Supplier as part of the Services shall pass to OUC upon installation at the OUC designated facility at which the Services are to be performed (the “Facility”).

GC 5.0 SITE ACCESS CONDITIONS.

OUC shall provide Supplier access to the Facility as necessary to perform the Services. Access shall be subject to Supplier’s obligation to comply with the following conditions:

5.1 Supplier shall confine its activities to only those portions of the Facility necessary for performance of the Services.

5.2 Supplier shall take all safety measures reasonably necessary to protect OUC, its permitees and licensees and the property of each, from injury or damage caused by or resulting from the performance of Services. Supplier shall follow any and all safety and security procedures established by OUC for the Facility.

In the event of a security emergency, OUC may deny Supplier access to a Facility or request that Supplier leave the Facility.

5.3 Supplier’s performance of Services shall not interfere with the use, occupancy or enjoyment of the Facility by OUC.

5.4 No work or activity performed as part of the Services shall cause OUC to be inviolation of any requirement of law nor shall Supplier or any agent, employee or representative violate any federal, state or local laws while performing Services.

GC 6.0 DRUG FREE WORKPLACE.

The Supplier’s and subcontractor’s personnel who perform the work in connection with this Contract shall conform to the Orlando Utilities Commission (OUC) Alcohol and Controlled Substance Abuse Policy. This policy may be found on the Orlando Utilities Commission’s website, www.ouc.com under “Supplier Information”.

GC 7.0 PROTECTION OF PROPERTY AND PUBLIC LIABILITY.

The Supplier shall be accountable for any damages resulting from his operations. He shall be fully responsible for the protection of all persons including members of the public, employees of OUC, and employees of other Suppliers or Subcontractors, and all public and private property including structures, sewers, and utilities, above and below ground.

GC 8.0 INSURANCE.

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

The requirements specified herein as to types, limits, and OUC's approval of insurance coverage to be maintained by the Supplier and his subcontractors are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by the Supplier and his subcontractors under this Contract.

Any insurance carried by OUC that may be applicable shall be deemed to be excess insurance and the Supplier's insurance primary for all purposes despite any conflicting provision in the Supplier's policies to the contrary.

8.1 Certificates of Insurance.

At the time of execution of this Contract and each subcontract, but in any event prior to commencing work at the jobsite, and as a condition precedent to the Supplier's and his subcontractors' initiation of performance, the Supplier and his subcontractors shall furnish OUC with certificates of insurance as evidence that policies providing the required coverage and limits of insurance are in full force and effect. The certificates shall provide that any Supplier issuing an insurance http://www.ouc.com/ policy for the work under this Contract shall provide not less than 30 days advance notice in writing to OUC prior to cancellation, termination, or material change of any policy of insurance. In addition, the Supplier shall immediately p rov ide w r i t t e n no t i ce t o OUC upon rece ip t o f no t i c e o fcancellation of an insurance policy or a decision to terminate or alter an insurance policy. All certificates of insurance shall clearly state that all applicable requirements have been satisfied, including certification that the policies are of the "occurrence" type. Certificates of insurance for Supplier- and subcontractor-furnished insurance and notices of any cancellations, terminations, or alterations of such policies shall be mailed to OUC, at the addresses listed in the Contract.

8.2 Additional Insureds.

All insurance coverages furnished under this Contract except Workers' Compensation, Employers' Liability and Professional liability shall include OUC, and their partners, commissioners, directors, officers, agents, and employees as additional insureds with respect to the activities of the Supplier and his subcontractors.

Notwithstanding any other provision of these policies, the insurance afforded shall apply separately to each insured, named insured, or additional insured with respect to any claim, suit, or judgment made or brought by or for any other insured, named insured, or additional insured as though a separate policy had been issued to each.

OUC shall not by reason of their inclusion under these policies incur liability to the insurance carrier for payment of premium for these policies.

8.3 Waiver of Subrogation.

The Supplier and his subcontractors shall require their insurance carriers, with respect to all insurance policies, to waive all rights of subrogation against OUC, their partners, commissioners, directors, officers, agents, and employees and against other Suppliers and subcontractors.

8.4 Workers' Compensation and Employer’s Liability.

This insurance shall protect the Supplier against all claims under applicable state workmen's compensation laws. The Supplier shall also be protected against claims for injury, disease, or death of employees that, for any reason, may not fall within the provisions of a workmen's compensation law. This policy shall include an "all states" or "other states" endorsement.

Exemption certificates shall be accepted if valid during the term of the Contract, but only for those eligible corporate officers pursuant to Chapter 440, Florida Statutes. Proof of workers’ compensation coverage must still be provided for all employees, sub-contractors not eligible for exemption.

The liability limits shall not be less than:

Workers' compensation Statutory Employer’s liability $1,000,000 each occurrence

8.5 Comprehensive Automobile Liability.

This insurance shall be written in comprehensive form and shall protect the Supplier and the additional insureds against all claims for injuries to members of the public and damage to property of others arising from the use of motor vehicles, and shall cover operation on or off the site of all motor vehicles licensed for highway use, whether they are owned, non-owned, or hired.

Bodily injury and $1,000,000 limit each occurrence property damage

8.6 Commercial General Liability.

This insurance shall be an "occurrence" type policy (excluding automobile liability) written in comprehensive form and shall protect the Supplier and the additional insureds against all claims arising from bodily injury, sickness, disease, or death of any person or damage to property of OUC or others arising out of any act or omission of the Supplier or his agents, employees, or subcontractors. This policy shall also include protection against claims insured by usual bodily injury liability coverage, a "contractual liability" endorsement to insure the contractual liability assumed by the Supplier under the article entitled INDEMNIFICATION, and "Completed Operations and Products Liability" coverage (to remain in force for 2 years after final payment and subsequent to project completion). OUC may allow in its sole discretion, a combination of General Liability coverage and Umbrella coverage to satisfy required liability limits

If the Supplier's work, or work under its direction, requires blasting, explosive conditions, or underground operations, the comprehensive general liability coverage shall contain no exclusion relative to blasting, explosion, collapse of structures, or damage to underground property.

Bodily injury and $2,000,000 limit each occurrence property damage

8.7 Supplier’s Pollution Liability.

This insurance provides environmental liability coverage for claims caused by pollution events arising out of contractor operations or completed operations of the contracted services performed by or on behalf of the insured contractor.

Coverage must apply to Bodily Injury including death, property damage, including physical damage, loss of use, clean-up costs, defense costs and loss of use of property/equipment on site but not otherwise damaged or destroyed.

Such coverage must remain in force for two (2) years after final payment and subsequent to project completion. Limits of liability will not be less than Two Million ($2,000,000) Dollars in combined single limits for bodily injury and property damage.

GC 9.0 WARRANTY.

The Supplier warrants that all the services furnished hereunder shall be produced and furnished in compliance with all applicable federal state and local laws, orders and regulations. OUC shall have the benefit of all warranties implied at law, and all express warranties made by the Supplier. Unless others specified herein, the Supplier shall obtain all permits necessary for performance under this Contract.

Supplier warrants that the Services performed hereunder will reflect competent professional knowledge and judgment.

GC 10.0 PAYMENT OF INVOICES.

Payment of each Supplier invoice by OUC shall be made within thirty (30) days after the date of receipt of Supplier’s invoice and verification of compliance of the Services with the terms of the specifications attached to this Contract or in the bid package, if applicable. OUC reserves the right to withhold payment for any non- conforming Services provided by Supplier.

GC 11.0 INDEMNIFICATION.

Supplier shall to the maximum extent permitted by law defend, indemnify, and hold harmless OUC, its commissioners, officers, directors, and employees from and against all claims, damages, losses, and expenses, (including but not limited to fees and charges of attorneys or other professionals and court and arbitration or other dispute resolution costs) arising out of or resulting from (i) all third party claims for labor and materials furnished under the specifications attached to this Contract or those in the bid package, if applicable, for which OUC may become liable for payment under the laws of the state, (ii) the performance of Services by Supplier or any person or organization directly or indirectly employed by the Supplier to furnish any of the Services or anyone for whose acts any of them may be liable, (iii) breach of the terms of the Contract by Supplier or any person or organization directly or indirectly employed by the Supplier to perform any of the Services, (iv) violations of applicable law by Supplier or any person or organization directly or indirectly employed by the Supplier to perform any of the Services or anyone for whose acts any of them may be liable, (v) injury or disease or death of third parties (including OUC employees and agents and those of Supplier), or damage to property caused by the negligence, strict liability or willful misconduct of the Supplier or any person or organization directly or indirectly employed by the Supplier to perform any of the Services or anyone for whose acts any of them may be liable. Notwithstanding anything in this Section to the contrary, the liability of Supplier under this Section for the indemnification of OUC, its commissioners, officers, directors and employees shall not exceed the greater of (i) the price paid by OUC under the Contract for the Services or (ii) Two Million ($2,000,000) Dollars.

GC 12.0 TERMINATION FOR DEFAULT.

If the work to be done under this Contract is abandoned by the Supplier; or if this Contract is assigned by him without the written consent of the OUC; or if the Supplier is adjudged bankrupt; or if a general assignment of his assets is made for the benefit of his creditors; or if a receiver is appointed for the Supplier or any of his property;

or if he fails to properly manage the work; or if he persistently refuses or fails to supply enough properly skilled workmen or proper material; or if he fails to make prompt payment to Subcontractors for material or labor; if the performance of the work under this Contract is being unnecessarily delayed; the Supplier is violating any of the conditions of this Contract; he is executing the same in bad faith or otherwise not in accordance with the terms of said Contract; or if the work is not substantially completed within the time named for its completion or within the time to which such completion date may be extended; then OUC may serve written notice upon the Supplier of said OUC's intention to terminate this Contract. Unless within ten (10) business days after the serving of such notice an arrangement satisfactory to OUC is made for continuance of this Contract. OUC may, at its option, terminate this Contract. OUC may further pursue any rights or remedies to which it may be entitled at law or in equity.

If, after termination pursuant to this article, it is determined for any reason that the Supplier was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to GC.13, TERMINATION

FOR OUC’S CONVENIENCE.

GC 13.0 TERMINATION FOR OUC’S CONVENIENCE.

OUC shall have the right in its sole discretion to terminate by written notice, in whole or in part, the Contract for its convenience. OUC shall pay Supplier for any Services performed under the specifications attached to this Contract or those in the bid package, if applicable, prior to the termination date.

GC 14.0 LAWS AND REGULATIONS.

The Supplier shall observe and comply with all ordinances, laws, codes and regulations, and shall protect and indemnify OUC and OUC's commissioners, officers and agents against any claim or liability arising from or based on any violation of the same. Supplier shall be responsible for obtaining and maintaining any licenses, permits, and/or other authorizations of any kind required for the performance of the Services.

GC-15.0 Compliance with Critical Infrastructure Protection (CIP).

If the Supplier will require access to any of the OUC assets listed below (“High &

Medium (H&M) Covered Assets”) in order to provide the Services under this Agreement, then the Supplier shall provide the OUC NERC Compliance Standards (NCS) department via email at NERCCompliance@OUC.com with a list of Supplier employees or agents that will be performing the services so that they can be cleared for access to H&M Covered Assets per the regulations of the Federal Energy Regulatory Commission (FERC).

15.1 H&M Covered Assets include:

15.1.1 High Impact BES Cyber Systems (HIBCS) and the system’s associated:

A. Electronic Access Control and Monitoring Systems (EACMS) B. Physical Access Control Systems (PACS)

15.1.2 Medium Impact BES Cyber Systems (MIBCS) with External

Routable Connectivity (ERC) and the system’s associated:

A. EACMS

B. PACS

15.1.3 BES Cyber System Information (BCSI) storage locations, whether physical or electronic

15.2 Clearing Supplier Employees and Agents

15.2.1 In order to be cleared for access and gain CIP Clearance to H&M Covered Assets, the Supplier must complete a Personnel Risk Assessment (PRA). The PRA consists of a 7-year background check and an Identity Verification (IDV) process. The final step before receiving CIP Clearance is the completion of online CIP Training assigned to the Supplier. The OUC NSC department shall facilitate the PRA and Training processes.

15.2.2 If there is any change of status in the employment of any Supplier employee or agent granted access to the H&M Covered Assets, the Supplier is responsible for alerting the OUC NSC department in writing via email to NERCCompliance@ouc.com within 24 hours. For purposes of this section, change in status means an individual who is no longer employed by the Supplier to perform Services on the H&M Covered Assets or who no longer has a need for such access under this Agreement. Failure to provide such notice may result in a violation of FERC regulations.

GC 16.0 TAXES AND PERMITS.

The Supplier shall pay all sales, use, and other taxes that are lawfully assessed mailto:NERCCompliance@OUC.com mailto:NERCCompliance@ouc.com against OUC or Supplier in connection with the work included in this Contract and shall obtain and pay for all licenses and inspections required for the work.

GC 17.0 INDEPENDENT CONTRACTOR.

The relation of the Supplier to OUC shall be that of an independent Contractor.

GC 18.0 HAZARDOUS MATERIALS.

Any equipment used in performing the Services and containing Hazardous Materials or materials that are considered Hazardous Materials shall be packaged, shipped, handled, labeled and disposed of by Supplier in a manner that complies with all federal, state and local laws or regulations applicable to Hazardous Materials. No Hazardous Materials shall be stored by Supplier at the Facility before, during or after the performance under this Contract. Supplier shall, at its expense, remove, transport and dispose of all Hazardous Materials (i) brought by Supplier to the Facility or (ii) disturbed by Supplier’s performance under this Contract or created by Supplier’s use, handling or combination of non-hazardous materials brought by Supplier to the Facility. For purposes of the Contract, the term “Hazardous Materials” shall mean any substance which by law requires special handling, containment or disposal, including without limitation “hazardous substances” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 USC Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 USC Sections 5101, et seq.), “hazardous wastes” as defined in the Resource Conservation and Recovery Act, as amended (42 USC Sections 9601, et seq.), “toxic substances” as defined in the Toxic Substance Control Act as amended (15 USC Section 2601 et seq.), as amended and in the regulations adopted, published, and promulgated pursuant thereto.

GC 19.0 REGULATORY COMPLIANCE.

Supplier warrants that in performing the Services it shall comply, when applicable, with all federal, state and local laws and regulations including but not limited to the following:

(a) Comprehensive Environmental Response, Compensation and Liability Act of

1980 as amended by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"), 42 U.S.C. §9601, et seq. (hereinafter collectively "CERCLA");

(b) Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 ("RCRA") and subsequent Hazardous and Solid Waste Amendments of 1984, also known as the 1984 "RCRA" amendments, 42 U.

S.C. §6901 et seq.;

(c) Toxic Substance Control Act, as amended, 15 U.S.C. §2601 et seq.;

(d) Hazardous Material Transportation Act, 49 U.S.C. §1801, et seq.;

Any other federal, state or local law, regulation, ordinance or order pertaining to the environment not included above.

GC 20.0 PROJECTS REQUIRING NOTIFICATION OF ENVIRONMENTAL DEPARTMENT.

If Supplier determines that it will become necessary as part of the Services to excavate soils or pump groundwater or storm water and such activities were not contemplated under the specifications attached to this Contract or attached to the bid package, if applicable, Supplier may not proceed with that portion of the Services until notice has been provided to OUC and OUC’s approval in writing to proceed has been granted.

GC 21.0 WAIVERS.

The failure of either Party to enforce at any time any of the provisions of the Contract or to require at any time performance by the other Party of any of such provisions, shall in no way be construed to be a waiver of such provision, nor in any way to affect the validity of the Contract, or any parts thereof, or the right of either Party thereafter to enforce each and every provision.

GC 22.0 NO THIRD-PARTY BENEFICIARIES.

The provisions of the Contract are only for the benefit of the Parties hereto and not for any other legal entity or person.

GC 23.0 SEVERABILITY.

Should any of the provisions of the Contract, or parts thereof, be held invalid, such provisions, or parts thereof, shall be considered severable and such invalidity shall not affect the remainder of the Contract.

GC 24.0 ASSIGNMENT AND SUBLETTING OF CONTRACT.

The Supplier shall not assign or sublet the work, or any part thereof, without the previous written consent of OUC, nor shall it assign, by power of attorney or otherwise, any of the money payable under this Contract unless by and with the like consent of OUC to be signified in like manner.

GC 25.0 FINAL PAYMENT/WAIVER.

The acceptance by the Supplier of the last payment from OUC under the Contract shall be a release to OUC and every officer and agent thereof, from all claims and liability hereunder for anything done or furnished for, or relating to the work performed under the specifications attached to this Contract or the specifications in the bid package, if applicable, or for any act or neglect of OUC or of any person relating to or affecting the work performed under that Contract.

GC 26.0 CLAIMS FOR LABOR.

The Supplier shall indemnify and save harmless OUC from all claims for labor or materials furnished under this Contract. When requested by OUC, the Supplier shall submit satisfactory evidence that all persons, firms, or corporations who have done work or furnished materials under this Contract, for which OUC may become liable under the laws of the state, have been fully paid or satisfactorily secured. In case such evidence is not furnished or is not satisfactory, an amount will be retained from money due the Supplier which in addition to any other sums that may be retained will be sufficient, in the opinion of OUC, to meet all claims of the persons, firms, and corporations as aforesaid. Such sum shall be retained until the liabilities as aforesaid are fully discharged or satisfactorily secured.

Before final acceptance of the work by OUC, the Supplier shall submit to OUC in duplicate a notarized affidavit stating that all subcontractors, vendors, persons or firms who have furnished labor or materials for the work have been fully paid and that all taxes have been paid. A statement from the Surety shall also be submitted consenting to the making of the final payment (when a Performance and Payment Bond is provided).

GC 27.0 BINDING EFFECT.

All of the provisions of the Contract shall be binding upon and inure to the benefit of and be enforceable by the legal representatives, successors and assignees of OUC and Supplier.

GC 28.0 TIME IS OF THE ESSENCE.

Time is hereby declared of the essence in the performance of each and every provision of the Contract.

GC 29.0 RIGHT TO INSPECT/AUDIT DOCUMENTS.

During the term of this Contract and for a period of three (3) years following its termination, OUC shall have the right, at reasonable times and upon reasonable notice, to audit and inspect, any and all of the records having a bearing upon matters dealing with the Contract. Supplier shall grant representatives of OUC full access to these records to the extent necessary to adequately permit evaluation and verification of compliance with the terms and conditions of this Contract specifically including cost and allocations. Should Contractor have Service Organization Control (SOC) audits, Contractor shall provide, upon OUC request, a copy of their SSAE-16 SOC1 or SOC2 audit reports.

GC 30.0 GOVERNING LAWS.

The validity, construction, and performance of the Contract, shall be governed exclusively by the laws of the State of Florida. Venue shall be any court of competent jurisdiction located in Orange County, Florida. The Parties agree that in no event shall the Uniform Law on the Formation of Contracts for the Sale of Goods, based upon the United Nations Convention on Contracts for the International Sale of Goods (CISG) be applicable to this Contract. If the Supplier’s Services will gather or utilize OUC data that is subject to the European Union’s General Data Protection

Regulation (“GDPR”), Supplier shall comply with the requirements of the GDPR and shall indemnify and hold OUC harmless from any such usage.

GC 31.0 FORCE MAJEURE.

31.1 Supplier Force Majeure Delay.

Supplier will not be liable for failure to perform any obligation or delay in performance of Work resulting from any cause beyond the reasonable control of Supplier, or from any act of God; act of civil or military authority;

act of war whether declared or undeclared; act (including delay, failure to act, or priority) of any governmental authority (federal, state or local); civil disturbance; insurrection or riot; sabotage; fire; inclement weather conditions; earthquake; or flood. Notwithstanding the above, Supplier shall not be excused from performance of any service under this GC. 30 for any cause resulting from the negligence of Supplier or failure to properly assess the availability of laborers, skilled trades or other workers or the timing of its service.

31.2 Extension of Services Schedule.

In the event of a delay or interruption in performance of Services excusable under this GC. 30, the time of performance of such service by Supplier will be extended by a period of time the Parties agree is reasonably necessary to overcome the effects of the delay. An extension of time shall be the sole and exclusive remedy for any damages due to delay, including but not limited to loss of profits, loss of use, equipment rental or overhead expenses.

31.3 OUC Termination for Excessive Delay.

If due to the conditions specified above Article 30.1 the Supplier’s service is delayed for a period of more than ninety (90) days, OUC may terminate the Contract and shall have no further liability to Supplier except for payment for Services completed in accordance with the Contract up to the termination date.

GC 32.0 DISPUTE PROCESS.

32.1 General.

32.1.1 The procedures specified herein shall be the sole and exclusive procedures for the resolution of disputes between the Parties arising out of or relating to this Contract. The Parties will participate in good faith in the procedures specified in this Section.

32.1.2. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in this Section are pending. The Parties will take such action, if any, required to effectuate such tolling.

32.1.3 In the event of any dispute under this Contract which cannot be readily resolved, it shall be referred to the appropriate executives of the respective Parties to this Contract for negotiation and resolution as described below.

32.1.4 If the dispute has not been resolved by negotiation or mediation as provided herein within sixty (60) days of the initiation of such mediation procedure, either Party may initiate litigation upon ten (10) days' written notice to the other Party; provided, however, that if one Party has requested the other to participate in a nonbinding procedure, as provided for under this Section, and the other has failed to participate, the requesting Party may initiate litigation before expiration of the above period.

32.2 Disputes.

32.2.1 Disputes, as defined herein and under the Contract, include disagreements, claims, counterclaims, matters in question, and differences of opinion between OUC and Supplier, regarding the Services and modifications or changes to the Services. Disputes may involve interpretation of Contract, acceptability of the work, costs and/or time for performance.

32.2.2 Disputes may also involve other subjects mutually agreed by OUC and Supplier.

32.3 Payment Disputes.

32.3.1 If a dispute arises between the Supplier and OUC, the dispute shall be submitted to an appropriate panel assembled by the director of procurement no later than forty-five (45) days after receipt of the disputed payment. OUC shall render a final decision on the disputed payment within sixty (60) days after receipt of the invoice.

32.3.2 If the dispute is decided in favor of OUC, interest shall begin to accrue fifteen (15) days after the decision is announced.

32.3.3 If the dispute is decided in favor of Supplier, interest shall accrue as of the original date the payment became due.

32.3.4 The panel’s final decision can be taken as a Contract dispute through the process outlined below.

32.4 Step Negotiations.

32.4.1 Either Party may give the other Party written notice of any dispute not resolved in the normal course of business. Executives of both Parties at levels one step above the project personnel who have not previously been involved in the dispute shall meet at a mutually acceptable time and place within ten (10) days after delivery of such notice and thereafter as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the matter has not been resolved by these persons within thirty (30) days of the disputing party's notice, or if the Parties fail to meet within ten (10) days, the dispute shall be referred to senior executives of both Parties who have authority to settle the dispute and who shall likewise meet to attempt to resolve the dispute. If the matter has not been resolved within thirty (30) days from the referral of the dispute to senior executives, or if no meeting of senior executives has taken place within fifteen (15) days after such referral, either Party may initiate mediation as provided hereinafter.

32.4.2 All negotiations pursuant to this Section shall be confidential and shall be treated as compromise and settlement negotiations for purposes of the federal rules of evidence and state rules of evidence.

32.5 Mediation.

32.5.1 If the dispute has not been resolved by negotiation as provided herein, the Parties shall endeavor to settle the dispute by mediation. Either Party may initiate a mediation proceeding by a request in writing to the other Party. Thereupon, both Parties will be obligated to engage in mediation. The proceeding will be conducted in accordance with the then current International Institute for Conflict Prevention & Resolution, Inc. ("CPR") Model Procedure for Mediation of Business Dispute or other mutually agreed upon procedures, with the following exceptions:

32.5.1.1 If the Parties have not agreed within thirty (30) days of the request for mediation on the selection of a mediator willing to serve, the CPR, upon the request of either Party, shall appoint a member of the CPR Panel of Neutrals as the mediator; and

32.5.1.2 Efforts to reach a settlement will continue until the conclusion of the proceeding, which is deemed to occur when: a) a written settlement is reached, or b) the mediator concludes and informs the Parties in writing that further efforts would not be useful, or c) the Parties agree in writing that an impasse has been reached.

Neither Party may withdraw before the conclusion of the proceeding.

32.5.1.3 The Parties regard the aforesaid obligation to mediate as an essential provision of this Contract and one that is legally binding on them. In case of a violation of such obligation by either Party, the other may bring an action to seek enforcement of such obligation in any court of law having jurisdiction thereof.

32.6 Litigation.

32.6.1 If the dispute has not been resolved by negotiation or mediation as provided herein within sixty (60) days of the initiation of such mediation procedure, either Party may initiate litigation upon ten

(10) days written notice to the other Party; provided, however, that if one Party has requested the other to participate in a nonbinding procedure, as provided for under this Section, and the other has failed to participate, the requesting Party may initiate litigation before expiration of the above period.

32.6.1.1 All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in this Section are pending. The Parties will take such action, if any, required to effectuate such tolling.

32.6.1.2 Claims, counterclaim, disputes, and other matters in question between OUC and Supplier that are not resolved will be decided in the Ninth Judicial Circuit, in and for Orange County, Florida, which shall have exclusive jurisdiction and venue over all matters in question between OUC and Supplier.

30 GC 33.0 OUC’S EQUIPMENT.

Supplier assumes sole liability and responsibility for all injuries, claims, damages, losses or expenses which arise out of or result from the use of any OUC tools, vehicles, or other equipment whether borrowed or leased, to perform any work under this Contract. Supplier acknowledges that any OUC equipment made available for use by Supplier, Subcontractor, employee or agent is provided “as is” and utilized by Supplier at its own risk. Supplier agrees to fully indemnify OUC, its commissioners, officers, officials, employees, and agents for personal injury including death and/or property damage which results from or arises from the use of OUC equipment while under Supplier’s custody and control and to immediately repair or replace borrowed equipment which is damaged or lost.

GC 34.0 CONDITIONS FOR EMERGENCY/HURRICANE OR DISASTER.

It is hereby made a part of this Contract that before, during and after a public emergency, disaster, hurricane, flood, or other acts of God that OUC shall require a “first priority” basis for Services. It is vital and imperative that the majority of citizens are protected from any emergency situation which threatens public health and safety, as determined by OUC. Supplier agrees to rent/sell/lease all goods and to provide Services to OUC on a first priority basis. OUC expects to pay prices agreed under this Contract for all Services required during an emergency situation.

Supplier/Contractor shall furnish a twenty-four (24) hour phone number in the event of such an emergency.

GC 35.0 INFRINGEMENT OF PATENTS, COPYRIGHTS AND TRADE SECRETS.

Supplier warrants that it holds all right, title and interest to, or has sufficient license rights in, any patents, copyrights, trade secrets or other proprietary right necessary to perform the Services and any licensing fees or royalties required to allow OUC to utilize the Services are included as part of the Contract price. Supplier further warrants that OUC’s (including its contractors and agents) use of the Services shall not infringe upon the patents, copyright, trade secrets or other intellectual property of third parties. Supplier will, at its own expense, defend or at its option settle any suit or proceeding brought against OUC so far as based on an allegation that any Services (or any part thereof), or use thereof for its intended purpose, constitutes an infringement of any patent, copyright, trade secret or other proprietary right of a third party. Supplier will pay the damages and costs awarded in any suit or proceeding so defended. In case any suit or proceeding so defended is held to constitute infringement or its use by OUC is enjoined, Supplier will, at its option and its own expense, either: (a) procure for OUC the right to continue using said Services; (b) replace them with substantially equivalent non-infringing Services; or

(c) modify them so they become non- infringing.

GC 36.0 PUBLIC RECORDS NOTICE.

IF THE SUPPLIER HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO THE SUPPLIER’S DUTY TO

PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT

THE CUSTODIAN OF PUBLIC RECORDS AT THE TELEPHONE NUMBER,

EMAIL ADDRESS AND MAILING ADDRESS PROVIDED BELOW.

Supplier acknowledges that OUC is subject to Chapter 119, Florida Statutes (“Public Records Law”) and that any record (regardless of form or format) created to memorialize OUC business or used to make OUC business decisions is considered a public record, unless exempted or deemed confidential by law or the Florida Constitution (“OUC Business Records”).