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2020 2021 A8 CLX Chlorine Analyzer with JAW DPD Reagent Contract Fully Executed
CONTRACT BETWEEN CLAY COUNTY UTILITY AUTHORITY AND LAZENBY & ASSOCIATES, INC. THIS AGREEMENT for CLX CHLORINE ANALYZER WITH JAW DPD REAGENT is made and entered between Clay County Utility Authority, an independent special district established and created pursuant to Chapter 94-491, Laws of Florida, by Special Act of 1994, 3176 Old Jennings Road, Middleburg, Florida 32068 (hereinafter referred to as the "AUTHORITY" or"CCUA") and Lazenby & Associates, Inc., 1219 Cleburne Drive, Fort Myers, Florida 33919 (hereinafter referred to as the "CONTRACTOR"). WITNESSETH: WHEREAS, the AUTHORITY has competitively solicited CLX CHLORINE ANALYZER WITH JAW DPD REAGENT pursuant to ITB-2020/2021-A8; and WHEREAS, the CONTRACTOR has exhibited by its response to the solicitation that it can provide the required services; and WHEREAS, the parties hereto have agreed to the terms and conditions cited herein based on said solicitation; NOW, THEREFORE, in consideration of the mutual covenants,terms, and provisions contained herein, the parties agree as follows: SECTION 1. TERM. The term of this Agreement shall become effective on June 21, 2021 and continue through June 20, 2022. The contract may be renewed, subject to written notice of agreement, for four (4) additional one (1) year periods. SECTION 2. SCOPE OF SERVICES. The Contractor shall provide the products listed in Exhibit 'A,' which is attached hereto and incorporated herein. SECTION 3. OBLIGATIONS OF THE CONTRACTOR. Obligations of the CONTRACTOR shall include, but not be limited to, the following: A. It is understood that the CONTRACTOR shall provide and pay for all labor, tools, materials,permits, equipment,transportation, supervision,and any and all other items or services, of any type whatsoever, which are necessary to fully complete and deliver the services requested by the AUTHORITY,and shall not have the authority to create,orcause to be filed,any liens for labor and/or materials on,or against, the AUTHORITY, or any property owned by the AUTHORITY. Such lien, attachment,or encumbrance, until it is removed, shall preclude all claims, or demands for any payment expected by virtue of this Agreement. B. The CONTRACTOR will ensure that all its employees, agents, sub-contractors, representatives,volunteers, and the like,fully comply with all the terms and conditions set herein,when providing services for the AUTHORITY in accordance herewith. C. The CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences, safety programs,and procedures necessary to properly and fully complete the work set forth in the Scope of Services. D. The CONTRACTOR shall maintain an adequate and competent staff and remain authorized to do business within the State of Florida. The CONTRACTOR may subcontract the services requested by the AUTHORITY,with prior written approval from AUTHORITY; however, the CONTRACTOR is fully responsible for the satisfactory completion of all subcontracted work. SECTION 4. STANDARD OF CARE. A. The CONTRACTOR has represented to the AUTHORITY that it possesses a level of knowledge, experience, and expertise that is commensurate with firms in the areas of practice required for the services to be provided. By executing this Agreement,the CONTRACTOR agrees thatthe CONTRACTOR will exercise that degree of care, knowledge, skill, and ability as any other similarly situated contractor possessing the degree of skill, knowledge, experience, and expertise within the local area, working on similar activities. The CONTRACTOR shall perform the services requested in an efficient manner, consistent with the AUTHORITY's stated scope of services and industry standards. B. The CONTRACTOR covenants and agrees that it and its employees,agents, sub- contractors, representatives, volunteers,and the like, shall be bound by the same standards of conduct as stated above. SECTION 5. COMPENSATION. A. The amount to be paid under this Agreement fo r the products described in the Scope of Work within Exhibit 'A' shall not exceed an annual compensation of seventy- three thousand nine hundred seventy-nine dollars and ninety-six cents ($73,979.96). Or The amount to be paid under this Agreement shall be in accordance with the unit prices listed in Exhibit`B' attached herein. B. Compensation for services completed by the CONTRACTOR shall be paid in accordance with section 218.70, Florida Statutes, Florida's Prompt Payment Act. C. Services to be performed in accordance with this Agreement are subject to the annual appropriation of funds by the AUTHORITY. In its sole discretion, the AUTHORITY reserves the right to forego use of the CONTRACTOR for any project which may fall within the Scope of Services listed herein. In the event the AUTHORITY is not satisfied with the services provided by the CON TRACTOR, the AUTHORITY will hold any amounts due until such time as the CONTRACTOR has appropriately addressed the problem. SECTION 6. TERMINATION. The AUTHORITY may terminate this Agreement,with or without cause, given thirty (30) days written notice to CONTRACTOR prior to the effective date of such cancellation. SECTION 7. TERMINATION FOR CAUSE. The AUTHORITY may terminate this Agreement, without further obligation, upon written notice to the CONTRACTOR if the CONTRACTOR breaches any material term of the Agreement and such breach remains uncured thirty (30)days after receipt of said notice. SECTION 8. PAYMENT WHEN SERVICES ARE TERMINATED. A. In the event of termination of this Agreement by the AUTHORITY,and not due to the fault of the CONTRACTOR, the AUTHORITY shall compensate the CONTRACTOR for all authorized services performed prior to the effective date of termination. C. In the event of termination of this Agreement due to the fault of the CONTRACTOR, or at the written request of the CONTRACTOR, the AUTHORITY shall compensate the CONTRACTOR for all authorized services completed,prior to the effective date o f termination,which have resulted in a usable product or otherwise tangible benefit to the AUTHORITY.All such payments shall be subject to an off set for any damages incurred by the AUTHORITY resulting from any delay occasioned by early termination.This provision shall in no way be construed as the sole remedy available to the AUTHORITY in the event of breach by the CONTRACTOR. SECTION 9. INSURANCE. Worker's Compensation: The Contractor will provide Worker's Compensation coverage for all employees at the site location and in case any work is subcontracted,will require the sub successful Offeror to provide Worker's Compensation forallhis employees. The limits will be statutory for Worker's Compensation and $500,000.00 for Employer's Liability. Comprehensive General Liability: The Contractor will provide for all operations including, but not limited to Contractual and Products Completed Operations. The limits will not be less than $1,000,000.00. Excess Liability Insurance: The Contractor will provide an umbrella in excess to the coverage in paragraphs B and C of not less than $1,000,000.00. Professional Liability (Errors and Omissions: The Contractor will provide professional liability coverage wit limits not less than $1,000,000. The Authority shall retain the right to review,at any time, coverage from,and amount of insurance. The procuring of required policies of insurance shall not be construed to limit the Contractor liability or to fulfill the indemnification provisions and requirements of this Contract. The Contractor shall be solely responsible for payment of all premiums for insurance contributing to the satisfaction of this Contract and shall be solely responsible for the payment of all deductibles and retentions to which such policies are subject,whether or not the Authority is an insured under this policy. Contract award will be subject to compliance with the insurance requirements. Certificates of insurance evidencing coverage and compliance with the conditions to this Contract, and showing the Authority's proposal number,if any, and description of work,and copies o f all endorsements are to be furnished to the Authority's Procurement Department prior to commencement of work, and a minimum of ten (10)calendar days after the expiration of the insurance contract when applicable. All insurance certificates shall be received by the Authority's Procurement Department before the Contractor shall commence or continue to work. All policies required by this Contract, except for Professional Liability and Workers' Compensation,or unless specific approval is given by the Authority,are to be written on an occurrence basis,shall name the Authority as additional insured as their interest may appear under this Contract. The CONTRACTOR shall name"Clay County Utility Authority"as a certificate holder and as additional insured, to the extent of the services to be provided hereunder, on all required insurance policies,and provide the AUTHORITY with proof of same. B. The CONTRACTOR, and any authorized sub-contractor(s), shall provide the AUTHORITY's Procurement Department with a Certificate of Insurance evidencing such coverage for the duration of this Agreement. Said Certificate of Insurance shall be dated and show: 1. The name of the insured CONTRACTOR; 2. The specified job by name and job number; 3. The name of the insurer; 4. The number of the policy; 5. The effective date; 6. The termination date;and 7. A statement that the insurer will mail notice to the AUTHORITY at leastthirty(30) days prior to any material changes in the provisions or cancellation of the policy. C. Receipt of certificates or other documentation of insurance or policies or copies of policies by the AUTHORITY, or by any of its representatives, which indicates less coverage than is required, does not constitute a waiver of the CONTRACTOR's obligation to fulfill the insurance requirements specified herein. D. The CONTRACTOR shall ensure that any sub-co ntractor(s),hired to perform any ofthe duties contained in the Scope of Services of th is Agreement,maintain the same insurance requirements set forth herein. In addition,the CONTRACTOR shall maintain proof of same on file and made readily available upon request by the AUTHORITY. SECTION 10. AUTHORITY OBLIGATIONS. At the CONTRACTOR's request, the AUTHORITY agrees to provide, at no cost, all pertinent information known to be available to the AUTHORITY to assist the CONTRACTOR in providing and performing the required services. SECTION 11. DOCUMENTS CONSTITUTING ENTIRE AGREEMENT. The following documents are hereby incorporated and made part ofthis Agreement: l. Exhibit A — Solicitation document ITB-2020/202 l-A8 CLX CHLORINE ANALYZER WITH JAW DPD REAGENT 2. Exhibit B —Original bid submitted by Contractor In the event of a conflict between the covenants,terms,and/or provisions of this Agreement and Exhibit"A,"the provisions of the Agreement shall take precedence. SECTION 12. APPLICABLE LAW, VENUE,JURY TRIAL. The laws of the State of Florida shall govern all aspects of this Agreement. In the event it is necessary for either party to initiate legal action regarding this Agreement, venue shall lie in Clay County,Florida.The parties hereby waive their right to trial by jury in any action,proceeding or claim, arising out of this Agreement, which may be brought by either ofthe parties hereto. In all respects,this Agreement is governed by and construed in accordance with the laws of the State of Florida without giving effect to any choice of law rules thereof that may direct the application of the laws of another jurisdiction. SECTION 13. PUBLIC RECORDS COMPLIANCE. A. If the Contractor has questions regarding the application of Chapter 119,Florida Statutes, to the Contractor's duty to provide public records relating to this Agreement,contact the custodian of public records at the following: Public Records 3176 Old Jennings Road Middleburg, Florida 32068 (904)272-5999 Recordsrequest(dclayutility.org B. The CONTRACTOR understands that by virtue of this Agreement all its documents, records, and materials of any kind, relating to the relationship created hereby, shall be open to the public for inspection in accordance with Florida law. If CONTRACTOR shall act on behalf of the AUTHORITY, as provided under section 119.011(2),Florida Statutes,as amended,the CONTRACTOR,shall: 1) Keep and maintain public records that ordinarily and necessarily would be required by the AUTHORITY to perform the service;and 2) Provide the public with access to public records on the same terms and conditions that the AUTHORITY would provide the records and at a cost that does not exceed the cost provided by Florida law;and 3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law;and 4) Meet all requirements for retaining public records and transfer, at no cost, to the AUTHORITY all public records in possession of the CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirement. All records stored electronically must be provided to the AUTHORITY in a format that is compatible with the information technology systems of the AUTHORITY;and 5) If the CONTRACTOR does not comply with a public records request,the AUTHORITY shall enforce the contract provisions in accordance with the Agreement. SECTION 14. INDEPENDENT CONTRACTOR. This Agreement does not create an employee/employerrelationship between the parties. It is the parties' intention that the CONTRACTOR, its employees, sub-contractors,representatives, volunteers, and the like, will be an independent contractor and not an employee of the AUTHORITY for all purposes, including, but not limited to, the application of the following as amended: the Fair Labor Standards Act minimum wage and overtime payments, the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code,the State of Florida revenue and taxation laws,the State of Florida workers' compensation laws,the State of Florida unemployment insurance laws,and the Florida Retirement System benefits. The CONTRACTOR will retain sole and absolute discretion in the judgment of the manner and means of carrying out the CONTRACTOR's activities and responsibilities hereunder. SECTION 15. APPLICABLE LICENSING. The CONTRACTOR, at its sole expense, shall obtain all required federal, state,and local licenses, occupational and otherwise, required to successfully providing the services set forth herein. SECTION 16. COMPLIANCE WITH ALL LAWS. The CONTRACTOR, at its sole expense,shall comply with all laws, ordinances,judicial decisions, orders,and regulations of federal, state,AUTHORITY, and municipal governments,as well as their respective departments,commissions, boards,and officers,which are in effect at the time of execution of this Agreement or are adopted at any time following the execution of this Agreement. SECTION 17. INDEMNIFICATION. The CONTRACTOR agrees to be liable for any and all damages, losses, and expenses incurred,by the AUTHORITY, caused by the acts and/or omissions of the CONTRACTOR, or any of its employees, agents, sub-contractors, representatives, volunteers, or the like. The CONTRACTOR agrees to indemnify,defend and hold the AUTHORITY harmless for any and all claims, suits,judgments or damages, losses and expenses, including but not limited to, court costs, expert witnesses, consultation services and attorney's fees,arising from any and all acts and/or omissions of the CONTRACTOR, or any of its employees, agents, sub-contractors, representatives, volunteers,or the like. Said indemnification, defense,and hold harmless actions shall not be limited by any insurance amounts required hereunder. SECTION 18. SOVEREIGN IMMUNITY. The AUTHORITY expressly retains all rights, benefits and immunities of sovereign immunity in accordance with Section 768.28,Florida Statutes. Notwith stan din g anyth ing set forth in any section, article or paragraph of this Agreement to the contrary, nothing in this Agreement shall be deemed as a waiver of sovereign immunity or limits of liability which may have been adopted by the Florida Legislature or may be adopted by the Florida Legislature, and the cap on the amount and liability of AUTHORITY for damages, attorney fees and costs, regardless of the number or nature of claims in tort, equity or contract, shall not exceed the dollar amount set by the Florida Legislature for tort. Nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim against the AUTHORITY which would otherwise be band under the Doctrine of Sovereign Immunity or operation of law. SECTION 19. BANKRUPTCY OR INSOLVENCY. If the CONTRACTOR shall file a Petition in Bankruptcy, or if the same shall be adjudged bankrupt or insolvent by any Court,or if a receiver of the property of the CONTRACTOR shall be appointed in any proceeding brought by or against the CONTRACTOR, or if the CONTRACTOR shall make an assignment for the benefit o f creditors,or proceedings shall be commenced on or against the CONTRACTOR's operations of the premises,the AUTHORITY may terminate this Agreement immediately notwithstanding the notice requirements of Section 6 hereof. SECTION 20. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit ofthe parties hereto,their heirs, personal representatives,successors, and/or assigns. SECTION 21. ASSIGNMENT. This Agreement shall only be assignable by the CONTRACTOR upon the express written consent of the AUTHORITY. SECTION 22. SEVERABILITY. All clauses found herein shall act independently of each other. If a clause is found to be illegal or unenforceable, it shall have no effect on any other provision of this Agreement. It is understood by the parties hereto that if any part, term, or provis ion of this Agreement is by the courts held to be illegal or in conflict with any law of the State of Florida or the United States,the validity ofthe remaining portions or provisions shall not be affected,and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part,term,or provision held to be invalid. SECTION 23. WAIVER. Failure of the parties to insist upon strict performance of any of the covenants, terms, provisions, or conditions of this Agreement,or to exercise any right or option herein contained, shall not be construed as a waiver or a relinquishment for the future of any such covenant,term, provision,condition, or right of election,but same shall remain in full force and effect. SECTION 24. NOTICE. The parties hereto agree and understand that written notice,mailed or delivered to the last known mailing address, shall constitute sufficient notice to the AUTHORITY and the CONTRACTOR. All notices required and/or made pursuant to this Agreement to be given to the AUTHORITY and the CONTRACTOR shall be in writing and given by way of the United States Postal Service, first class mail,postage prepaid, addressed to the following addresses of record: AUTHORITY: Clay County Utility Authority Attention : Procurement Department 3176 Old Jennings Road Middleburg, Florida 32068 CONTRACTOR: Lazenby &Associates, Inc. 1219 Cleburne Drive Fort Myers, Florida 33919 SECTION 25. MODIFICATION The covenants, terms, and provisions of this Agreement may be modified by way of a written instrument, mutually accepted by the parties hereto. In the event of a conflict between the covenants,terms, and/or provisions of this Agreement and any written Amendment(s)hereto,the provisions of the latest executed instrument shall take precedence. SECTION 26. HEADINGS. All headings of the sections,exhibits, and attachments contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions contained in such sections,exhibits,and attachments. SECTION 27. ADMINISTRATIVE PROVISIONS. In the event the AUTHORITY issues a purchase order, memorandum, letter, or any other instrument addressing the services, work, and materials to be provided and performed pursuant to this Agreement, it is hereby specifically agreed and understood that any such purchase order, memorandum,letter,or other instrument is for the AUTHORITY's internal purposes only,and any and all terms, provisions, and conditions contained therein,whether printed or written, shall in no way modify the covenants,terms, and provisions of this Agreement and shall have no force or effect thereon. SECTION 28. CONFLICT OF INTEREST. The CONTRACTOR warrants that the CONTRACTOR has not employed or retained any company or person,other than a bona fide employee working solely for the CONTRACTOR,to solicit or secure this Agreement,and that the CONTRACTOR has not paid or agreed to pay any person, company,corporation,individual,or firm any fee, commission, percentage,gift, or any other consideration,contingent upon or resulting from the award or making of this Agreement For the breach or violation of this Paragraph,the AUTHORITY shall have the right to terminate this Agreement immediately,without liability and without regard to the notice requireme nts of Section 6 hereof. SECTION 29. PUBLIC ENTITY CRIMES. As required by section 287.133, Florida Statutes,the CONTRACTOR warrants that it is not on the convicted contractor list for a public entity crime committed within the past thirty-six (36)months. The CONTRACTOR further warrants that it will neither utilize the services of, nor contract with, any supplier, sub-contractor, or consultant in connection with this Agreement for a period of thirty-six (36)months from the date of being placed on the convicted contractor list. SECTION 30. EMPLOYMENT ELIGIBILITY VERIFICATION(E-VERIFY) In accordance with State of Florida, Office of the Governor, Executive Order 11 -116 (superseding Executive Order 11-02; Verification of Employment Status), in the event performance of this Agreement is or will be funded using state or federal funds, the CONTRACTOR must comply with the Employment Eligibility Verification Program ("E-Verify Program")developed by the federal government to verify the eligibility of individuals to work in the United States and 48 CFR 52.222-54 (as amended) is incorporated herein by reference. If applicable, in accordance with Subpart 22.18 of the Federal Acquisition Register, the CONTRACTOR must (1) enroll in the E-Verify Program, (2) use E-Verify to verify the employment eligibility of all new hires working in the United States,except if the CONTRACTOR is a state or local government,the CONTRACTOR may choose to verify only new hires assigned to the Agreement;(3)use E-Verify to verify the employment eligibility of all employees assigned to the Agreement;and(4) include these requirement in certain subcontract, such as construction. Information on registration for and use of the E-Verify Program can be obtained via the internet at the Department of Homeland Security Web site: htip://www.dhs.gov/E-Verify. SECTION 31. JOINT AUTHORSHIP This Agreement shall be construed as resulting from joint negotiation and authorship. No part of this Agreement shall be construed as the product of any one of the parties hereto. SECTION 32. EQUAL OPPORTUNITY EMPLOYER The CONTRACTOR is an Equal Opportunity Employer and will comply with all equal opportunity employment laws. The CONTRACTOR will further ensure that all sub-contractors it utilizes in providing the services required hereunder will comply with all equal opp ortunity employment laws. SECTION 33. AUDITING,RECORDS,AND INSPECTION In the performance ofthis Agreement,the CONTRACTOR shall keep books,records, and accounts of all activities, related to the Agreement, in compliance with generally accepted accounting procedures. Throughout the term of this Agreement, books, records, and accounts related to the performance of this Agreement shall be open to inspection during regular business hours by an authorized representative of the AUTHORITY and shall be retained by the CONTRACTOR for a period of three years after termination or completion of the Agreement,or until the full Authority audit is complete, whichever comes first. The AUTHORITY shall retain the right to audit the books duringthe three-year retention period. All books,records,and accounts related to the performance of this Agreement shall be subject to the applicable provisions of the Florida Public Records Act, chapter 119, Florida Statutes. The AUTHORITY also has the right to conduct an audit within sixty (60)days from the effective date of this Agreement to determine whether the CONTRACTOR has the ability to fulfill its contractual obligations to the satisfaction of the AUTHORITY. The AUTHORITY has the right to terminate this Agreement based upon its findings in this audit without regard to the termination provision set forth herein. SECTION 34. PROJECT MANAGERS The AUTHORITY and the CONTRACTOR have identified individuals as Project Managers, listed below,who shall have the responsibility for managing the work performed under this Agreement. The person or individual identified by the CONTRACTOR to serve as its Project Manager for this Agreement, or any replacement thereof, is subject to prior written approval and acceptance by the AUTHORITY. If the AUTHORITY or CONTRACTOR replace their current Project Manager with another individual, an amendment to this agreement shall not be required. The AUTHORITY will notify the CONTRACTOR, in writing, if the current AUTHORITY Project Manager is replaced by another individual. A. The AUTHORITY Project Manager's contact information is as follows: Ross Bland,General Superintendent Water Treatment Clay County Utility Authority 3176 Old Jennings Road Middleburg, Florida 32068 Phone:904-213-2413 Email: rbland@clayutility.org B. The CONTRACTOR Project Manager's contact information is as follows: Bill Lazenby, President Lazenby&Associates Inc. 1219 Cleburne Drive Ft. Myers, Florida 33919 Phone:239-567-9199 Email: bill@lazenby.net SECTION 35. COUNTERPARTS, ELECTRONIC TRANSACTION, AND ELECTRONIC SIGNATURES. This Agreement may be electronically executed by the Parties in counterparts up to but not exceedingthe number of parties,each of which shall be deemed an original and all of which,taken together,shall constitute one agreement. Each Party may deliver its executed signature page by email transmission to the other Parties at the email addresses set forth herein. Delivery shall be effective and complete upon completion of such email transmission. The Parties agree that electronic signatures may be use in the execution of this Agreement in accordance with Parts I and II of Chapter 668,Florida Statutes. SECTION 36. SIGNATORY. Each signatory below represents and warrants that he or she has the full power and is duly authorized, by their respective Party, to enter into and perform under this Agreement. Such signatory further represents that he or she has fully reviewed and understands the terms and conditions setforth in this Agreement,including exhibits,and fully intends to abide by and comply with all of the terms and conditions set forth herein. IN WITNESS WHEREOF, the parties hereto,by their duly authorized representatives, have executed this Agreement effective the V _day of J O r\Q.-. .2021. LAZENBY& ASSOCIATES,INC. CLAY COUNTY UTILITY 4"ic.4 A, At THOI � L� By: Li... .11P e Print Name:ia c-z•; Z42...ze417 40 a MEI ohnston Title: CC, Title: Executive Director Attest: iP Attest: Print Name: / 4a- /a y Print me:Angelis Wilson Title: �i ;,cbi- � Title: Procurement Manager Address: iZti J k u-,-.4.- Dr. Address:3176 Old Jennings Road " "'ram / �'L. 3 39l5' Middleburg,Florida 32068 STATE OF % L AUTHORITY OF C. The foregoing instrument was executed before me this I Li day of do(\'L- ,2021 by (-°`",• 7t b/ as L ef() of Lazenby &Associates, Inc., Inc. who personally swore or affirmed that he/she is authorized to execute this Agreement and thereby bind the Corporation, and who is personally known to me OR has produced rL> Z_ as identification. Signature: ^;;i1'"o; JEFFREYLKUNBERGER r.—• .4:%. Notary Public-State of rini1pa i•; : •- Commission;GG 119id3 Print Name: i'.,4,� _A My Comm,Expires Aug 25,202i '...°F ..'' Bonded through National Astir/k_W NOTARY PUBLIC, State of ;Pc_ My Commission Expires: At) 2-1-, 2'C t j (Stamp) ACO® r DATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 6l1/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMTACT KAREN@AWAINSURANCE.COM AWA Insurance Agency PHONE FAX 13700 Six Mile Cypress Pkwy yttc xc_Exth 239-418-1100 (A/C,Nob 239-418.1164 Suite*); 1 EMAIL qG_oeEss: KARENeawalnsuranoe.com _ - Ft.Myers FL 33912 INSURER(S)AFFORDING COVERAGE _ NAIC INSURER A:Ohio Security Insurance Co. 24082 INSURED LAZE&AS-01 INSURER B Lazenby&Associates Inc. INSURER 1219 Cleburne Dr - - - Ft. Myers FL 33919 INSURER D: - INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1553412088 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS � EFF POLICY EXP LTR TYPE OF INSURANCE AND wvo POLICY NUMBER (MMIDDY/YYYYI (MM/DD/YYYY)I LIMITS A X COMMERCIAL GENERAL LIABILITY BLS53752891 8/3/2020 8/3/2021 EACH OCCURRENCE $1,000,600 -MMAGECLAIMS-MADE I X I OCCUR PRE IS.ES Eapcwn'opge) $300,000 — — MED EXP(Any one person) $15,000 PERSONAL&AOV INJURY $1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 I POLICY L-� PRO LOC PRODUCTS-COMP/OP AGG $2,000,000 JECT —I OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ , AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ , AUTOS ONLY _ AUTOS ONLY !Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ _ EXCESS LIAB CLAIMS-MADE AGGREGATE $ _ DED I RETENTION$ $ WORKERS COMPENSATION +i PER OTH- AND EMPLOYERS'LIABILITY Y/N ._,.L STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? I N/A - (Mandatory In NH) E"L.DISEASE-EA EMPLOYEE $ If yes,describe under " DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Clay County Utility Authority THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ITB-2020/2021-A8 CLX Chlorine ACCORDANCE WITH THE POLICY PROVISIONS. Analyzer with JAW DPD Reagent AUTHORIZED REPRESENTATIVE 3176 Old Jennings Road Middleburg FL 32068 — ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD xHII311 H. • Invitation to Bid For CLX Chlorine Rea DPD Anal zer withJAWent y g ITB# 2020/2021-A8 Clay County Utility Authority 317601d Jennings Road, Middleburg, Florida, 32068 (Prepared by: kngelia Wilson Procurement Manager 904-213-2447 .twilson@clayutility.org �Ni COUP,�y C,� YAULA00 - l 111 Table QfContents Introduction and Executive Summary 3 Purpose * Su mm a ry of Key D ates 4 Submission Details 4 INSTRUCTIONS FOR SUBMITTING PROPOSALS 4 SUBMISSION QUESTIONS AND CLARIFICATIONS S CONE OFSILENCE 5 ADDENDA TO THE SOLICITATION S RECE|PTOFADDENDA 5 DIVERSITY ACHIEVEMENT 5 � EXAMINATION OF BID DOCUMENTS 6 ` SHAM OR COLLUSIVE BIDS 6 LATE BIDS 6 PROPOSAL OR BID OPENING 6 SPEC|ALA[COMODAT|ONS 6 BID PRICING 6 NOTICE OFAWARD 6 CONTRACTUAL AGREEMENT 6 INITIAL CONTRACT PERIOD AND OPTION OFRENEWAL 7 EXERCISE OF OPTION TD EXTEND TERM OFCONTRACT 7 ASSIGNMENT ./ METHOD OFPAYMENT 7 DISCLOSURE OF BID CONTENT 7 CONFLICT OFINTEREST 7 General Terms and Conditions 9 Scope ofWork 25 Insurance Requirements 26 Required Documentation 29 |rB#uouoono1-Au Page o,00 Introduction and Executive Summary Since 1970,this Utility has provided the citizens ofClay County water and wastewater service. In December 1992,the Clay County Board of County Commissioners acquired the assets of Kingsley Service Company. This acquisition opened a new chapter in the history of the Clay County Utility Authority (CCUA). CCUA operates and maintains water,wastewater, and reclaimed facilities in Clay County, Florida,and adjacent counties.There are 18 commercial customers in Duval County served by CCUA. CCUA was created as an independent special district by the Florida Legislation in 1994(F.S.94-491)and governed by a seven-member Board known as the Board of Supervisors.CCUA currently serves more than 50,000 customers in Clay County, Florida. The forecasted population in Clay County will double in growth through 2030. CCUA is an equal opportunity employer. Mission Develop an environmentally and economically sustainable utility that is focused on protecting the public health, safety, and general welfare by providing clean and safe potable water,wastewater,and reclaimed water services through conservation of natural resources, diversification of the water supply portfolio,and development of a highly trained professional staff prepared for tomorrow's challenges. Vision Provide long term sustainable value to our current and future customers by conserving and protecting natural resources while providing clean, safe, and economical water,wastewater, and reclaimed water services. ITB#2020/2021-A8 Page 2 of 39 Purpose The purpose of this Invitation to Bid (ITB) is to obtain competitive bids for the purchase of CLX Chlorine Analyzer with JAW DPD Reagent to be used by Clay County Utility Authority, hereafter referred to as the "Authority"or"CCUA". Summary of Key Dates IDeadline for Written Questions Thursday.March 25.2021 at 12:00 PM EST Response to Questions Tuesday,March 30,2021 at 4:00 PM EST Deadline for Submittal Thursday,April 15,2021 at 2:00PM EST Issue Notice of Intent to Award Wednesday,April 21,2021 Submission Details INSTRUCTIONS FOR SUBMITTING PROPOSALS The complete Solicitation package will be available Friday,March 12,2021, and can be obtained by visiting https://clayutility.bonfirehub.com/portal/?tab=>penOpportunities. Submissions must be uploaded to the CCUA Bonfire Procurement Portal by: Thursday,April 15,2021 No later than 2:00pm EST Submissions must be posted to the Clay County Utility Authority Bonfire Procurement Portal(hardcopies will not be accepted). http s://clayutility.b onfirehub.com Submissions must be posted to the above web address no later than 2:00PM Eastern Standard Time on Wednesday,April 14,2021.Clay County Utility Authority assumes no responsibility for submittals received after the stated time and date,or at any office or location other than the web address specified above. Late responses will not be accepted. The right is reserved by CCUA at its discretion to reject any or all proposals or parts thereof. Proposals may be rejected if they show any omission, alteration of form, additions or deductions not called for, conditional or uninvited alternate proposals,or irregularities of any kind; however,the Authority also reserves the right to waive any informality on proposals. ITB#2020/2021-A8 Page 3 of 39 )111)NS \ /\1k1F1( ,r"T'IO'S All questions or concerns regarding this Solicitation must be submitted on the CCUA Bonfire Procurement portal http, u ill lly.bonlirehuh.com prior to 12:00 (EST)on the date listed in the Summary of Key Dates table. Late questions may be answered at the discretion of CCUA. All responses to questions will be uploaded to the Portal and issued in an Addendum on Tuesday,March 30,2021.The addendum is provided to all Bidders who have obtained the Solicitation package. There will be no Pre-Bid meeting for this Solicitation. CONE OF SILENCE From the date of the initial publication of this Solicitation until the contract is awarded and the protest period has expired, all communication relating to this Solicitation shall be sent to procurement@clayutility.org. All other communication to the CCUA or any CCUA employee, Supplier, Evaluation Committee Member,or Board Member concerning this Solicitation is prohibited. CCUA will disqualify any Bidder who makes or causes to be made, directly or indirectly, any improper communication.Nothing contained in this paragraph prohibits CCUA personnel from initiating contact with a Bidder and subsequent communication related thereto for the purpose of obtaining additional information that is related to the Solicitation. CCUA is subject to the Florida Public Records Law and the Government in the Sunshine Act, as set forth in Florida Statues Chapters 119 and 286;as such, most communications to the CCUA are subject to public disclosure, and the selection meeting(s), if any,will be open to the public. ADDENDA TO THE SOLICITATION A. CCUA reserves the right to amend this solicitation at any time prior to the deadline for submitting Bids. If it becomes necessary to revise any part of this ITB, notice of the revision will be posted on Bonfire at https://clavutility.bonfrrehub.com. If, in the opinion of the Procurement Manager, the deadline for the submission of proposals does not provide sufficient time for consideration of any Addendum,then such deadline may be extended at the discretion of the CCUA. B. It shall be the responsibility of each Offeror to check Bonfire(https://clayutilitv.bonlirehuh.com)prior to submission of a proposal hereunder to determine whether any Addenda have been issued in connection with this procurement. Notwithstanding any provision to the contrary,the failure of any Offeror to receive any Addenda shall neither constitute grounds for withdrawal of its proposal nor relieve such Offeror from any responsibility for incorporating the provisions of any Addenda in its proposal. RECEIPT OF ADDENDA Receipt of any addenda issued must be acknowledged on the addenda and returned with proposal. Failure to acknowledge your receipt of any addenda may result in your proposal being considered non-responsive. DIVERSITY ACHIEVEMENT CCUA will affirmatively ensure that, in any agreement entered pursuant to this advertisement,minority and disadvantaged business enterprise will be afforded the full opportunity to submit in response to this invitation. CCUA will not discriminate based on race, color, national origin, or sex in consideration for an award. CCUA encourages the recruitment and utilization of small, minority, women, and service-disabled veteran businesses. The Authority, its Suppliers and Sub-Contractors should take all necessary and reasonable steps to ensure that small, minority, and service-disabled veteran businesses can compete for and perform work for CCUA in a nondiscriminatory environment. ITB#2020/2021-A8 Page 4 of 39 )N 01, BI'D DOCUMENT', It is the responsibility of each Offeror before submitting a proposal: • To examine thoroughly the bid documents • To study and carefully correlate the Offeror's knowledge and observations of the bid documents and such other related data • To promptly notify CCUA of all conflicts, errors, ambiguities, or discrepancies which the Offeror has discovered in or between the bid documents and such other related documents or conditions. SHAM OR COLLUSIVE BIDS The bid of any Offeror or Offerors who engage in collusive bidding shall be rejected.Any Offeror who submits more than one bid in such a manner as to make it appear that the proposals submitted are on a competitive basis from different parties shall be considered a collusive Offeror. LATE BIDS Bids or unsolicited amendments to bids arriving after the opening date and time will not be considered. Bids received after the submission deadline will not be received. PROPOSAL OR BID OPENING At the time fixed for the opening of responses to a Bid or Proposal, all Bid, or Proposals will be opened,and the names of the Bidders or Offerors and the amount shall be read aloud and made readily available to the public. If a public opening of a Request for Proposal is held,only the names of the Bidders or Offerors will be read publicly. SPECIAL ACCOMODATIONS CCUA encourages any person with a qualified disability requiring special accommodations at a Pre-Bid conference, public meetings,and/or Bid opening to notify the designated contact at the phone number,email address or fac number provided on the title page at least five(5)business days prior to the event. BID PRICING In the event there is a discrepancy between the unit prices and the extended totals,the unit prices shall govern. In the event there is a discrepancy between the prices written in words and written in figures,the prices written in words shall govern. In case of error in the Offeror's extended summation,the computed total of CCUA shall govern. NOTICE OF AWARD Public notice of award will be posted in the CCUA lobby. Notice of award will also be posted on Bonfire at https://clavutility.bonfirehub.com CONTRACTUAL AGREEMENT A. An Agreement will be required for this product/service and must be signed by the Offeror prior to execution by CCUA, whereupon the Offeror becomes the Contractor upon approval. The agreement shall consist of the agreement contract,the [TB, and the successful Offeror's proposal, together with any negotiated terms and pricing. The Offeror shall inform himself in full of the conditions relating to the performance of the Agreement. Failure to do so shall not relieve the successful Offeror of his obligations to furnish services,materials, and other services necessary to carry out the provisions ofthis solicitation and resulting Agreement. B. The Offeror expressly understands and acknowledges that all documents related to the products/services provided herein may be considered records that are subject to examination in ITB#2020/2021-A8 Page 5 of 39 accordance with Florida's Public Record Law. The Offeror expressly agrees that he will comply with all requirements related to said Law and that he will hold CCUA harmless for any such disclosure related to Florida's Public Records Law. C. The Agreements must be properly executed by all parties to be considered binding. D. In conjunction with the Agreement,a Purchase Order(s)shall be issued by CCUA prior to the start of any project, service, or work by the Offeror. INITIAL CONTRACT PERIOD AND OPTION OF RENEWAL The successful Offeror shall be awarded a contract to supply the goods/services for a one (1)year period with the option to renew the contract for four(4)additional one (1)year period. The option to renew will only be exercised upon mutual written agreement and with all original terms, conditions,and unit prices adhered to. Any renewal will be subject to appropriation of funds by CCUA. EXERCISE OF OPTION TO EXTEND TERM OF CONTRACT If CCUA wishes to enter an option period, CCUA shall request a written statement of desire to enter an extension of the performance period from the Offeror. ASSIGNMENT The successful Offeror will not be permitted to assign its contract with CCUA, or to subcontract any of the work requirements to be performed,without obtaining prior written approval from CCUA. METHOD OF PAYMENT The Contractor shall be paid monthly for work previously performed. Invoices shall contain the ITB Number, Title, and the Purchase Order Number under which the purchase was awarded and provide sufficient detail to demonstrate compliance with the terms of the contract. Invoices shall be emailed to acco untspayable@c lay util ity.org. DISCLOSURE OF BID CONTENT All material submitted becomes the property of CCUA and may be returned only at CCUA's option. CCUA has the right to use any or all ideas presented in any reply to this proposal. Selection or rejection of any bid does not affect this right. CCUA is governed by the Public Record Law,Chapter 119, Florida Statutes. Only trade secrets as defined in Section 812.081 (l)(c), Florida Statutes or financial statements required by the Authority as defined in 119.07 l(1)(C), Florida Statutes (hereinafter"Confidential Materials"),may be exempt from disclosure. If an Offeror submits Confidential Materials,the information must be segregated, accompanied by an executed Non- Disclosure Agreement for Confidential Materials (Requested Information) and each pertinent page must be clearly labeled"confidential" or"trade secret." The Authority will not disclose such Confidential Materials, subject to the conditions detailed within the Agreement, which is attached to this solicitation. When such segregated and labeled materials are received with an executed Agreement, the Authority shall execute the Agreement and send the Offeror a"Receipt for Trade Secret Information". CONFLICT OF INTEREST The Firm represents that to the best of their knowledge and belief they presently have no interest and shall acquire no interest,either direct or indirect,which would conflict in any manner with the performance of services required hereunder. The Firm further agrees that no person having such interest shall be employed or engaged by the Firm for said performance.If the Firm, for themselves and on behalf of their sub-vendors,are about to engage in representing another client, which they in good faith believe could result in a conflict of interest with the work being performed by the Firm or sub-vendor under this Agreement,then they will promptly bring such ITB#2020/2021-A8 Page 6 of 39 conflict of interest to the Authority's attention, in writing. The Authority will advise the Firm, in writing,within ten (10)business days if such a conflict of interest exists. If the Authority determines that there is a conflict of interest, Firm or sub-contractor shall decline the representation upon written notice by CCUA. If CCUA, determines that there is no such conflict of interest,then CCUA shall give written consentto such representation. If the Firm or sub-contractor accepts such representation, without obtaining the Authority's prior written consent, and if CCUA subsequently determines that there is a conflict of inte rest between such representation and the work being performed by the Firm or sub-contractor under this Agreement, then the Firm and sub- contractor agrees to promptly terminate such representation. The Firm shall require each of such sub-contractor to comply with the provisions of this Section.Should the Firm fail to advise or notify CCUA as provided herein above of representation which could,or does,result in a conflict of interest,or should the Firm fail to discontinue such representation,CCUA may consider such failure as justifiable cause to terminate the Agreement. END OF SUBMISSION DETAILS ITB#2020/2021-A8 Page 7 of 39 General Terms and Conditions BIDDER OR OFFEROR: THESE CONDITIONS AND INSTRUCTIONS TO BIDDERS shall be binding on all Bidders or Offerors and,exceptto the extent otherwise provided,are incorporatedby reference in all contracts resulting from any written Request for Quotation(RFQ), Invitation to Bid (ITB)or Request for Proposal(RFP) issued,collectively the("Request"),to which they are attached and response thereto (Bid)or (Proposal). Use of the term "bid" in these General Terms and Conditions and Instructions to Bidders or Offeror is not intended to be restricted to an ITB and shall also affect written RFQ's or RFP's. These instructions are standard for all contracts for commodities or services issued through the Clay County Utility Authority (the "Authority")Procurement Department. The Authority may delete, supersede, or modify any of these standard instructions for a particular contract by indicating such change in the IFB Special Conditions, Technical Specifications, Instructions,Proposal Pages, Addenda, and Legal Advertisement. PART I- CONDITIONS OF BIDDING 1.1 CLARIFICATION OF TERMS: If any Bidder or Offeror has questions about the specifications or other solicitation documents in connection with an RFQ,RFP or ITB, the prospective Bidder or Offeror must contact the Procurement Department no later than five(5) business days prior to the date set for the opening of Bid or Proposals or receipt of Proposals. Any revisions to the solicitation will be made only by addendum issued by the Procurement Representative. Notifications regarding specifications may not be considered if received in less than five(5) business days of the date set for opening of Bid or Proposals or receipt of Bids or Proposals. 1.2 USE OF AUTHORITY FORM AND TERMS AND CONDITIONS: Failure to submit a solicitation on the official Authority form provided for that purpose or unauthorized modification of or additions to any portion of the solicitation documents may be a cause for rejection of the Bid or Proposal. The Authority reserves the right to decide,on a case-by-case basis, in its sole discretion,whether to reject any Bid or Proposal which has been modified. The Authority shall not be responsible for any errors or omissions of the Bidder or Offeror. The solicitation shall be signed by a representative authorized to legally bind the firm submitting the Bid or Proposal. By signing the solicitation,the Bidder or Offeror agrees to the terms and conditions of the solicitation and certifies that it has inspected the job site(s)and shall be deemed to be aware of the conditions under which the work must be accomplished. Claims, because of failure to inspect the job site, shall not be considered by the Authority. 1.3 EXCEPTIONS: For purposed of Bid or Proposal evaluation, Bidder or Offeror must indicate any exceptions, no matter how slight, from the General Terms and Conditions, Special Conditions, Specifications or Addenda in the space provided on the Bid or Proposal form. No exceptionsby a Bidder or Offeror will be considered or deemed a part of the Bid or Proposal submitted unless such exceptions are listed in the Bid or Proposal and referenced in the space provided on the Bidder or Offeror proposal form. If exceptions are not stated or referenced as required,it will be assumed thatthe product or service fully complies with the Authority's terms,conditions,and specifications. By receiving a Bid or Proposal,the Authority does not necessarily accept any exceptions contained in the Bid or Proposal. All exceptions submitted are subject to review and approval by the Authority. If any Bid or Proposal contains material exceptions that, in the Authority's sole opinion, make that Bid or Proposal conditional in nature,the Authority reserves the right to reject the Bid or Proposal in its entirety or that part of the Bid or Proposal which contains material exceptions. ITB#2020/2021-A8 Page 8 of 39 1.4 NO BID RESPONSE: Offerors electing not to submita Bid or Proposal in response to this solicitation should select"No Bid"within the Bonfire Portal https://clayutility.bonfirehub.com. Failure to return the form may result in your omission from future Bid lists. 1.5 BID OR PROPOSALS FIRM FOR ACCEPTANCE: Bidder or Offeror warrants, by virtue of bidding, that its Bid or Proposal and the prices quoted in its Bid or Proposal will be firm for acceptance by the Authority for a period of ninety (90)days from the date of Bid or Proposal opening unless otherwise stated in the solicitation. 1.6 LATE BID OR PROPOSAL & MODIFICATION OF BID OR PROPOSAL: Any Bid or Proposal modification received after the exact time specified for receipt of the Bid or Proposal or the modification is considered a late Bid or Proposal modification and SHALL not be considered. The Authority is not responsible for delays in delivery of Bid or Proposal. It is the sole responsibility of the Bidder or Offeror to ensure its Bid or Proposal reaches the CCUA Procurement Department by the designated date, hour,and location. a. The official time used in the receipt of Bid or Proposals is that time stamped by the automatic time stamp within the Bonfire Platform. No submission will be accepted after the designated submission date. b. If the Authority closed its office due to inclement weather or for safety reasons,the time for Bid or Proposals opening or receipt of Bid or Proposals will be extended to the next business day,same time. c. Offerors may modify their Bid or Proposals prior to the date and time specified for the bid opening Facsimile and hard copy modification of Bid or Proposals shall not be accepted unless the solicitation allowed submittal by facsimile. 1.7 WITHDRAWAL OF BID OR PROPOSALS: A Bidder or Offeror for a contract may request withdrawal of his or her Bid/Proposal under the following circumstances: a. Bid or Proposals may be withdrawn on written requests from the Bidders or Offerors received at the address shown in the solicitation prior to the time of acceptance. b. Requests for withdrawal of Bid or Proposals after opening of such Bid or Proposals but prior to award shall be transmitted to the Authority's Procurement Department, in writing,accompanied by full documentation supporting the request. If the request is based on a claim of error, documentation must show the basis oferror. Such documentation may take the form of supplier quotations,Offeror work sheets, etc. If bid bonds were tendered with the Bid/Proposal the Authority may exercise its right of collection. c. Bid or Proposals shall not be withdrawn after award of a contract or issuance of a purchase order. No plea or claim of mistake in the solicitation or resulting contract or purchase order shall be available as a defense in any legal proceeding brought upon a contract or purchase order awarded to a Bidder/Offeror because of the breach or nonperformance of such contract or purchase order. 1.8 ERROR IN BID OR PROPOSALS: When an error is made in extending total prices,the unit bid price will govern. Erasures in Bid or Proposals must be initialed by the Bidder or Offeror. Carelessness in quoting prices or in preparation of bid or otherwise, will not relive the Bidder or Offeror of its responsibilities to provide the good or service. Bidders or Offerors are cautioned to recheck their Bid or Proposal for possible ITB#2020/2021-A8 Page 9 of 39 errors. Errors discovered afterpublic opening cannot be corrected and the Bidder or Offeror will be required to perform if his or her Bid or Proposal is accepted. 1.9 IDENTIFICATION OF PROPOSAL ENVELOPE: The signed Bid must be uploaded to the Bonfire website by the due date and time. Sealed proposal envelope is not required. The sealed proposal will be submitted electronically. 1.10 PRICING a. Bidder or Offeror warrants by virtue of bidding that prices,terms and conditions quoted in its Bid or Proposal will be firm for acceptance for a period of ninety(90)days from the date of Bid or Proposal opening unless otherwise stated by the Authority or Bidder or Offeror. b. Prices should be stated in units of quantity as specified in the Bid/Proposal form. c. Bid or Proposal prices shall be for complete installation ready for the Authority's use and shall include all applicable freight and installation charges;extra charges not allowed. d. When an annual contract is not requested by the Authority and the Bid or Proposal is for products or services to be delivered on a one-time only or staggered basis, only firm pricing shall be given consideration. General terms such as "price in effect at time of delivery"shall not be considered. e. Firm Price and Price Escalation or De-Escalation. All prices are to remain firm for a period of one (1)year from the effective date of the contract. The Authority will consider price escalation or de- . escalation on prior to the annual anniversary date of the contract effective date. Escalation and de- escalation will be reviewed by the Authority on an item-by-item basis. Supplier/Contractor/Consultant may request increases or decreases in price as follows: Within at least ninety (90) days prior to the expiration of the current term, the Supplier/Contractor/Consultant may submit a written request for escalation or de-escalation only on items for which it can no longer honor the awarded price. The request must include the Authority's stock number, if applicable,a brief description of the item, and a new price that will remain firm until the next anniversary date. CCUA reserves the right to: A. Grant or decline any request for escalation or de-escalation with or without cause. B. Request documentation from the referenced parts manufacturer justifying any requested increase. In the event of such request the Authority will only allow the Supplier/Contractor/Consultantto increase its contract price by the amount of the actual increase as provided by the parts manufacturer. C. The justification for the increase shall be based on an average of the previous twelve(12)months of the overall Consumer Price Index(CPI). Any decision of the Authority to grant or decline a request for price adjustment will be at the Authority's sole discretion and its decision shall be final.Annual rate adjustments for sery ices will be atthe discretion of the Authority. ITB#2020/2021-A8 Page 10 of 39 1.11 TIE BID OR PROPOSALS: A Drug Free Workplace Statement must be completed, signed, and returned prior to award of Bid or Proposal. This form will be used whenever two or more Bid or Proposals that are identical with respect to price, quality,delivery,and service are received;a Bid or Proposal received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. 1.12 TAX EXEMPTION: The Authority is exempt from Federal excise and State sales taxes. Tax exemption number is 85-8012536416C-5 and is also stipulated on our Purchase Orders. 1.13 LICENSES, PERMITS, AND FEES: All Bid or Proposals submitted shall have included a list of any business and professional licenses,permits,or fees required by the Authority. END OF SECTION 1 ITB#2020/2021-A8 Page 11 of 39 PART II- DEFINITIONS/ORDER OF PRECEDENCE 2.1 BIDDING DEFINITIONS:The Authority will use the followingdefin itions in its these CONDITIONS AND INSTRUCTIONS TO BIDDERS OR OFFERORS and in its general conditions, special conditions, technical specifications, instructions to Bidders or Offerors, addenda, and any other document used in the bidding process: a. INVITATION TO BID—(ITB) when the Authority is requesting Bids from qualified Bidders. b. REQUEST FOR PROPOSAL — (RFP) when the Authority is requesting proposals from qualified Offerors. c. REQUEST FOR QUOTATION — (RFQ) when the Authority is requesting quotes from qualified Bidders or Offerors. d. BID—a price and terms quote received in response to an ITB. e. PROPOSAL—a proposal received in response to an RFP or RFQ. f. BIDDER—person or firm submitting a Bid. g. OFFEROR—person or firm submitting a Proposal. h. RESPONSIVE BIDDER — a person whose bid conforms in all material respects to the terms and conditions included in the ITB. i. RESPONSIBLE BIDDER — a person who has the capability in all respects to perform in full the contract requirements,as stated in the ITB,and the integrity and reliability that will assure good faith performance. j. SUCCESSFUL OFFEROR—a successful bidder or offeror who is awarded a purchase order,award contract, blanket purchase order agreement, or term contract to provide goods or services to the Authority. k. CONTRACT — a written agreement for the procurement or disposal of equipment, materials, supplies, or services but not for public construction. I. PUBLIC ENTITY CRIME and CONVICTED OFFEROR LIST have the meanings set out in Section 287.133,Florida Statutes. 2.2 SPECIAL CONDITIONS: Any and all Special Conditions contained in this ITB that may be in variance or conflict with these General Conditions shall have precedence over these General Conditions, except as otherwise provided. If no changes or deletions to the General Conditions are made in the Special Conditions,then the General Conditions shall prevail in their entirety. END OF SECTION 2 ITB#2020/2021-A8 Page 12 of 39 PART III- SPECIFICATIONS 3.1 BRAND NAME OR EQUAL: When the technical specifications call for a brand name,manufacturer, make, model, or offeror catalog number with acceptance of APPROVE EQUAL, it shall be for the purpose of establishing a level of quality and features desired and acceptable to the Authority. In such cases, the Authority will be receptive to any unit that would be considered by qualified Authority personnel as an approved equal. In that the specified make and model represent a level of quality and features desired by the Authority;the Bidder or Offeror must state clearly in its bid any exceptions from those specifications. It is the Bidder's or Offeror's responsibility to provide adequate information in its Bid or Proposal,to enable the Authority to ensure that the Bid or Proposal meets the required criteria. If adequate information is not submitted with the Bid or Proposal, it may be rejected. The Authority will be the sole judge in determining if the item Bid or Proposal qualifies as an approved equal. 3.2 FORMAL SPECIFICATIONS: When a solicitation contains a specification which states no substitutes,no deviation there from will be permitted and the Bidder or Offeror will be required to furnish articles in conformity with that specification. 3.3 EQUIPMENT STANDARDS: Any equipment delivered shall be standard new equipment, latest model,the best quality, and the highest-grade work,except as otherwise specifically stated in the Bid or Proposal. Any part of nominal appurtenances which are usually provided in the manufacturer's stock model shall be furnished. 3.4 ANNUAL CONTRACT USAGE REQUIREMENTS: Whenever a Bid or Proposal is sought seeking a source of supply for an annual contract for products or services,the quantities or usage shown are estimates only. No guarantee or warranty is given or implied by the Authority as to the total amount that may not be purchased from any resulting contract. These quantities are for Bidder or Offerors information only and will be used for tabulation and presentation of Bid or Proposals END OF SECTION 3 ITB#2020/2021-A8 Page 13 of 39 PART IV- BIDDING AND AWARD PROCEDURES 4.1 AWARD OR REJECTION OF BID OR PROPOSALS: The Authority reserves the right to accept or reject any or all Bid or Proposals and to waive minor irregularities or variations to specifications contained in Bid or Proposals,and minor irregularities in the bidding process. The Authority reserves the right to award the contract on a split order basis; lump sum basis, individual item basis, or such combination as shall best serve the interest of the Authority. The Authority reserves the right to make an award to the responsive and responsible bidder whose product or service meet the terms, conditions, and specifications of the ITB and whose Bid or Proposal is considered to best the Authority's interest. In determining the responsiveness of the offer and the responsibility of the Bidder or Offeror,the following shall be considered: a. the ability, capacity and skill of the Bidder or Offeror to perform as required b. whether the Bidder or Offeror can perform promptly,or within the time specified, without delay or interference c. the character, integrity, reputation,judgment, experience and efficiency of the bidder d. the quality of past performance by the Bidder or Offeror e. the previous and existing compliance by the Bidder or Offeror with related laws, ordinances, administrative rules and orders and resolutions and requirements of the Authority. f. the sufficiency of the Bidder's or Offeror's financial resources g. the availability, quality and adaptability of the Bidder's or Offeror's supplies or services to the required use h. the ability of the Bidder or Offeror to provide future maintenance, service or parts i. the number and scope of conditions attached to the Bid or Proposal. If the ITB or RFQ prov ides for a contract trial period,the Authority reserves the right, in the event the selected Bidder or Offerors does not perform satisfactorily,to award for atrial period to the next ranked Bidder or Offeror or to award a contract to the next ranked Bidder or Offeror, if that Bidder or Offeror has successfully provided services to the Authority in the past. This procedure to continue until a Bidder or Offeror is selected or the contract is re-bid, at the sole option of the Authority. 4.2 QUALIFICATIONS OF BIDDERS OR OFFERORS: The Authority may make such reasonable investigations as it deems proper and necessary to determine the ability of the Bidder or Offeror to perform the work/furnish the item(s)and the Bidder or Offeror or shall furnish to the Authority all such information and data for this purpose as may be requested. The Authority reserves the right to inspect Bidder's or Offeror's physical facilities prior to award to satisfy questions regarding the Bidder's or Offeror capabilities. The Authority further reserves the right to reject any Bid or Proposal if the evidence submitted by or investigations of such Bidder or Offeror is properly qualified to carry out the obligations of the contract and to complete the work/furnish the item(s)contemplated herein. 4.3 USE OF OTHER GOVERNMENTAL CONTRACTS: The Authority reserves the right to reject any part of all of any Bid or Proposal received and utilize other available governmental contracts, is such action is in its best interest. ITB#2020/2021-A8 Page 14 of 39 4.4 PUBLIC ENTITY CRIMES: "A person or affiliate who has been placed on the convicted Offeror list following a conviction fora public entity crime may not submit a Bid or Proposal on a contractto provide any goods or services to a public entity, may not submita Bid or Proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit Bid or Proposals on leases of real property to a public entity,may not be awarded or perform works as a successful Offeror, supplier, sub successful Offeror, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted Offeror list." 4.5 PUBLIC RECORDS: Florida law provides that municipal records shall at all times is open for personal inspection by any person. Section 119.01, F.S., the Public Records Law. Sealed Bid or Proposals received by the Authority in connection with an ITB, RFP or RFQ shall be deemed to be public records subject to public inspection upon award, recommendation for award, or 10 days after bid opening, whichever occurs first. However,certain exemptions to the public records law are statutorily provided for in Section 119.07, F.S. If the Bidder or Offeror believes any of the information contained in its response is exempt from the Public Records Law, and then the Bidder or Offeror must in his or her response specifically identify the material which is deemed to be exempt and cite the legal authority for the exemption,otherwise,the Authority will treat all materials received as non-exempt. The Authority's determination of whether an exemption applies shall be final,and the Bidder or Offeror agrees to defend, indemnify,and hold harmless the Authority and the Authority's officers,employees and agents,against any loss or damages, including but not limited to attorneys' fees, incurred by any person or entity as a result of the Authority's treatment of records as public records. 4.6 PROHIBITION OF INTEREST: No member,officer, agent, or employee of the Authority, either for himself or as agent for anyone else or as a stockholder or owner in any other legal entity,shall participate in or benefit directly or indirectly from any sale, purchase, lease, contract or other transaction entered into by the Authority. No contract will be awarded to a bidding firm in violation of the foregoing provision or in violation of Part III of Chapter 112, Florida Statutes. Any firm in which any member of the Board of Supervisors ofthe Authority or any officer or emp loyee of the Authority or such individual's spouse or child is an officer, partner, director or proprietor or in which any such individual or any combination of them has a material interest as defined in Part III of Chapter 112, Florida Statutes, must disclose such interest and must fully comply with state law, including the Authority's governing act and Part III of Chapter 163, Florida Statutes and may be precluded from obtaining an award.. Bidders or Offerors must disclose any such affiliation or material interest. Failure to disclose any such affiliation or material interest will result in disqualification of the Bidder or Offeror and removal of the Bidder or Offeror from the Authority's Bidder's or Offeror's list and prohibition from engaging in any business with the Authority. END OF SECTION 4 ITB#2020/2021-A8 Page 15 of 39 PART V- BONDS AND INSURANCE 5.1 PERFORMANCE BOND/IRRECOVABLE LETTER OF CREDIT: If a performance bond or irrevocable letter of credit is required in the Special Conditions, the Successful Offeror shall within fifteen (15)working days after notification of award,furnish to the Authority a performance bond or an unconditional irrevocable letter of creditpayableto the Clay County Utility Authority,in the face amount specified in the Special Conditions as surety for faithful performance under the terms and conditions of the contract. If the bond is on an annual coverage basis, renewal for each succeeding year shall be submitted to the Authority thirty(30)days prior to the termination date of the existing performance bond. The performance bond must be executed by a surety company of recognized standing,authorized to do business in the State of Florida and having a resident agent. If a letter of credit is chosen, it must be in a form acceptable to the Authority,drawn on a local bank acceptable to the Authority and issued in favor of the Authority. If the Bidder or Offeror wishes to use a non-local bank,he must have prior Authority approval of the requirements to draw against the letter of credit. 5.2 BID SURETY: If Special Conditions require a bid security, it shall be submitted in the amount stated. A bid security can be in the form of a bid bond, postal money order,cashier's check,or irrevocable letter of credit. Bid security will be returned to the unsuccessful Bidders or Offerors as soon as practicable after opening of Bid or Proposals. Bid security will be returned to the successful Bidder or Offeror after acceptance of the performance bond or irrevocable letter of credit, if required;acceptance of insurance coverage, if required;and full execution of contract documents,if required;or conditions as stated in the Special Conditions. 5.3 LETTERS OF CREDIT: Generally,the Authority will require that the bank be rated A or better by a major rating agency. If the rating of the bank is downgraded below investment grade or if due to other circumstances,the Authority has concerns about the credit worthiness of an issuing bank,the Bidder or Offeror may be required to replace the letter of credit with a letter of credit issued by a different bank acceptable to the Authority or with a performance bond or, in the case of Bid Security with a letter of credit issued by a different bank acceptable to the Authority or with a bid bond,postal money order, cashier's check. 5.4 INSURANCE: If the Successful Offeror is required to go on the Authority property to perform work or services because of contract award,the Successful Offeror shall assume full responsibility and expense to obtain all necessary insurance as required by the Authority or specified in the Special Conditions. The Successful Offeror shall provide to the Authority original certificates and coverage and receive notification of approval of those certificates by the Authority's Risk and Safety Manager prior to engaging in any activities under this contract. The Successful Offeror's insurance is subject to the approval of the Authority's Risk and Safety Manager. The certificates must list the Authority as ADDITIONAL INSURED and shall have no less than thirty(30)days written notice of cancellation or material change. Further modification of the insurance requirements may be made at the sole discretion the Authority's Risk and Safety Manager if circumstances change, or adequate protection of the Authority is not presented. END OF SECTION 5 ITB#2020/2021-A8 Page 16 of 39 PART VI- PURCHASE ORDER AND CONTRACT TERMS 6.1 CONFIDENTIALITY AND OWNERSHIP OF DATA: Any reports, information, intellectual property, data, drawings, specifications estimate, and summaries given to or prepared or assembled by the Successful Offeror under the Scope of Work of the contract, shall not be made available to any ind iv idual or organ ization by the Successful Offeror without prior written approval of the Authority. All items shall become the property of the Authority upon payment of fees as required by the contract. 6.2 OBLIGATIONS OF THE AUTHORITY AND SUCCESSFUL OFFEROR: Authority: The Authority shall furnish to the Successful Offeror all available information as listed in the solicitation that may be useful for the contract work. The Authority shall assist the Successful Offeror in obtaining access to enter upon public and priv ate property as required to perform the contract work. The Authority shall designate a representative who shall serve as the principal contact and give direction to the Successful Offeror throughout the duration of the contract. Successful Offeror:The Successful Offeror represents that he has, or shall secure at his expense, all personnel, including sub successful Offerors required to perform and complete the Scope of Work. 6.3 PAYMENT TERMS: Unless otherwise provided in the solicitation payment will be made thirty (30) days after receipt of a proper invoice with complete supporting documentation,or thirty (30)days after receipt of all goods or acceptance of work,whichever is the latter. 6.4 SAFETY STANDARDS: All manufactured items and fabricated assemblies shall comply with applicable requirements of the Occupational Safety and Health Act of 1970 as amended, and be in compliance with Chapter 442, Florida Statutes. Any toxic substance listed in Section 38F-41.03 of the Florida Administrative Code delivered as a result of this order must be accompanied by a completed Material Safety Data Sheet(MSDS). 6.5 OTHER GOVERNMENTAL ENTITIES:If the Bidder or Offeror is awarded a contract as a result of this RFP, IFB or RFQ he or she will, if has sufficient capacity or quantities available, provide to other governmental agencies so requesting,the products or services awarded in accordance with the terms and conditions of the RFP, ITB or RFQ and resulting contract. Prices shall be F.O.B. delivered to the requesting agency. 6.6 VERBAL INSTRUCTIONS PROCEDURE: No negotiations, decisions, or actions shall be initiated or executed by the Successful Offeror because of any discussions with any Authority employee. Only those communications which are in writing from an authorized Authority representative may be considered. Only written communications from Successful Offerors,which are assigned by a person designated as authorized to bind the Successful Offeror, will be recognized by the Authority as duly authorized expressions on behalf of Successful Offerors. 6.7 INDEPENDENT SUCCESSFUL OFFEROR: The Successful Offeror is an independent successful Offeror under this Agreement. Personal services provided by the Bidder or Offeror shall be employees of the Successful Offeror and subject to supervision by the Successful Offeror, and not as officers, employees, or agents of the Authority. Personal policies, tax responsibilities, social security, health insurance,employee benefits,purchasing policies unless otherwise stated in this solicitation and other similar administrative procedures applicable to services rendered under this contract shall be those of the Successful Offeror. 6.8 INDEMNITY/HOLD HARMLESS AGREEMENT: The Successful Offeror agrees to protect, defend, indemnify, and hold harmless the Authority and its officers,employees and agents from and against any and all losses, penalties, damages, settlements, claims, costs, charges for other expenses, ITB#2020/2021-A8 Page 17 of 39 litigation,whether in court or before an administrative body,or liabilities of every an dany kind including attorney fees, in connection with or arising directly or indirectly out of the work agreed to or performed by Successful Offeror under the terms of any agreement that may arise due to the bidding process. Without limiting the foregoing,any and all such claims,suits,or other actions relating to personal injury, death, damage to property, defects in materials or workmanship, actual or alleged violations of any applicable Statute, ordinance,administrative order, rule or regulation, or decree of any court shall be included in the indemnity hereunder. 6.9 TERMINATION FOR CAUSE: If,through any cause,the Successful Offeror shall fail to fulfill in a timely and proper manner its obligations under this Agreement,or if the Successful Offeror shall violate any of the provisions of this Agreement,the Authority may upon written notice to the Successful Offeror terminate the right of the Successful Offeror to proceed under this Agreement, or with such part or parts of the Agreement as to which there has been default, and may hold the Successful Offeror liable for any damages caused to the Authority by reason of such default and termination. In the event of such termination, any completed services performed by the Successful Offeror under this Agreement shall at the option of the Authority become the Authority's property and the Successful Offeror shall be entitled to receive equitable compensation for any work completed to the satisfaction of the Authority,not to exceed an amount equal to percentage of the contract price representing the percentage of the work completed satisfactorily. The Successful Offeror, however, shall not be relieved of liability to the Authority for damages sustained by the Authority by reason of any breach of the Agreement by the Successful Offeror and the Authority may withhold any payments to the Successful Offeror for the purpose of setoff until such time as the amount of damages due to the Authority from the Successful Offeror can be determined. 6.10 TERMINATION FOR CONVENIENCE: The Authority reserves the right, in its best interest as determined by the Authority,to cancel contract by giving written notice to the Successful Offeror thirty (30)days prior to the effective date of such cancellation. 6.11 CANCELLATION FOR UNAPPROPRIATED FUNDS:The obligation of the Authority for payment to a Successful Offeror is limited to the availability of funds appropriated in a current fiscal period and continuation of the contract into subsequent fiscal period is subject to appropriation of funds, unless otherwise authorized by law. 6.12 RECORDS/AUDIT: The Successful Offeror shall maintain during the term ofthe contract all books of account,reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the Authority's Auditors. The Successful Offeror agrees to make available to the Authority's Auditors during normal business hours all books of account,reports,and records relating to this contract for the duration of the contract and retain them for a minimum period of three (3)years beyond the last day of the contract term. 6.13 LAWS/ORDINANCES: The Successful Offeror shall observe and comply with all Federal,state,local and municipal laws, ordinances rules and regulations as well as all resolutions or directives of the Authority that would apply to this contract. 6.14 NON-DISCRIMINATION: There shall be no discrimination as to race, sex, color, creed, age or national origin in the operations conducted under this contract. 6.15 ELIGIBILITY: If applicable,the Successful Offeror must first register with the Department of State of the State of Florida in accordance with Florida Statutes, prior to entering a contract with the Authority. ITB#2020/2021-A8 Page 18 of 39 6.16 COPYRIGHTS OR PATENT RIGHTS: The Bidder or Offeror certifies by submission of Bid/Proposal that there has been no violation of copyrights or patent rights in manufacturing, producing, or selling the product or services shipped or ordered as a result of this Bid or Proposal. The succ essful Bidder or Offeror shall,at its own expense defend any and all actions or suits charging such infringement and will save the Authority, its officers, employees,and agents harmless from any and all liability, loss, or expense occasioned by any such violation. 6.17 INVOICES: Invoices for items ordered, delivered, and accepted shall be submitted by the Successful Offeror directly to the email address shown on the purchase order/contract. All invoices shall show the IFB/RFP number and or purchase order number. 6.18 DEFAULT: In case of failure to deliver goods or services in accordance with the contract terms and conditions,the Authority after due oral and written notice, may procure them from other sources and hold the Successful Offeror responsible for any resulting additional purchase and administrative costs. 6.19 DELIVERY: In the appropriate space,the Bidder or Offeror shall state the time of proposed delivery or project completion in number of calendar days. Unless otherwise specified, calendar days shall be presumed. Unless otherwise specified, quote the earliest delivery possible as this may be considered a factor in making award. Delivery expressed in calendar days may be given preference over such general terms as "stock immediately"and "as soon as possible". As time will be of the essence for any orders placed as a result of this bid, the Authority reserves the right to cancel such orders or any part thereof, without obligation if delivery is not made at the time(s)specified on the bid form. END OF SECTION 6 ITB#2020/2021-A8 Page 19 of 39 PART VII- DELIVERY PROVISION 7.1 SHIPPING INSTRUCTIONS-CONSIGNMENT: Unless otherwise specified in the solicitation of each case,crate, barrel, package, etc.,delivered under the contract must be plainly stenciled or securely tagged, stating the Successful Offeror's name, purchase order number,and delivery address as indicated in the order. Where shipping containers are to be used,each container must be marked with the purchase order number, name of Successful Offeror, the name of the item, the item number, and the quantity contained therein. Deliveries must be made within the hours of 8:00 a.m.—3:00 p.m. Deliveries at any other time will not be accepted unless specific arrangements have been previously made with designated individual at the delivery point. No deliveries will be accepted on Saturdays, Sundays and holidays unless previous arrangements have been made. It shall be the responsibility of the Successful Offeror to insure compliance with these instructions for items that are drop shipped. 7.2 RESPONSIBILITY FOR SUPPLIES TENDERED: The Successful Offeror shall be responsible for loss or damage to materials or supplies covered by the contract until they are delivered at the designated point, a physical inspection is made by the Authority and the material or supplies are accepted by the Authority. The Successful Offeror shall bear all risk of loss or damage to rejected materials or supplies and for all materials and supplies prior to acceptance by the Authority. Rejected materials or supplies must be removed by and atthe expense of the Successful Offeror promptly a fter notification of rejection, unless public health and safety require immediate destruction or other disposal of rejected delivery. If rejected materials are not removed by the Successful Offeror within ten (10) days after date of notification,the Authority may return the rejected materials or supplies to the Successful Offeror at his or her risk and expense or dispose of them as its own property. 7.3 TESTING AND INSPECTION: The Authority reserves the right to conduct any test/inspection it may deem advisable to assure that of supplies and services conform to the specifications. Inspection and acceptance of materials or supplies will be made after delivery at destinations herein specified unless otherwise stated. If inspection is made after delivery at destination herein specified,the Authority will bear the expense of inspection except for the value of samples used in case of rejection. Final inspection shall conclusive except in regard to latent defects, fraud or such gross mistakes as to amount to fraud. Final inspection and acceptance or rejection of the materials or supplies will be made as promptly as practicable, but failure to inspect and accept or reject materials or supplies shall not impose liability on the Authority for such materials or supplies as are not in accordance with the specifications. 7.4 COMPLIANCE: Delivery must be made as ordered and in accordance with the solicitation or as directed by the Procurement Department when not in conflict with the bid/contract. The decision the Authority as to reasonable compliance with delivery terms shall be final. Burden of proof of delay in receipt of goods by the purchaser shall rest with the Successful Offeror. Any request for extension of time of delivery from that specified must be approved by the Procurement Department,such extension applying only to the particular item or shipment affected. Should the Successful Offeror be delayed by the Authority,there shall be added to the time of completion a time equal to the period of such delay caused by the Authority. However,the Successful Offeror shall not be entitled to claim damages of extra compensation for such delay or suspension. 7.5 POINT OF DESTINATION: All materials shipped to the Authority must be shipped F.O.B. DESTINATION unless otherwise stated in the contract. The materials must be delivered to the "Ship To" address indicated on the purchase order. 7.6 REPLACEMENT: Materials or components that have been rejected by the Procurement Department, in accordance with the terms of the contract,shall be replaced by the Successful Offeror at no cost to the Authority. ITB#2020/2021-A8 Page 20 of 39 7.7 PACKAGING SLIPS OR DELIVERY TICKETS: All shipments shall be accompanied by packing slips or delivery tickets and shall contain the following information for each item delivered: a. purchase order number/contract number b. name of article and stock number c. quantity ordered d. quantity shipped e. quantity back ordered f. the name of the Successful Offeror Successful Offerors are cautioned that failure to comply with these conditions shall be considered sufficient reason for refusal to accept the goods. 7.8 SAMPLES: Evidence in the form of samples may be requested if brand being quoted upon is other than as specified. The Authority reserves the right to request that such samples be furnished at the time of bid opening. The Authority also reserves the right to request samples after the date of bid opening Requested samples must be furnished free of expense to the Authority and if not used in testing or destroyed,will, upon request,be returned at the Bidder's or Offeror's expense. END OF SECTION 7 ITB#2020/2021-A8 Page 21 of 39 PART VIII—BIDDER/OFFEROR/ SUCCESSFUL OFFEROR REMEDIES 8.1 PROTEST OF AWARD OR DECISION TO AWARD/EXHAUSTION OF ADMINISTRATIVE PROCEEDING: A written notice of protest must be made within seventy-two(72)hours following posting of the recommendation for award. Protest procedures stated in Resolution Number 2020/2021-04 are available from the Authority's Procurement Department. The Bidder or Offeror must exhaust the administrative protest procedures before bringing suit. Failure to file a protest within the time prescribed herein and to exhaust the remedy provided by the Authority for such bid protest shall constitute a waiver of the right to bring suit. 8.2 DISPUTES: In the case of any doubt or differences of opinion as to the items to be furnished hereunder, the directions of the Board of Supervisors for the Authority's Executive Director shall be final and binding on both parties. 8.2.1.1 NO CONSEQUENTIAL DAMAGES: Consequential damages shall not be available to a Successful Offeror for breach of contract by the Authority. 8.3 NO DAMAGES REMEDY TO OFFEROR OR BIDDER: An Offeror or Bidder who is unsuccessful shall not have a damages remedy as a result of the rejection of the Bid or Offer but shall be limited to the administrative remedies provided by the Authority and, after exhausting such remedies,the further remedy of declaratory relief or,in a proper case, injunction. Venue shall in all cases be in Clay County,Florida. 8.4 PERSONAL PRONOUNS AND TERMINOLOGY. The personal pronouns are used interchangeably regardless of sex and regardless of the legal status or identity of the entity or person to which the terms apply. 8.5 PRECEDENCE IN TERMS In the event of a conflict,the Special Terms and Conditions shall take precedence. 8.6 INCURRED EXPENSES This ITB does not commit the Authority to award a contract, nor shall the Authority be responsible for any cost or expense which may be incurred by the bidder in preparing and submitting the Submittal called for in this solicitation, or any cost or expense incurred by the bidder prior to the execution of a contract agreement. 8.7 BANKRUPTCY/INSOLVENCY At the time of bid submittal,the bidder shall not be in the process of or engaged in any type of proceedings in insolvency or bankruptcy, either voluntary or involuntary, or receivership proceedings. If the bidder is awarded a contract for six (6)months or longer,and files for bankruptcy, insolvency or receivership,the Authority may,at its option,terminate and cancel said contract, in which event all rights hereunder shall immediately cease and terminate. 8.8 INDEPENDENT SUCCESSFUL OFFEROR STATUS AND COMPLIANCE WITH THE IMMIGRATION REFORM AND CONTROL ACT OF 1986 The Successful Offeror is and shall remain an independent Successful Offeror and is neither agent, employee, partner, nor joint venture of Authority. Successful Offeror acknowledges that he/she is responsible for comp lying with the provisions ofthe Immigration Reform andControl Act of 1 986 located at 8 U.S.C. 1324 et. Seq.,and regulations relating thereto,as either may be amended from time to time. Failure to comply with the above provisions shall be considered a material breach and shall be grounds for immediate termination of the contract,at the discretion of the Authority. ITB#2020/2021-A8 Page 22 of 39 8.9 INDEMNIFICATION The Authority shall not be responsible for property damage,personal injury, or death to persons,which occurs without fault on the part of the Authority, as a result of or incident to the performance of the awarded firm. To the fullest extent permitted by laws and regulations,the awarded firm shall indemnify and hold harmless the Authority, its officers, employees,agents and other consultants of each and any of them from and against all claims, costs, losses and damages caused by, arising out of, or resulting from the performance of the work, provided that any such claim, cost, loss or damage is (I) attributable to bodily injury, sickness, disease or death resulting therefrom and (2) is caused in whole or in part by negligent act or omission of awarded firm,any subcontractor,any supplier, any person or organization directly or indirectly employed by any of them to perform or furnish any of the work or anyone for whose acts any of them may be liable,regardless of whether or not caused in part by any negligence or omission of a person or entity indemnified hereunder or whether liability is imposed upon such indemnified party by laws and regulations regardless of the negligence of any such person or entity. END OF SECTION 8 ITB#2020/2021-A8 Page 23 of 39 Scope of Work CCUA is soliciting competitive Bids to establish a Contract to purchase from a qualified fine, hereinafter referred to as the ("Contractor", "Vendor", or "Supplier")to provide the following items: Item Estimated Product Description Number Quantities Number 1 15 20040 CLX CLX Chlorine Analyzer:meet the design criteria specified by Standard Methods for the Examination of Water and Wastewater(21 st Edition)Method 4500-C1 G.DPD Colorimetric Method which is listed by USEPA as an approved method. Range:0- 10 mg/L Requires reagent;either DPD free chlorine or DPD total chlorine 2 265 09951 JAW Free DPD Free Chlorine JAW Kit-to be DPD 30 day used with CLX 30 Day Supply 3 72 09951H JAW DPD Reagent JAW Free Chlorine Hach Free C 12 Use with Hach CL 17 30 30 Dav Supply *Quantities are estimates only. CCUA reserves the right to purchase more or less then the estimated amount. Bidder's pricing must remain valid for 90 days. ITB#2020/2021-A8 Page 24 of 39 Insurance Requirements The Awarded Firm shall submit Certificate of Insurance to CCUA within(15)fifteen business days after Notice of Intent to Award. COMMERCIAL GENERAL LIABILITY INSURANCE The Contractor/Vendor shall purchase and maintain at the Contractor/Vendor's expense Commercial General Liability insurance coverage(ISO or comparable Occurrence Form)for the life of this Contract. Modified Occurrence or Claims Made forms are not acceptable. The Limits of this insurance shall not be less than the following limits: Each Occurrence Limit $1,000,000 Personal&Advertising Injury Limit $1,000,000 Fire Damage Limit(any one fire) $300,000 Medical Expense Limit(any one person) $10,000 Products&Completed Operations Aggregate Limit $1,000,000 General Aggregate Limit (other than Products& Completed Operations)Applies Per Project $1,000,000 General liability coverage shall continue to apply to "bodily injury"and to"property damage" occurring after all work on the Site of the covered operations to be performed by or on behalf of the additional insureds has been completed and shall continue after that portion of"your work" out of which the injury or damage arises has been put to its intended use. WORKERS'COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE The Contractor/Vendor shall purchase and maintain at the Contractor/Vendor's expense Workers' Compensation and Employer's Liability insurance coverage for the life of this Contract. The Limits of this insurance shall not be less than the following limits: Part One—Workers' Compensation Insurance—Unlimited Statutory Benefits as provided in the Florida Statutes and Part Two—Employer's Liability Insurance Bodily Injury By Accident $500,000 Each Bodily Injury By Disease $500,000 Policy Bodily Injury By Disease $500,000 Each *If leased employees are used, policy must include an Alternate Employer's Endorsement. EXCESS LIABILITY INSURANCE The Contractor/Vendor shall purchase and maintain at the Contractor/Vendor's expense Excess Liability(Umbrella Form) insurance coverage for the life of this Contract. The Limits of this insurance shall not be less than the following limits: Each Occurrence Limit $500,000 Aggregate Limit $500,000 PROFESSIONAL LIABILITY(ERRORS & OMISSIONS) This additional coverage will be required for all projects involving consultants,engineering services, architectural or design/build projects, indep endent testing firms and similar exposures. ITB#2020/2021-A8 Page 25 of 39 The Contractor/Vendor shall purchase and maintain at the Contractor/Vendor's expense Professional Liability insurance coverage for the life ofthis Contract. If the contract includes a requirement for Professional Liability or Errors and Omissions insurance,the minimum amount of such insurance shall be as follows: Each Occurrence/Annual Aggregate $1,000,000 Project Specific Design Professional Liability coverage will be provided on an Occurrence Form or a Claims Made Form with a retroactive date to at least the first date of this Agreement. If prov ided on a Claims Made Form,the coverages must respond to all claims reported within three years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. CRIME/FIDELITY COVERAGE This additional coverage will be required for all service providers involving information technology services,Pension consulting and administration, and similar exposures. The Contractor/Vendor shall purchase and maintain at the Contractor/Vendor's expense Crime/Fidelity and/or Fiduciary Liability insurance coverage for the life ofthis Contract. If the contract includes a requirement for expense Crime/Fidelity and/or Fiduciary Liability insurance,the minimum amount of such insurance shall be as follows: Third Party Employee Dishonesty $1,000,000 Contractor/Vendor shall require each of his Sub-Contractor/Vendors to likewise purchase and maintain at their expense Commercial General Liability insurance, Workers' Compensation and Employer's Liability coverage,Automobile Liability insurance and Excess Liability insurance coverage meeting the same limit and requirements as the Contractor/Vendors insurance. Certificates of Insurance acceptable to Clay County Utility Authority for the Contractor/Vendor's insurance must be received within five(5)days of Notification of Selection and at time of signing Agreement. Certificates of Insurance and the insurance policies required for this Agreement shall contain an endorsement that coverage afforded under the policies will not be cancelled or allowed to expire until at least thirty (30)days prior written notice has been given to Clay County Utility Authority. Certificates of Insurance and the insurance policies required for this Agreement will include a provision that policies,except Workers' Compensation,are primary and noncontributory to any insurance maintained by the ContractorNendor. Clay County Utility Authority must be named as an Additional Insured and endorsed onto the Commercial General Liability (CGL), Auto Liability and Excess Liability policy(ies).A copy o f the endorsement(s)must be supplied to Clay County Utility Authority ten(10)days following the execution of the agreement or prior to the first date of services,whichever comes first. CGL policy Additional Insured Endorsement must include Ongoing and Completed Operations (Form CG2010 11 84 OR Form CG2010 04 13 and GC2037 04 13 edition or equivalent).Other ITB#2020/2021-A8 Page 26 of 39 Additional Insured forms might be acceptable but only if modified to delete the word "ongoing" and insert the sentence"Operations include ongoing and completed operations". CGL policy shall not be endorsed with Exclusion -Damage to Work performed by SubContractorNendors on Your Behalf(CG2294 or CG2295)CGL policy shall not be endorsed with Contractual Liability Limitation Endorsement(CG2 139)or Amendment of Insured Contract Definition (CG 2426)CGL policy shall not be endorsed with Exclusion -Damage to Premises Rented to you(CG 2145) CGL policy shall include broad form contractual liability coverage for the Contractor/Vendors covenants to and indemnification of the Authority under this Contract Certificates of Insurance and the insurance policies required for this Agreement shall contain a provision under General Liability, Auto Liability and Workers' Compensation to include a Waiver of Subrogation clause in favor of Clay County Utility Authority. All Certificates of Insurance shall be dated and shall showthe name of the insured Contractor/Vendor,the specific job by name and job number,the name of the insurer,the policy number assigned its effective date and its termination date and a list of any exclusionary endorsements. All Insurers must be authorized to transact insurance business in the State of Florida as provided by Florida Statute 624.09(l)and the most recent Rating Classification/Financial Category of the insurer as published in the latest edition of"Best's Key Rating Guide' (Property-Casualty)must be at least A-or above. All the above referenced Insurance coverage is required to remain in force for the duration of this Agreement and for the duration of the warranty period.Accordingly, at the time of submission of final application for payment, Contractor/Vendor shall submit an additional Certificate of Insurance evidencing continuation of such coverage. CCUA may in addition to certificates request policies, endorsements,or invoices to verify all coverage under this contract. If the ContractorNendor fails to procure,maintain,or pay for the required insurance,Clay County Utility Authority shall have the right(but not the obligation)to secure same in the name of and for the account of Contractor/Vendor, in which event,Contractor/Vendor shall pay the cost thereof and shall furnish upon demand, all information that may be required to procure such insurance. Clay County Utility Authority shall have the right to back-charge Contractor/Vendor for the cost of procuring such insurance. The failure of Clay County Utility Authority to demand certificates of insurance and endorsements evidencing the required insurance or to identify any deficiency in Contractor/Vendors coverage based on the evidence of insurance provided by the Contractor/Vendor shall not be construed as a waiver by Clay County Utility Authority of Contractor/Vendor's obligation to procure,maintain and pay for required insurance. The insurance requirements set forth herein shall in no way limit Contractor/Vendors liability arising out of the work performed under the Agreement or related activities.The inclusions, coverage and limits set forth herein are minimum inclusion, coverage, and limits.The required minimum policy limits set forth shall not be construed as a limitation of Contractor/Vendor's right under any policy with higher limits,and no policy maintained by the ContractorNendor shall be construed as limiting the type, quality, or quantity of insurance coverage that Contractor/Vendor should maintain. ContractorNendor shall be responsible for determining appropriate inclusions, coverage, and limits, which may be more than the minimum requirements set forth herein. The insurance of any Contractor/Vendor or any Sub-ContractorNendor contains deductible(s), penalty(ies)or self-insured retention(s),the Contractor/Vendor or Sub- Contractor/Vendor whose insurance contains such provision(s)shall be solely responsible for payment of such deductible(s), penalty(ies)or self-insured retention(s). ITB#2020/2021-A8 Page 27 of 39 The failure of ContractorNendorto always comply fully and strictly with the insurance requirements set forth herein shall be deemed a material breach of the Agreement. CCUA reserves the right to request the purchase of additional coverage or limits on an as needed basis,based on job type and amount of exposure for specific contracts. Required Documentation 1 Attachment A—Addenda Acknowledgement Form Attachment B—Conflict of Interest Attachment C—Drug Free Workplace Compliance Form Attachment D -Non-Collusion Affidavit Attachment E—Non-Disclosure Agreement for Confidential Material Attachment F—Public Entities Crime Statement Attachment G—Public Records Compliance Attachment H—References Attachment I—Sample Contract (located within Bonfire under Required Documents) ITB#2020/2021-A8 Page 28 of 39 ATTACHMENT I RFP-XX-XXX DRAFT AGREEMENT TEMPLATE TITLE OF CONTRACT THIS AGREEMENT for is made and entered between Clay County Utility Authority, an independentspecial district established and created pursuant to Chapter 189,Florida Statutes,by special act of the Florida Legislature, 3176 Old Jennings Road, Middleburg, Florida 32068 (hereinafter referred to as the "AUTHORITY" or"CCUA") and name of contractor as listed on Sunbiz, street address, city, state, zip code (hereinafter referred to as the"CONTRACTOR"). WITNESS ETH: WHEREAS,the AUTHORITY has competitively solicited[commodity or service]pursuantto RFP-XX-XXX;and WHEREAS,the CONTRACTOR has exhibited by its response to the solicitation that it is capable of providing the required services;and WHEREAS,the parties beret v ed to the terms and conditions citedherein based on said solicitation; NOW,THEREFORE,it onsi ti of themutual covenants,terms,and provisions contained herein,the parties agree as follows: SECTION 1. TERM. The term of this Agreement sh ec• / festive on[INSERT DATE], 20 and continue through [INSERT DATE],20IX.The contract m e ••,subj-•tto written notice ofagreement,for one(1)additional two(2)year periods. SECTION 2. ' 'E ' A 'VIC _ The Contractor shall provide sery ices and a ccessories listLd in Ex' . iclt is attached hereto and incorporated herein. SECTION 3. OBLIGATIONS OF THE CONTRA OR. Obligations of the CONTRACTOR shall include,butnot be limited to, e A. It is understood that the CONTRACTOR shall provide and pa r all tr.tools, materials,perm its, equipment,transportation,supervision,and any and all other items or. ices.of any type whatsoever,which are necessary to fully complete and deliver the services requested by t UTHORITY,and shall not have the authority to create, or cause to be filed, any liens for labor and/or materials on, or against,the AUTHORITY,or any property owned by the AUTHORITY.Such lien,attachment,or encumbrance,until't is removed,shall preclude any and all claims or demands for any payment expected by virtue of this Agreement. B. The CONTRACTOR will ensure that all of its employees, agents, sub-contractors, representatives, volunteers,and the like,fully comply with all of the terms and conditions set herein,when providing serves forthe AUTHORITY in accordance herewith. C. The CONTRACTOR shall be solely responsible for the means, methods,techniques,sequences,safety programs,and procedures necessary to properly and fully complete the work set forth in the Scope of Services. D. The CONTRACTOR shall maintain an adequate and competent staff and remain authorized to do busness within the State of Florida. The CONTRACTOR may subcontract the services requested by the AUTHORITY,with prior written approval from AUTHORITY; however,the CONTRACTOR is fully responsible for the satisfactory completion of all subcontracted work. ITB#2020/2021-A8 Page 29 of 39 SECTION 4. STANDARD OF CARE. A. The CONTRACTOR has represented to the AUTHORITY that it possesses a level of knowledge, experience,and expertise that is commensurate with firms in the areas of practice required for the services to be provided. By executing this Agreement,the CONTRACTOR agrees that the CONTRACTOR will exercise that degree of care, knowledge, skill, and ability as any other similarly situated contractor possessing the degree of skill,knowledge,experience,and expertise within the local area,working on similar activities.The CONTRACTOR shall perform the services requested in an efficient manner,consistent with the AUTHORITY's stated scope of services and industry standards. B. The CONTRACTOR covenants and agrees that it and its employees, agents, sub-contractors, representatives,volunteers,and the like,sh all be bound by the same standards of conduct as stated above. SECTION 5. COI , TION. A. The a nt t - p,id under this Agreement for acceptable performance of[type of service] describe E. it`A' • ,k L exceed[Written Amount plus Dollars followed by($numerical amount)],b• o ectticd in Exhibit'B.' Or The amount to be par greet shall be in accordance with the unit prices listed it Exhibit'B'attached herd . B. Compensation for services comple y • ( ACTOR shall be paid in accordance with section 218.70,Florida Statutes,F da' pt Pa 'tattAct. C. Services to be performed in a ceordanc th t • m are subject to the annual appropriation of funds by the AUTHORITY.In its sole discretion,t HORITY reserves the right to fonrg) use of the CONTRACTOR for a ny proj ect which m I within the Scope of Services listed herd'. In the event the AUTHORITY is not satisfied w' c services vided by the CONTRACTOR, the AUTHORITY will hold any amounts du til such e the CONTRACTOR has appropriately addressed the problem. SECTION 6. TERMINATION. The AUTHORITY may terminate this Agreement,with or without cause,given thirty (30)days written notice to CONTRACTOR prior to the effectivedateof such cancellation. SECTION 7. TERMINATION FOR CAUSE. The AUTHORITY may terminate this Agreement, without further obligation, upon written notice to the CONTRACTOR if the CONTRACTOR breaches any material term of the Agreement and such breach remaiis uncured for (#)days after receipt of said notice. SECTION 8. PAYMENT WHEN SERVICES ARE TERMINATED. A. In the event of termination ofth is Agreement by the AUTHORITY,and notdue to the fault ofthe CONTRACTOR, the AUTHORITY shall compensate the CONTRACTOR for all authorized services performed prior to the effective date of termination. ITB#2020/2021-A8 Page 30 of 39 B. In the event of termination of this Agreement due to the fault of the CONTRACTOR,or at the written request of the CONTRACTOR,the AUTHORITY shall compensate the CONTRACTOR for all authorized services completed,prior to the effective date o f termination,which have resulted in a usable product or otherwise tangib le benefit to the AUTHORITY.All such payments shall be subject to an off-set for any damages incurred by the AUTHORITY resulting from any dehy occasioned by early termination.This provision shall in no way be construed as the sole remedy available to the AUTHORITY in the event ofbreach by the CONTRACTOR. SECTION 9. INSURANCE. A. The CONTRACTOR shall maintain the following types of insurance,with the respective lim is,and shall provide proof of same to the AUTHORITY,in the form of a Certificate of Insurance prior to the start of any work hereunder: COMMERCIAL ERAL LIABILITY INSURANCE The Contract or.N • . all purchase and maintain at the Contractor/Vendor's expense Commercial General Lia b.ity .um coverage(ISO or comparable Occurrence Form)forthe life of this Contract.M 'ifie• c -nce orClaims Made forms are not acceptable. The Lim it. ins all not be less than the following limits: Each Occurren $1,000,000 Personal&Ad% rtisin L. ' $1,000,000 Fire Damage Limit(a ne $300,000 Medical Expense Limit a •rso $10,000 Products&Completed Opetat. ' _,i.1 L'loolit $1,000,000Ge nera l Aggrega to Limit(oth- an ' •uc Completed Operations)Applies P. .je $1,000,000 General liability coverage shall continue to pply to y ""and to"property damage" occur•ingafterallworkontheSiteofthecoveredopetat' o be performed by or on behalf of the additional insureds has been completed and shallcont. afterthatpo ion of"your work"outof which the injury or damage arises has been put to its ended use. WORKERS'COMPENSATION AND EMPLOYER. .1 ► Y IN' 'RANCE The Con tractorNendor shall purchase and maintain at the Co , ctor i dots expense Workers' Compensation a nd Employer's Liability insurance coverage fo •life of this Contract. The Lim its of th is insurance shall not be less than the following lim its: Part One—Workers'Compensation Insurance—Unlimited Statutory Benefits as provided in the Florida Statutes and Part Two—Employer's Liability Insurance Bodily Injury By Accident $500,000 Each Bodily Injury By Disease $500,000 Each Bodily Injury By Disease $500,000 Each *If leased emp loy ees are used,policy must include an Alternate Employer's Endorsement. AUTOMOBILE LIABILITY INSURANCE The ContractorNendor shall purchase and maintain at the Contractor/Vendor's expense Automobile Liability in sura nc e c o ve rage forthe life of this Contract. The Lim its of this insurance shall not be less than the following lim its: Combined Single Lim it—Each Accident $1,000,000 ITB#2020/2021-A8 Page 31 of 39 Covered Automobiles shall include any auto owned or operated by the insured Contractor/Vendor, insured Su b-ContractorNendor including autos which are leased,hired,rented,or borrowed,including autos owned by their employees which are used in connection with the business of the respective Contractor/Ve ndor o r Sub-Contractor/Vend or. EXCESS LIABILITY INSURANCE The ContractorNend or shall purchase and maintain at the Contractor/Vendor's expense Excess Liability(Umbrella Form)insurance coverage fo r the life of this Contract. The Lim its ofthis insurance shall not be less than the following limits: Each Occurrence Limit $500,000 Aggregate Limit $500,000 PROFESSIONAL LIABILITY(ERRORS&OMISSIONS) This additional coverage will be required forall projects involving consultants,engineering services, architectural or design/build projects,independent testing firms and similar exposures. The ContractorNendor shall purchase and maintain at the Contractor/Vendor's expense Professional Liability insurane •age forthe life of this Contract. If the contra c es a quirement for Professional Lia bility or Errors and Om issions insurance,the minimums unto c insurance shall beasfollows: EachOccurnt. / alA_u • $1,000,000 Project Specific Design Professio • erage ill be provided on an Occurrence Form ora Claims Made Form with a retroactive daft. t lea irst date of this Agreement.Ifprovided on a Claims Made Form,the coverages must re n aims reported within three years following the period for which coverage is required . d cl ould h •been covered had the coverage been on an occurrence basis. CRIME/FIDELITY COVE RAG This add itional coverage will be requ' or ice p viders involving information technology services,Pension consultingandadminist •n,a • • re :ores, The ContractorNendor shall purchase and maintain a e ctor/Vendor's expense Crime/Fidelity and/or Fiduciary Liability insurance coverage for the lit' his Contract. If the contract includes a requirement forexpenseC idelitya uciary Lia bility insurance, the minimum amount of such insurance shall be as folio • Third Party Employee Dishonesty $1,000,000 B. The CONTRACTORshallname"Clay County Utility Authority", certificate holder and as additional insured,to the extent of the services to be provided hereunder,on required insurance policies,and provide the AUTHORITY with proofof same. C. The CONTRACTOR, and any authorized sub-contractor(s), shall provide the AUTHORITY's Procurement Department with a Certificate of Insurance evid encing such coverage forth e duration ofthis Agreement. Said Certificate of Insuranceshall be dated and show: 1. The name ofthe insured CONTRACTOR; 2. The specified jo b by name and job number; 3. The name ofthe insurer; 4. The number ofthe policy; 5. The effective date; 6. The termination date;and 7. A statement that the insurer will mail notice to the AUTHORITY at least thirty(30)days prior to any material changes in the provisions or cancellation of the policy. ITB#2020/2021-A8 Page 32 of 39 D. Receipt of certificates or other documentation of insurance or policies or copies of policies by the AUTHORITY,or by any of its representatives,which indicates less coverage than is required,does not constitute a waiver of the CONTRACTOR's obligation to fulfill the insurance requirements specified herein. E. The CONTRACTORshall ensure thatany sub-contractor(s),hired to perform any ofthe duties contained in the Scope of Services ofth is Agreement,maintain thesame insurance requirements set forth herein. In addition,the CONTRACTOR shall maintain proof of same on file and made readily available upon request by the AUTHORITY. SECTION 10. AUTHORITY OBLIGATIONS. At the CONTRACTOR's request,the AUTHORITY agrees to provide,at no cost,all pertinent information known to be available to the AUTHORITY to assist the CONTRACTOR in providing and performing the required services. SECTION 11. DOCUME C TITUTING ENTIRE AGREEMENT. Thefollowingdo cut re hereby..corporatedandmadepartofthisAgreement: lir1. Exhibt — ". tion s ent I TB-XX-XXX 2. Exhibit B—Ori' alb•• itted by Contractor 3. ExhibitC—I re .•1 a erial photos.orp tans In the event of a conflict between the et is, r provisions of this Agreement and Exhibit"A," the provisions ofthe Agreement shall take precc enc SECTION 12. APPLICABLE LACY,VENUE,JURYTRIAL. The laws of the State ofFlorida shall govern allaspects ofthis A ent. In the tit is necessary for either party to initiate legal action regarding this A merit,ve -e in Clay County,Florida. The parties hereby waive their right to trial by jury in any action,proc • ,a gout o f th is Agreement, which may be brought by either of theparties hereto. In a II respects,this Agreement is governed by and construed in accordance t he la ofthe State of Florida without giving effect to any choice of law rules thereof that may directthe application( re laws of another jurisdiction. SECTION 13. PUBLIC RECORDS COMPLIANCE. A. If the Contractor has questions regarding the application of Chapter 119,Florida Statutes,to the Contractor's duty to provide public records relating to this Agreement,contact the custodian of public records at the following: Public Records 3176 Old Jennings Road Middleburg,Florida 32068 (904)272-5999 .1Iwillianissiicla,li tilit)_of; B. The CONTRACTORunderstands that by virtue ofthis Agreementall of its documents,records and materials of any kind,relating to the relationship created hereby,shall be open to the public for inspection in accordance with Florida law. If CONTRACTOR shall act on behalf of the AUTHORITY, as provided under section 119.011(2), Florida Statutes, as amended, the ITB#2020/2021-A8 Page 33 of 39 CONTRACTOR,subject to the terms of section 287.058(1)(c),Florida Statutes,as amended,and any other applicable legal and equitable remedies,shall: 1) Keep and maintain public record sth at ord inanity and necessarily would be required by the AUTHORITY in order to perform the service;and 2) Provide the public with access to public records on the same terms and conditions that the AUTHORITY would provide the records and at a cost that does not exceed the cost provided by Florida law;and 3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law;and 4) Meet all requirements for retaining public records and transfer, at no cost, to the AUTHORITY all public records in possession ofthe CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirement. All records stored electronically must be provided to the AUTHORITY in a format that is compatible with the information technology systems oftheAUTHORITY;and 5) If th TRACTOR does not comply with a public records request,the AUTHORITY sha nfo the contract provisions in accordancewith the Agreement. SECTION 14. INDEP DENT C NTRACTOR. This Agreement doettest cr . ployee/employer relationship between the parties. It is the parties' intention that the CONTRACTO' .. - u lo, es,sub-contractors,representatives,volunteers,and the like,will be an independent contractor and not an emplo' •f th• 1-IORITY for allpurposes,including,but not limited to,the application of the following,as amended: c F. - r Standards Act minimum wage and overtime payments,the Federal Insurance Contribution Act,the .c' e ty Ac c Federal Unemployment Tax Act,the provisions of the Internal Revenue Code,the State ofFlor re u tion la ws,the State of Florida workers'compensation laws, the State of Florida unemployment ins • .a, ,c Florida Retirement System benefits. The CONTRACTOR will retain sole andabsolute discreti th a!t' of the manner and means ofcarry ing out the CONTRACTOR's activities and responsibilities hen. de SECTION 15. APPLICABLE LICENSING. The CONTRACTOR, at its sole expense, shall obtait required state, and local licenses, occupational and otherwise,required to successfully providing these -se i he SECTION 16. COMPLIANCE WITH ALL LAWS. The CONTRACTOR,at its sole expense,shall com ply with all laws,ordinances,j ud is ial decisions,orde►s, and regulations of federal,state,AUTHORITY,and municipalgovemments,as well as their respective departments, com missions,boards,and officers,which are in effect at the time of execution of th is Agreement or are adopted at any time following the execution of this Agreement. SECTION 17. INDEMNIFICATION. The CONTRACTOR agrees to be liable for any and all damages, losses,and expenses incurred,by the AUTHORITY,caused by the acts and/or omissions of the CONTRACTOR,or any of its employees,agents, sub- contractors,representatives,volunteers,or the like. The CONTRACTOR agrees to indemnify,defend and hold the AUTHORITY harmless for any and all claims,suits,judgments or damages,losses and expenses,including but not limited to,court costs,expert witnesses,consultation services and attorney's fees,arising from any and a Il acts and/or omissions ofthe CONTRACTOR,o r a ny of its employees,agents,sub-contractors,representatives,volunteers,or the like. Said indemnification,defense,and hold harmless actions shall not be lim ited by any insurance amounts requ led hereunder. ITB#2020/2021-A8 Page 34 of 39 SECTION IS. SOVEREIGN IMMUNITY. The AUTHORITY expressly retains all rights,benefits and immunities ofsovereign immunity in accordance with Section 768.28,Florida Statutes. Notwithstanding anything set forth in any section,article or paragraph of thh Agreement to the contrary,nothing in this Agreement shall be deemed as a waiver of sovereign immunity or lim is of liability which may have been adopted by the Florida Legislature ormaybe adopted by the Florida Legislature,and the cap on the amount and liability of AUTHORITY for damages,attorney fees and costs,regardless of the number or nature of claims in tort,equity orcontract,shall not exceed the dollar amount set bythe Florida Legislaturefor tort. Nothing in this Agreement shall inure to the benefit of any third party forthe purpose of allowing any claim against the AUTHORITY which would otherwise be barred underthe Doctrine of Sovereign Immunity or operation oflaw. SECTION 19. BANKRUPTCY OR INSOLVENCY. If the CONTRACTOR shall file a Petition in Bankruptcy,or if the same shall be adjudged bankrupt or insolvent by any Court,or if a receiver of the property of the CONTRACTOR shall be appointed in any proceeding brought by or against the CO TOR,or if the CONTRACTOR shall make an assignment for the beneft of creditors,or proceedings shall •co enced on or against the CONTRACTOR's operations ofthe premises,the AUTHORITY may term idate A ment immediately notwithstanding the notice requirements of Section 6 hereof. SECTION20. BINDING This Agreement shall be binding nan to the benefit of the parties hereto,their heirs,personal representatives,successors,and/or assign SECTION21. ASSIGNMENT. This Agreement shall only be assignab a by C )R upon the express written consent of the AUTHORITY. SECTION 22. SEVERABILITY. All clauses found herein shall act independently of ea ther. If a use is found to be illegal or unenforceable,it shall have no effect on any other provision of thi ement. rstood by the parties hereto that if any part,term,orprovision of this Agreement is by the courts to • • r I o c onflict with any law of the State of Florida or the United States,the validity ofthe remaining port' •rp 'sions shall not be affected,and the rights and obligations of the parties shall be construed and enforce. . the u ementdid not contain the particular part,term,orprovision held to be invalid. SECTION 23. WAIVER. Failure o f the parties to insist upon strict performance of any ofthe covenants,terms,provisions,or conditions of this Agreement,or to exercise any right or option herein contained,shall not be construed as a waiver or a relinquishment for the future of any such covenant,term,provision,condition,or right of election, but same shall remain in full force and effect. ITB#2020/2021-A8 Page 35 of 39 SECTION24. NOTICE. The parties hereto agree and understand that written notice,mailed or delivered to the last known mailing address,shall constitute sufficient notice to the AUTHORITY and the CONTRACTOR. All notices required and/or made pursuant to this Agreement to be given to the AUTHORITY and the CONTRACTOR shall be in writing and given by way ofthe United States Postal Sery ice,first class mail,postage prepaid,addressed to the following addresses of record: AUTHORITY: Clay County Utility Authority Attention: Procurement Department 3176 Old Jennings Road Middleburg,Florida 32068 CONTRACTOR: Contractor's Name as listed on Sunbiz Contractor's MailingAddressas listed on Sunbiz Contractor's City,State,Zip SECTION 25. ,1ODIFIC 0 The covenants,t s.a p visions of this Agreement may be modified by way of a written instrument, mutually accepted by the p 'es to.In ent of a conflict between the covenants,terms,a nd/or p rovisions of this Agreement and any writ uudmfn hereto,the provisions of the latest executed instrument shall take precedence. 4 SECT ION 26. HEADINGS. All headings of the sections,ex hi .a at ant;contained in this Agreement are for the pu►pose of convenience only and shall not be deemed to • ut change the provisions contained in such sections, ex h ib its,and attachments. SECTION 27. ADMINISTRATIVE PROVISION In the event the AUTHORITY issues a purchase order, wrandum, letter, or any other instrument addressing the services,work,and materials to be provided and p m�cd purse• o this Agreement, it is hereby specifically agreed and understood that any such purchase order, ormdum e other instrument is for the AUTHORITY's internal purposes only,and any and all tenns,provis •,an dition, ntained therein,whether printed or written,shall in no way modify the covenants,terms,and provi s o ••Agr cm ent and shall have no force or effect thereon. SECTION 28. CONFLICT OF INTEREST. The CONTRACTOR warrants that the CONTRACTOR has not employed or reta fined any company or person,other than a bona fide em ployee working solely for the CONTRACTOR,to so licit or secure this Agreement, and that the CONTRACTOR has not paid or a greed to pay any person,company,corporation,individual,or film any fee,com mission,percentage,gift,ora ny other consideration,contingent upon or resulting from the award or makng of th is Agreem ent. For the breach or violation ofth is Paiagrap h,the AUTHORiTY shall have the right to tetmitate this Agreement immediately,without liability and without regard to the notice requirements of Section 6 hereof. SECTION 29. PUBLIC ENTITY CRIMES. As required by section287.133,Florida Statutes,theCONTRACTORwarrants that it is not on the convicted contractor list for a public entity crime committed within the pastthirty six(36)months.The CONTRACTOR further warrants that it will neither utilize the services of,nor contract with,any supplier,sub- contractor,or consultant in connection with this Agreem ent for a period of thirty six(36)months from the date of being placed on the convicted contractor list. ITB#2020/2021-A8 Page 36 of 39 SECTION 30. EMPLOYMENT ELIGIBILITY VERIFICATION(E-VERIFY>I In accordance with State of Florida,Office of the Governor,Executive Order 1 1-116(superseding Executive Order 1 1-02; Verification of Employment Status), in the event performance of this Agreement is or will be funded using state or federal funds,the CONTRACTOR must comply with the Employment Eligibility Verification Progam ("E-Verify Program")developed by the federal government to verify the eligibility of individuals to work in the United States and 48 CFR 52.222-54 (as amended)is incorporated herein by reference. If applicable, in accordance with Subpart 22.18 of the Federal Acquisition Register,the CONTRACTORm ust(1)enroll in the E-Verify Program,(2) use E-Verify to verify the employment eligibility of all new hires working in the United States,except if the CONTRACTOR is a state or local government,the CONTRACTOR may choose to verify only new hires assigned to the Agreem ent;(3)use E-Verify to verify the employment eligibility of all employees assigned to the Agreement;and (4)include these requirement in certain subcontract,such as construction. Information on registration forand useof the E-Verify Program can be obtained via the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify. SECTION31. JOINT ALJTP This Agreementcp rued as resulting from joint negotiation and authorship. No part of this Agreement shall be const uct of anyone of the parties hereto. SECTION 32. E U:AMPLOYE The CONTRACTOR is an Eq ppo Employer and will comply with all equal opportunity employment laws. The CONTRACTOR to I. sure that all sub-contractors it utilizes in providing the services required hereunder will comply withalle a itye • • oymentlaws. SECTION33. AUDITING RECORDS . .0.1—ye 0 In the performance of this Agreement,the . ? TOR lI keep books,records,and accounts of all activities,related to the Agreement,in compliance with • ac e -d accounting procedures. Throughout the term of this Agreement,books,records,and accounts re teal tot o• ce of this Agreement shall be open to inspection during regular business hours by an authorized representati •f the AUTHORITY and shall be retained by the CONTRACTORfor a period of three years after termination ompletiono'the Agreem ent,or until the full Authority audit is complete,whichever comes first. TheAUTHO' shallreta'i '= tto audit the books durng the three-year retention period. All books,records,and accounts re to th 'o •e ofthis Agreement shall be subject to the applicable provisions of the Florida Public Reco A . ,ter l , Florida Statutes. The AUTHORITY also has the right to conduct an audit within sixty(60)da : - m th 'ectivedate of th is Agreement to determ ine whether the CONTRACTORhas the ability to fulfill its contrac obligations to the satisfaction of the AUTHORITY. The AUTHORITY has the right to terminate this Agreement -=d upon its findings in this audit without regard to the termination provision set forth herein. SECTION 34. PROJECT MANAGERS The AUTHORITY and the CONTRACTOR have identified individuals as Project Managers,listed below, who shall have the responsibility formanagingthe work performed underthis Agreement.The person or individual identified by the CONTRACTOR to serve as its Project Manager forth is Agreement,or any replacement thereof,is subject to prior written approval and acceptance by the AUTHORITY. If the AUTHORITY or CONTRACTOR rep lace their current Project Manager with another individual,an amendment to this agreement shallnot be required. The AUTHORITY will notify the CONTRACTOR, in writing, if the current AUTHORITY Project Manager is replaced by another individual. ITB#2020/2021-A8 Page 37 of 39 A. The AUTHORITY Project Manager's contact information is as follows: Full Name,Title Department Clay County Utility Authority Street Address City,State,Zip Phone Email B. The CONTRACTOR Proj ect Manager's contact information is as follows: Full Name,Title Department Company Name Street Address City,State,Z. Phone Email SECTION 35. COUNT AjTS.EL.LLJKONIC TRANSACTION.AND ELECTRONICSIGNATURES. This Agreement may be al xecu •d by the Parties in counterparts up to but not exceeding the number of parties,each of which shall b med 'gin al and all of which,taken together,shall constitute one agreement. Each Party may deliver its ex te.. . 1 re page by email transmission to the other Parties attheemail addresses set forth herein. Delivery shall and co .letc upon completion of such email transmission.The Parties agree that electronic signatures may . us, t on of this Agreement in accordance with Pails I and II ofChapter668,Florida Statutes. SECT ION 36. SIGNATORY. Each signatory below represents and warrants that heorshe stl 1powerand is duly authorized,by thei respective Party,to enter into and perform underthis Agreement. Su- atory further represents that he or she has fully reviewed and understands the terms and conditions set fort his Agreem including exhibits,and fully intends to abide by and comply with all of the terns and condition forthhe IN WITNESS WHEREOF,the parties hereto,by their duly au ed sentatives,have executed this Agreement effective the day of 20_ [CONTRACTOR'S NAME[ CLAY COUNTY UTILITY AUTHORITY By: By: Print Name: Print Name:JeremyJohnston Title: Title: Executive Director Attest: Attest: Print Name: Print Name:Janice Loudermilk Title. Title:Board of Supervisors Secretary Address: Address: 3176 Old Jennings Road NI idd leburg.Florida 32068 ITB#2020/2021-A8 Page 38 of 39 STATE OF AUTHORITY OF_ The foregoing instrument was executed before me this _ day of , 20_ by as of[Contractor's name as listed on Sunbiz],who personally swore or affirmed that he/she is authorized to execute this Agreement and thereby bind the Corporation, and who is personally known tome OR has produced as identification. Signature: Print Name: NOTARY PUBLIC,State of My Commission Expires: (Stamp) oi(„:((, ITB#2020/2021-A8 Page 39 of 39 EXHIBIT B ADDENDUM ACKNOWLEDGEMENT FORM It is the Respondent's responsibility to ensure their receipt ofall addenda.and to clearly acknowledge all addenda within their initial hid or proposal response. Failure to acknowledge each addendum may prevent the hid or proposal from being considered for award. Respondent shall acknow ledge below the receipt oral'addenda.if an). • ADDENDUM NO, l _ _ y �� 2-DATED _ap`r 1. a Of—'re t� '$'_4 =�1 J ADDENDUM NO DATED ADDENDUM NO. • DATED ADDENDUM NO. DATED • ADDENDUM NO. - - - DATED • ADDENDUM NO • DATED • Respondent Name: RespunyI nt Signaturc. - ! . • - Respondent Address: •_ 1 Respondent Email Addre.s- s. . . . << ,,�,tT,,� Respondent Phone Number: Date. c �C zU z' _ CONFLICT OF INTEREST CERTIFICATE Sollciatation No. Vendor must execute eitherSection 1 or Section II hereunder,as required by Florida Statutes 112.Failure to execute either section may result in the rejection of this bid/proposal • SECTION I I hereby certify that no official or employee of the Clay County Utility Authority(Authority),a special district in the State of Florida,requiring the good or servtyesdescrtbed in these specifications has a material financial interest in this company. • _V G L 1.,, G' --1 SfgnatLre Co Pant Name Name of Official(Type(Print) Business Address ref } ' tr� f 3 c"lI • City :r t .'a Code • SECTION Il • • I hereby certify that the following named public official(s)and/or employee(s) of the Authority having material financial interest(s)(in excess of 5 percent)in this company have filed a Conflict of Interest Statement with the Clay County Utility Authority,3176 Old Jennings Road,Middleburg,Florida 32068,priorto the time of bid opening. Name Title of Position Date of Filing r Signature Company Name Name of Official(Type or Print) Business Address City,State,Zip Code • Public Official Disclosure The Authority requires that a public official who has financial interest in a bid or contract make a disclosure at the time that the bid or contract is submitted or atthe time that the public official acquires a financial interest in the bid or contract.Please provide disclosure,if applicable,with bid. Public Official Position Held Position or Relationship with Bidder DRUG FREE V1 ORKPLAC'E('ON1PLIANCE FORti1 IDENTICAL TIE BIDS Preference shall be given to businesses with drug-free workplace programs. Whenever two or more bids which arc equal with respect to price,quality,and serY ice are rccer'ed by the slate ut by any political subdivision for the procurement of commodities or contractual set,.ices, a bid receiYed Krum,t business that certifies that it has implemented a drug-free workplace program shall be green preference in the award process. Established procedures for processing tie bids will be followed il none of the tied Offerors have a drug-free workplace program. To have a drug-tree workplace program,a business shall: • I) Publish a statement notifying employees that the unlawful manufacture.distribution.dispensing. possession. or use of a control led substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2) Inform employees about the dangers of drug abuse in the workplace.the business's policy of maintaining a drug-tree workplace.any available drug counseling.rehabilitation,and employee assistance programs,and the penalties that may be imposed upon employees for drug abuse violations. 3) Give each employee engaged in pros iding the commodities or contractual services that are under bid a copy of the statement specified in subsection (11. 4) In the statement specified in subsection(I), notify the employees that,as a condition of working on the commodities or contractual services that are under bid,the employee will abide by the terms of the statement and will notify the employer of any conviction of,or plea of guilty or nolo contendere to,any violation of chapter 893 or of any controlled substance law of the United States or any slate. for a violation occurring in the workplace no later than 5 days after such conviction. 5) Impose a sanction on or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employ cc's comnwnity by,any employee who is so convicted. 6) Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement. I certify that this firm complies fully with the above requirements. t►fteror',sinature NON-('OLLt SION AFFIDAVIT The undersigned being first duly sworn as pros ided by law. deposes.and says: This .Aff(davit is made with the knowledge and intent that it is to be filed with the Clay County Utility Authority.Clay County. Florida and that it will be relied upon by said County.in any consideration which may give to and any action which it may take with respect to this Bid. 2 The undersigned is authorized to make this Affidavit on behalf of. Lazenby&Associates, Inc. (Name of Corporation. Partnership,Individual.etc.) A corporation fom,ed under the laws of Florida of which he is CFO (Sole Owner.partner. president,etc.) 3. Neither the undersigned nor any other person, firm or corporation named in above Paragraph 2. nor anyone else to the knowledge of the undersigned,have themselves solicited or employed anyone else to solicit favorable action for this Bid by the.Authority. also that no head of any department or employee therein,or any officer of the.Authority.is directly interested therein. • 4 This Bid is genuine and not collusive or a sham:the person, firm or corporation named above in • Paragraph 2 has not colluded,conspired,connived or agreed directly or indirectly with any bidder or person, firm or corporation,to put in a sham Bid,or that such other person. firm or corporation, shall refrain from bidding,and has not in any manner,directly or indirectly,sought by agreement or collusion,or communication or conference with any person,firm or corporation, to fix the prices of said proposal or proposals of any other bidder;and all statements contained in the proposal or proposals described above are true;and further,neither the undersigned,nor the person.firm or corporation named above in Paragraph 3.has directly or indirectly submitted said proposal or the contents thereof,or divulged information or data relative thereto,to any association or to Any member or agent thereof. Laurie Lazenby (AFFIANT) TAKEN,SWORN, AND St BS('KIBED TO BEFORE ME this / 7 day of / / 7 ,20C_1 ' • 'I i i_y rt-} - -- — — — — \otars Public 1('-'5 ),r i ) ) l NYJ." a (Print.Type or Stamp Commissioned f\ame of Notary Public) 1 .0 •f.. ERNESTINE SIMPSON - • Notary Public State of=ton& • ns. Commission p GG 214842 +, My Comm.Expires Jul 7,202: dander,through National Notary Assr ATFACII\IE\1 E NON-DISCLOSI RE 1GREE:AIEN F FOR C ONFIDENTIIL 1I 1TERIALS RE:I l RN YIDS F'OR\I rrsf I IF ( (1\I IDF\FRI \I 11 I.RI 11 S \RF BEIN(. IN('LI DED IN UDE S1 Il\II I I XI.. PI.E%SF RF 11) I IIF SF.( I ION I\ I IIE RFP DO( I. \1EN I 10 DF ILR\II\F IF 1HIS 1I'PI.I11. 1111 t r►\111)1\ I111 \I11l RI.U . \\III O\I 1 RI • F IE.REF (rl I 11HF:F'1 t11.1 ,►I ION(IF tills\I 1 I ERII%I \\1j1t1.IBE1 Ol•Ll\II'1 ID 11O I II111 tIll\1@ fHF.RE.FORF. ONLY. Offeror Lazenby&Associates, Inc. We are including no confidential Address:1219 Cleburne Drive, Fort Myers, FL 33919 material with the bid I his Agreement is entered into as of the date of thL last signature set forth below between the( lay t'otuuy t tilits \uthority. a political subdivision of the State of I bridal the " \uthority")•and the above named Offeror(Itcteut,ttter the'111:tcror") the( lay Comity l ltlity Authority and the Offeror are collectively referred to as the"Parties'and may he t eferred to individually as a Party Rf( I ' \l `+ WIIEREAS.the Offeror possesses certain confidential trade secret materials that it wishes to disclose to the Authority for the purpose of responding to a request for proposal or otherwise conducting business with the Authority:and WHEREAS,the Authority desires to review such materials in order to evaluate the Authority's interest in negotiating and concluding an agreement for the purchase of certain products and services, or otherwise conducting business with the Offeror. NOW THEW ORE. in consideration of the mutual promises and premises contained herein,the receipt and sufficiency of which are hereby acknowledged. the Authority and the Offeror agree as follows: • Confidential Materials. the Offeror warrants and represents to the Authority that the materials described in the attached I--shibit \ (the"( onfidential Mutenak) constitute trade secrets as defined by Section 812.081( 1 )(c).Florida Statutes. or financial statements required by the AuthoritY for projects as defined in 1 19.071(1)1c), Florida Statutes. Snhiect to the terms and conditions of this \ereement, the Authority agrees not to disclose such Confidential Materials to third parties. 2. \dditional \laterials. During the course of the negotiations or the business relationship with the Authority,the Offeror may disclose additional confidential or trade secret information to the Authority in which case the restrictions and obligations on the use and disclosure of the C onfidential Materials imposed by this Agreement shall also apply to such additional information to the extent permitted by Florida law. Any such additional confidential or trade secret information shall he duly marked and stamped "confidential'or"trade secret-prior to delivery to the Authority, and shall he subject to this Agreement and Section 812.08112).Florida Statutes,only if written receipt is provided by the Authority acknowledging receipt of such materials. 3, I sclusinrts For purposes oI this Agreement the term -Confidential Materials" does not include the following: (a) Information already known or independently developed by the Authority: Ibt Information in the public domain through no wrontztul act or the Authority: ci Information received by the Authority from a third party who was legally free to disclose it, (di Information disclosed by the Offeror to a third party without restriction on disclosure; (e) Information disclosed by requirement of law or judicial order,including without limitation Chapter 1191 luriatt Statutr ;or . (fl Information that is disclosed with the prior written consent of the Offeror. but only to the • extent permitted by such consent. • 4. Non Utselosure b\ 0llcrot In the event that the Authority discloses confidential or trade secret information to Offeror,the Offeror agrees to not disclose such information to any third party or copy such information or use it for any purpose not explicitly set forth herein without the Authority's prior written consent. Further.upon conclusion of discussions or business transactions between the Authority and the Offeror,or at any time upon request of the Authority,Offeror agrees to return such information(including any copies)to the Authority. Dots of( are halt Party agrees to treat the other I'arty's confidential in trade secret information with the sante degree of care.but not less than reasonable care..ts the receiving('arty normally takes to preserveand protect its own similar confidential in formation and to inform iiscm ploy eesof the confidential • nature of the disclosing Party's information and of the requirement of nundiscl sure. In the event either Party has actual knowledge ola breach oldie nondisclosure requirements set forth in this Agreement.the Party acquiring such knowledge shall promptly inform the other Party and assist that Party in curing the • disclosure. where possible.and preventing:future disclosures. • 6. Limitations of Florida lass Offeror understands and agrees than its assertion that any item is • • confidential or a trade secret does not. in and of itsell.render such material exempt from the I-lorida Public. • Records Law,Chapter 119 of the Florida Statutes,and that the•\uthority•s ability to prevent disclosure of • confidential and trade secret information may be subject to determination by a 1r lurid:►court that such material.qualify for trade secret protection under I lorida law In the event a third party makes a public records request for the Confidential Materials or other materials deemed by Offeror to he confidential or a trade secret. the \uthority may submit the materials to the court fir inspection in camera as set forth in Section 119.07(I)(e) Florida Statutes. Offeror further understands that the \uthority may be required to disclose such information if directed by a court of competent jurisdiction. 7. Indemnification by Oiler'r In the event tit any litigation instituted by a third party to compel the Authority to disclose such materials.Offeror shall. at its sole cost and expense, provide assistance to the Authority in defending the denial of the records request.and shall hold the Authority harmless from any claim for statutory costs and attorney's fees arising from the Authority's refusal to disclose such materials. • 8. No Additional Obligations. This Agreement shall not be construed in any manner to be an obligation for either Party to enter into any subsequent contract or agreement. 9. Sovet'iun Imutunits.Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the Authority beyond any statutory limited waiver of immunity or limits of liability,which has been or which nun be adopted hs the f lorida I egg'lature.regardless of the nature of any claim which may arise, including but not limited to a tiluini sounding in loft.equity or contract. In no event shall the \uthority be liable lot any claim or claims I,ir bleach of contract.including without limitation the wrongtlil disclosure of confidential or trade secret information for an amount which exceeds. individually and collectively. the then current statutory limits of liability for tort claims. Nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim against the Authority. which would otherwise he barred under the Doctrine Hof'soy ereign Immunity or hs operation of lass 19 Notice. Whenever either Party desires to give notice unto the other. it must be given hs written notice. sent byruh plc ruled mail,States tth return i 10 lilt: nio 11) is intended. u the elast specifed.and theplacefrz1tng01notceinconi lian�rwiththepnisns itf this paragraph I or the present. the Offeror designates the address set forth ahtne as its place Ioi receiving notice.and the \uthortty designates the tr'llosstog address lot such notice: Clay County Utility Authority Procurement Manager 3176 Old Jennings Road Middleburg.Florida32068 I I. Cioverning Lass This Agreement shall be governed by the laws of the State.0I I lurida,and venue for any action arising out of or relating to the subject matter of this Agreement shall he evclusively in Clay County.Florida.or the I ederal D',trict t ourl for the Middle District of I lorida, Jackson'ille Division. 12. Offeror and the Authority hereby expressly waive any rights either may have to a trial by jury of any civil litigation related to this Agreement for any litigation limited solely to the parties ofth is Agreement. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by their duly authorized officers the day and year as set forth below. Clay(' unty UM Au IS Offeror: si _BY: � f j, � BY. le�!1su%`t Y\\11 LauFfe Laze1'ib TI I I I OrdNi for TI?l L Chief Fina al OFficer DA �7- Q► - Z DATE• April 14 2021 ATTEST• J BY: L NAME ' t L. o., TITLE: , y .5 (, . DATE: I/ 'c -' i S11 OR.\STATEMENT PL RSt 1\T TO SECTION 287.133(31(%), FLORID 1 ST 1TI.TES,ON Pt BLIC E\TITI CRIMES THIS FORM Mt ST BE SIGNED AND SAVOR\ TO IN THE PRESENCE OF a NOT AR‘ Ph BLIC OR OTHER OFFICIAL, -1t THORIZED TO ADMINISTER OATHS. 1. fhisworn statement is .uhni tied Clay County 1_tilitt .Authority runt name of public ennt, • hy Inn!indt�!dual',name an4!tile i whose business address is I•- 1'i _ ; t.. • = lI�Y /-L / and Of applicable)its Federal Employer Identification Number(FEIN) is �1-� ` /, } 7 (lf the entity has no FEIN. include Social Security Number of the individual signing thi. sworn statement: 2. I understand that a"public entity crime"as defined in Paragraph 287-133(1)(G), Florida Statutes means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the L nited States, including.but not limited to,any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the Lnited States and involving antitrust.fraud.theft, bribery,collusion. racketeering,conspiracy.or material misrepresentation. • 3. 1 understand that "convicted" or "cony fiction" as defined in Section 287 133 (1) (b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without adjudication of guilt. in any federal or state trial court of record, relating to charges brought by indictment or information after July 1, 1989.as a result of ajury verdict,non-jury trial.or entry of a plea of guilty or nolo contendere. 4. 1 understand that an"affiliate"as defined in Paragraph 287 133(1)(A). Florida Statutes. means: • a A predecessor or successor of a person convicted of a public entity crime:or b An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity' crime. The term "affiliate" includes those officers, • directors,executives.partners.shareholders,employees.members.and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person,or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement. shall he prima facie case that one person controls another person. A person who knowingly enters into ajuint venture with a person who has been convicted of a public entity crime in Florida during the pre cding 36 months shall be considered an affiliate 5. 1 understand that a "person-.as defined in Paragraph 287 133 t I)(E). Florida Statutes,means any natural person or entity organized under the laws of any state or of the L nited States with the legal power to enter into a binding contract and which aids or applies to bid on contracts for the provision of goods or services led by a public entity. or which otherwise transacts or applies to transact business with a public entity The term "person- includes those officers, directors. executives. partners,shareholders.employ ecs,members.and agents who are actiy e in management of an entity 6. Based on information and belief. the statement which I have marked below is true in relation to the entity submitting this sworn statement [Indicate which statement applies 00420-1 q,aer(Pq;,ec!'.6 +i ,i ,A r RIVES FOORyi 'InserPre;i',s e <I \eiiftrt the entity submitting this sworn statement ci i am oI'itsofficers.directors. executives, C partners.shareholders.employ ees.members.or agents who ate active in the management of the entity.nor am affiliate of the entity has been charged with and convh�ted of d public entity crime subsequent to July I. 1989 ❑ The entity submitting this sworn statement.or one or more of its officers.directors,executives. partners.shareholders,employees. members or agents who are active in the management of the entity,or an affiliate of the entity has been charged with and convicted of a public entity crime • subsequent to July I. 1989. ❑ The entity submitting this sworn statement.or one or more of its officers,directors,executives, partners,shareholders.employ ees. members,or agents who are active in the management of the • entity.or an affiliate of the entity has been charged with and convicted of a public entity crime - subsequent to July I, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida Division of kdministrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity • submitting this sworn statement on the convicted vendor list. (Attach a copy of final order) I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THA I I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTR\CT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.0 17,FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHAiE IN 11-IE INFORMATION CONTAINED IN THIS FORM. LL „i / _ ). 1,'I (Signature) (Date) • STATE OF 1 Z. _ COUNTY OF C_v Sworn tot kyaflirmed t id subscribed before me by means o p )stcai presence or❑online notarization, on this ( 2 day of r - 1 . 20.2 I. by ,1- " • e L 2 ,f (name of individual signing), who is personally known to me or who produced ! 1:.,c. _as identification. , My commission expires: . 1 �f �� 0 � Z` e ( tif'I LI( / " 7 1 t ame: c r- n 00420-2 Pi Ii! 1( I '.ill l , ItlAII.til,'KM PUBLIC RECORDS COMPLIANCE ACKNOWLEDGEMENT Bid No )L iCA)1 • �47 Vendor must execute this form. Failure to submit this form shall result in rejection of this bid. I hereby agree that our firm or organization,employees, subcontractors and for those I am legally liable shall comply with Chapter 119.071(3), Florida Statutes,and will not divulge,furnish or make available to any third person, firm or organizations hereunder, or in the course of judicial or legislative proceeding where such information has been properly subpoenaed,any non-public information concerning the services to be rendered by the firm or organization,any sub-vendor(s),or subcontractor(s),pursuant to this Agreement. Subject to the foregoing provisions and law applicable to confidential information, L a i • * //• . c••• I' . 1'07 shall keep and maintain public records required by the Authority, whichris a public agency, in order for the firm or organization to perform services and the work required by the Scope, and upon request from the Authority's custodian of public records,firm or organization shall provide the Authority 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 Chapter 119.07,Florida Statutes, or as otherwise provided by law.The firm or organization shall require all its employees, sub vendors(s) and subcontractor(s)to comply with provisions of this paragraph. • i Signa re Corny Name Name of Certifying Official Business Address (Type or Print) - City, State,Zip Code SUPPLIER REFERENCE FORM Supplier shall complete a Supplier Reference Form for each provided reference in accordance with the RFP. Please provide three(3) references for projects with similar scope. 1. General Background Name ofClient Collier County Number of Employees Address Naples, FL Project Budget Project Manager: Jason Landberg Phone Number 239-253-8061 Email Address Jason.Landberg@colliercountyfl.gov 2. Project Scope Provide a brief description of the Project and its relation to this RFP. Purchased over 17 CLX's for wastewater facility re-use water t Print Name Bill Lazenby Signature ` Title _ Phone Number President 239-567-9199 Email Address bill©lazenby net Date March,29 2021 SUPPLIER REFERENCE FORM Supplier shall complete a Supplier Reference Form for each provided reference in accordance with the RFP. Please provide three(3) references for projects with similar scope. 1. General Background Name of Client City of West Palm Beach Number of Employees • Address West Palm Beach Project Budget Series of orders over period of 2 years 2016 and 2015 Project Manager Brian Pimm Phone Number (706) 717-0001 Email Address lbdpimm@wpb.org 2. Project Scope Provide a brief description of the Project and its relation to this RFP 25 CLX's for drinking water facility in West Palm Beach FL. ' — Print Name Bill Lazenby Signature p Title Phone Number President ..39 567-9199 Email Address b u@iazenby net Date March 29 2021 SUPPLIER REFERENCE FORM Supplier shall complete a Supplier Reference Form for each provided reference in accordance with the RFP Please provide three(3) references for projects with similar scope. 1. General Background Name of Client rCity of Fort Pierce WTP Number of Employees Address Fort Pierce Project Budget Series of orders over a period of years Project Manager: Karyl Bertram Phone Number (772)466-1600 ext 4379 Email Address kbertram©fpua.com 2. Project Scope Provide a brief description of the Project and its relation to this RFP CLX's for drinking water facility in Fort Pierce FL Print Name Bill Lazenby Signature L' J i Title Phone Number, President 239-567-9199 Email Address bill 7ior,t net Date March 29,2021 Responses iuccesn:All unto is valldl Numeric Status Bid/No Bid # Item Name Quantity Unit Price Total Cost Decision Required Success:All values provided Bid #0-1 20040 CLX 15 $3,717 00 $55,755 00 Success:All values provided Bid #0-2 09951 JAW Free DPD 30 day 265 $54 0e $14,331 20 Success:All values provided Bid #0-3 09951H JAW Hach Free C12 30 72 $$4 0e $3,893 76