HomeMy WebLinkAbout08.c EDB Piggyback City of Gainesville Instrumentation and Controls EXECUTIVE SUMMARY
AGENDA ITEM:
Request for advance approval to Piggyback on the City of Gainesville Contract #2023-020-B with
Electric Machine Control, Inc. (EMC) for a General Service Agreement for Instrumentation and
Controls.
Date: May 1,2025
BACKGROUND:
CCUA currently has no formal agreement with a control panel provider capable of integrating with
CCUA's Supervisory Control and Data Acquisition(SCADA)system.Establishing this agreement will
allow CCUA to upgrade its current lift station controllers to units that are SCADA-ready and can be
accessed remotely. This advancement will significantly reduce the number of physical inspections
currently required at the stations. Additionally, staff will be able to diagnose issues remotely when
alarms are received.
Staff is requesting authorization to enter into a contractual arrangement with EMC by"piggybacking"
with their existing contract with the City of Gainesville for the General Service Agreement for
Instrumentation and Controls. The City of Gainesville competitively bid and awarded this agreement
to EMC.
Staff reviewed the requirements of the City of Gainesville Contract #2023-020-B and received
confirmation from EMC that CCUA is eligible to utilize this contract. EMC informed staff that they
can fulfil the request promptly through the City of Gainesville Contract for procurement.
BUDGET:
In the FY 24/25 operational budget, staff budgeted $80,000 for the purchase of ten (10) lift station
controllers.
RECOMMENDATION:
Staff respectfully request approval from the Board of Supervisors to Piggyback on the City of
Gainesville Contract #2023-020-B with Electric Machine Control, Inc.,for the General Service
Agreement for Instrumentation and Controls.
ATTACHMENTS:
City of Gainesville Contract#2023-020-B
Contract between CCUA and Electric Machine Control, Inc.
//AW, DR(Author)
//AE(Review)
//DM(Final)
City of Gainesville, d/b/a GRU
Electric Machine Control, Inc.
Contract 2023-020-B
CONTRACT BETWEEN THE CITY OF GAINESVILLE, d/b/a
GAINESVILLE REGIONAL UTILITIES, AND ELECTRIC MACHINE CONTROL, INC.
FOR
GENERAL SERVICE AGREEMENT(GSA) FOR ELECTRICAL CONTRACTOR
THIS CONTRACT is made and entered into this 1st day of May, 2023, (Effective Date) by and
between the CITY OF GAINESVILLE, a Florida municipal corporation d/b/a GAINESVILLE REGIONAL
UTILITIES ("GRU"), with offices located at 301 S.E. 4t"Avenue, Gainesville, Florida 32601, and
ELECTRIC MACHINE CONTROL, INC. ("CONTRACTOR"), with offices located at 7051 Haisten Drive,
Trussville, Alabama 35173, individually referred to as "Party" or collectively as "Parties".
WHEREAS, GRU desires to engage multiple qualified electrical contractors to complete
emergent, emergency or time critical work, and smaller normal projects in the plants on an as-needed
basis; and
WHEREAS, GRU issued a Request for Proposal (RFP)on January 6, 2023, for Electrical
Contractor; and
WHEREAS, CONTRACTOR submitted a Response dated February 14, 2023, to provide
electrical contracting services; and
WHEREAS, GRU desires to enter into a Contract for the services described herein.
NOW, THEREFORE, in consideration of the covenants contained herein, the Parties agree to the
following:
1. CONTRACTOR shall provide general electrical services as detailed in the Technical
Specifications (Attachment 3) in accordance with the General Terms and Conditions
(Attachment 1) and Supplemental Conditions (Attachment 2).
2. GRU shall pay to CONTRACTOR for the faithful performance of this Contract according
to the pricing schedule attached hereto (Attachment 4). Adjustments to price may be
requested by the CONTRACTOR at least sixty(60) calendar days prior to the
anniversary date of this Contract each year. Any negotiated price changes shall become
effective on the anniversary date of that calendar year. CONTRACTOR shall provide
documentation for any such price increase and the price increase shall not exceed the
Producer's Price Index (PPI)for the product during the previous twelve calendar months
as published by the U.S. Department of Labor, Bureau of Labor Statistics.
TERM OF AGREEMENT.
1. The term of this Contract shall commence on the effective date and terminate on May 1,
2026.
2. This Contract may be extended for one (1)two (2) year period upon mutual agreement of
the Parties.
3. Beyond the extensions described above, this Contract may be extended for an additional
six (6) months to allow for completion of a new agreement between the Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Contract on the date first above written.
CITY OF GAINESVILLE d/b/a
ELECTRIC MACHINE CONTROL, INC. GAINESVILLE REGIONAL UTILITIES
Brian Thomason ZSGNU be-Lerr
BY: Brian Thomason(Apr 14,2023 14:34 CDT) BY:Dino De Leo(Apr 14,2023 15:23 EDT)
Brian Thomason Dino De Leo
Vice President Energy Supply Officer
Approved as to form and legality:
'iahca theYisson
Bianca Lherisson(Apr 14,2023 14:56 EDT)
Bianca Lherisson
Assistant City Attorney II
Procurement Representative:
Michael Benefield
Procurement Specialist III
ATTACHMENT 1
GENERAL TERMS AND CONDITIONS
1.0 DEFINITIONS.
• Agreement: A written Contract between two or more Parties. "Contract"and "Agreement"
are synonymous.
• Deliverable: The completion of a milestone or the accomplishment of a task associated
with the Work.
• Free on Board (FOB) Destination: The CONTRACTOR is responsible for delivery of
materials to a specified delivery point. The risks of loss are borne by the seller or
consignee. Title passes when delivery is received by the buyer at destination. Seller has
total responsibility until shipment is delivered.
• Specification: A description of the physical or functional characteristics of goods or
services as defined in the Solicitation.
• Work: Activity involving effort done in order to achieve a purpose or result requested in
the scope.
2.0 COMPLIANCE WITH REFERENCED SPECIFICATIONS.
All Work, materials,systems, or operations specified by reference to standard trade or
manufacturer's published specifications shall comply with the requirements, except as modified by
this Contract.The specifications used must be the latest published edition that is in effect on the
effective date of this Contract unless a particular edition is specified. In the event of a conflict, the
specifications that contain the more stringent requirements will govern.
3.0 CHANGE ORDERS.
GRU shall pay CONTRACTOR for the Work at the price[s] stated in this Contract. No additional
payment will be made to CONTRACTOR except for additional Work or materials stated on a valid
change order, and issued by GRU prior to the performance of the added Work or delivery of
additional materials. A change order may be issued without invalidating the Contract, if(1)made in
writing, (2)signed by the authorized representative(s), and (3)accepted by CONTRACTOR. Such
change shall include the following: change orders that constitute changes (1)the general scope of
Work, (2)the schedule, (3)administrative procedures not affecting the conditions of the Contract, or
(4)the Contract price.
4.0 NOTICES.
Notices to CONTRACTOR shall be deemed to have been properly sent when electronically or
physically delivered to CONTRACTOR. Notices to GRU are deemed to have been properly sent
when delivered to Utilities Purchasing, 301 SE 4th Avenue, Gainesville, Florida 32601 or e-mailed to
purchasinq(a�gru.com and GRU acknowledges receipt of the email.
5.0 PAYMENT.
5.1 Invoicing.
CONTRACTOR is responsible for invoicing GRU for Work performed pursuant to this
Contract. Itemized invoices shall include the following information (if applicable): Contract
number, Purchase Order number, item number,job number, description of supplies or
services, quantities, unit prices, Work location, GRU Project Representative,job start date,
job completion date or other pertinent information. Itemized invoice(s) must be mailed to
Gainesville Regional Utilities, Accounts Payable, P.O. Box 147117, Station A-27,
Gainesville, FL 32614-7117 or faxed to 352-334-2964 or e-mailed to
accountspayable@gru.com.
5.2 Receipting Report for Services.
An itemized receipting report for services must be provided to the GRU Project
Representative prior to invoicing which includes the number of hours and labor rates by job
title, overhead, authorized per diem or travel expenses, and other charges. Receipting
reports shall be used by the Project Representative to verify the services rendered.
5.3 Payment Terms.
Unless otherwise agreed upon in writing, GRU's payment terms are net thirty(30)days from
receipt of correct invoice. CONTRACTOR shall not submit more than one (1) invoice per
thirty-day period. Any delay in receiving invoices, or error and omissions,will be considered
just cause for delaying or withholding payment. Invoices for partially completed Work may be
allowed with GRU's prior approval.All partial invoices must be clearly identified as such on
the invoice.Any charges or fees will be governed by current Florida Statutes.
5.4 Lien Release.
Before the final acceptance of the Work and payment by GRU, CONTRACTOR shall furnish
to GRU an affidavit and final waiver that all claims for labor and materials employed or used
in the construction of said Work have been settled and no legal claim can be filed against
GRU for such labor and materials. If such evidence is not furnished to GRU, such amounts
as may be necessary to meet the unsatisfied claims may be retained from monies due to
CONTRACTOR under this Contract until the liability has been discharged.
5.5 Final Payment/Acceptance.
The acceptance by CONTRACTOR of final payment due on termination of the Contract shall
constitute a full and complete release of GRU from any and all claims, demands and causes
of action whatsoever which CONTRACTOR, its successors or assigns have or may have
against GRU under the provisions of this Contract.
6.0 COMPLIANCE WITH LAWS AND REGULATIONS.
All City, County, State and Federal laws, regulations and/or ordinances shall be strictly observed.
CONTRACTOR is responsible for taking all precautions necessary to protect life and property.
7.0 GOVERNING LAW, VENUE, ATTORNEY'S FEES, AND WAIVER OF RIGHT TO JURY TRIAL.
This Contract shall be construed pursuant to the laws of Florida and may not be construed more
strictly against one party than against the other. In the event of any legal proceedings arising from or
related to this Contract: (1)venue for any state or federal legal proceedings shall be in Alachua
County Florida; (2)each Party shall bear its own attorneys'fees except to the extent that
CONTRACTOR agrees to indemnify GRU as described below in Section 4.0 Supplemental
Conditions, including any appeals; and (3)for civil proceedings, the Parties hereby waive the right to
jury trial.
8.0 E-VERIFY
The Contractor shall (1) utilize the U.S. Department of Homeland Security's E-Verify system to verify
the employment eligibility of all new employees hired by the Contractor during the term of the
contract; and (2)shall expressly require any subcontractors performing work or providing services
pursuant to the contract to likewise utilize the U.S. Department of Homeland Security's E-Verify
system to verify the employment eligibility of all new employees hired by the subcontractor during the
contract term. Alternatively, Contractor shall provide proof that one of the exceptions to the E-Verify
federal contractor rule applies.
9.0 SOVEREIGN IMMUNITY.
Nothing in this Contract shall be interpreted as a waiver of GRU's sovereign immunity as granted
pursuant to Section 768.28 Florida Statutes.
10.0 SEVERABILITY.
If any provision of this Contract is declared by a court to be illegal or in conflict with any law, the
validity of the remaining terms and provisions shall not be affected; and the rights and obligations
of the Parties shall be construed and enforced as if this Contract did not contain the particular
provision held to be invalid.
11.0 ASSIGNMENT.
GRU or CONTRACTOR shall not assign, in whole or in part, any right or obligation pursuant to this
Contract, without the prior written consent of the other Party.
12.0 AUDIT OF RECORDS.
CONTRACTOR shall maintain records sufficient to document completion of the scope of services
pursuant to this contract. At all reasonable times, these records shall be made available to
review, inspect, copy and audit by persons duly authorized by GRU. These records shall be kept
for a minimum of three (3)years after termination of this Contract. Records that relate to any
litigation, appeals or settlement of claim arising pursuant to the performance of this Contract shall
be made available until a final disposition has been made of such litigation, appeal, or claim.
13.0 NONEXCLUSIVE REMEDIES.
Except as expressly set forth in this Contract, the exercise by either Party of any of its remedies
under this Contract shall be without prejudice to its other remedies under this Contract or
otherwise.
14.0 ADVERTISING.
CONTRACTOR shall not publicly disseminate any information concerning the Contract without
prior written approval from GRU, including but not limited to, mentioning the Contract in a press
release or other promotional material, identifying GRU or the City as a reference, or otherwise
linking CONTRACTOR's name and either a description of the Contract or the name of the City or
GRU in any material published, either in print or electronically, to any entity that is not a party to
Contract, except potential or actual authorized distributors, dealers, resellers, or service
representative.
15.0 MODIFICATION OF TERMS.
This Contract constitutes the entire agreement between the Parties. No oral agreements or
representations shall be valid or binding upon GRU or CONTRACTOR. No alteration or
modification of this Contract, including substitution of product, shall be valid or binding unless
authorized by GRU. CONTRACTOR may not unilaterally modify the terms of this Contract by
affixing additional terms to product upon delivery(e.g., attachment or inclusion of standard
preprinted forms, product literature, "shrink wrap"terms accompanying or affixed to a product,
whether written or electronic)or by incorporating such terms onto CONTRACTOR's order or fiscal
forms or any other documents forwarded by CONTRACTOR for payment. An acceptance of
product or processing of documentation on forms furnished by CONTRACTOR for approval or
payment shall not constitute acceptance of the proposed modification to terms and conditions.
16.0 WAIVER.
Any delay or failure by GRU to exercise or enforce any of its rights pursuant to this Contract shall
not constitute or be deemed a waiver of GRU's right thereafter to enforce those rights, nor will
any single or partial exercise of any such right preclude any other or further exercise thereof or
the exercise of any other right.
17.0 DISCLOSURE AND CONFIDENTIALITY.
Florida's Public Records Law, Chapter 119, Florida Statutes, includes numerous exemptions to the
general requirement to disclose information to the public in response to a public record's request.
Exemptions are found in various provisions of the Florida Statutes, including but not limited to
Section 119.071, Florida Statutes (General exemptions from inspection or copying of public records),
and Section 119.0713, Florida Statutes (Local government agency exemptions from inspection or
copying of public records). Section 815.045, Florida Statutes (Trade secret information), provides
that trade secret information as defined in Section 812.081, Florida Statutes (Trade secrets; theft,
embezzlement; unlawful copying; definitions; penalty) is confidential and exempt from disclosure
because it is a felony to disclose such records.The Parties understand and agree that Florida's
Public Records Law is very broad and that documents claimed by a Party to be confidential and
exempt from public disclosure pursuant to the Public Records Law may in fact not be deemed such
by a court of law. Accordingly,the following provisions shall apply:
17.1 Identifying Trade Secret or Otherwise Confidential and Exempt Information.
For any records or portions thereof that Contractor claims to be Trade Secret or
otherwise confidential and exempt from public disclosure under the Public Records Law,
Contractor shall:
a. Specifically identify the records or specific portions thereof that are confidential and
exempt and reference the particular Florida Statute that grants such status. Provide
one redacted copy of the record and one copy of the record with the confidential and
exempt information highlighted. Contractor shall take care to redact only the
confidential and exempt information within a record.
b. Provide an affidavit or similar type of evidence that describes and supports the basis
for Contractor's claim that the information is confidential and exempt from public
disclosure.
17.2 Request for Trade Secret or Otherwise Confidential and Exempt Information.
a. In the event GRU receives a public records request for a record with information
labeled by Contractor as Trade Secret or otherwise as confidential and exempt, GRU
will provide the public record requester with the redacted copy of the record and will
notify Contractor of the public records request.
b. However and notwithstanding the above, in the event that GRU in its sole discretion
finds no basis for Contractor's claim that certain information is Trade Secret or
otherwise confidential and exempt under Florida's Public Records Law, then GRU
shall notify Contractor in writing of such conclusion and provide Contractor a
reasonable amount of time to file for declaratory action requesting a court of law to
deem the requested information as Trade Secret or otherwise as confidential and
exempt under Florida's Public Records Law. If Contractor fails to file for declaratory
action within the reasonable amount of time provided, then GRU will disclose the
information requested.
c. If a public records lawsuit is filed against GRU requesting public disclosure of the
information labeled by Contractor as Trade Secret or otherwise as confidential and
exempt, GRU shall notify Contractor and Contractor shall intervene in the lawsuit to
defend the nondisclosure of such information under Florida's Public Records Law.
d. Contractor hereby indemnifies and holds GRU, its officers and employees harmless
from any and all liabilities, damages, losses, and costs of any kind and nature,
including but not limited to attorney's fees, that arise from or are in any way
connected with Contractor's claim that any information it provided to GRU is Trade
Secret or otherwise confidential and exempt from public disclosure under Florida's
Public Records Law.
17.3 "Work Product" may include creative work which may lead to programs, intellectual
properties, computer software, computer programs, codes, text, hypertext, designs,
and/or any other work products associated with or arising directly out of the
performance of the Work.
18.0 PUBLIC RECORDS.
If Contractor is either a "contractor" as defined in Section 119.0701(1)(a), Florida Statutes, or an
"agency" as defined in Section 119.011(2), Florida Statutes, Contractor shall:
18.1 Keep and maintain public records, as defined in Section 119.011(12)of the Florida
Statutes, required by GRU to perform the service.
18.2 Upon request from GRU's custodian of public records, provide the public agency with a
copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in this chapter or as
otherwise provided by law.
18.3 Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor
does not transfer the records to GRU.
18.4 Upon completion of the contract, transfer, at no cost, to GRU all public records in
possession of the contractor or keep and maintain public records required by GRU to
perform the service. If the contractor transfers all public records to GRU upon completion
of the contract, the contractor shall destroy any duplicate public records that are exempt
or confidential and exempt from public records disclosure requirements. If the contractor
keeps and maintains public records upon completion of the contract, the contractor shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided to GRU, upon request from GRU's custodian of public
records, in a format that is compatible with the information technology systems of GRU.
18.5 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS
TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE
GRU CUSTODIAN OF PUBLIC RECORDS AT (352) 393-1240,
PURCHASING@GRU.COM, OR 301 SE 4TH AVENUE,
GAINESVILLE FL 32601 .
19.0 SALES TAX.
Respondent's pricing shall include applicable taxes on items purchased or manufactured by
Respondent for the project. GRU is exempt from Florida sales taxes for certain purchases.A
"Consumer's Certificate of Exemption" is available at www.gru.com .
20.0 NON-DISCRIMINATION.
Contractor shall not discriminate on the basis of race, color, religion, gender, national origin, marital
status, sexual orientation, age, disability or gender identity, or other unlawful forms of discrimination
in the performance of this Contract. Contractor understands and agrees that a violation of this
clause shall be considered a material breach of this Contract and may result in termination of the
Contract. This clause is not enforceable by or for the benefit of, and creates no obligation to, any
third party.
ATTACHMENT 2
SUPPLEMENTAL CONDITIONS
These Supplemental Conditions amend or supplement the Solicitation/Contract as indicated below. All
provisions which are not so amended or supplemented remain in full force and effect, except that the
Technical Specifications, if any, shall govern if any conflict arises between such sections and these
Supplemental Conditions.
1.0 CONDUCT OF THE WORK.
CONTRACTOR shall be considered an independent CONTRACTOR and as such shall not be
entitled to any right or benefit to which GRU employees are or may be entitled to by reason of
employment. Except as specifically noted in this Contract, CONTRACTOR shall be solely
responsible for the means, methods, techniques, sequences, and procedures utilized by
CONTRACTOR in the performance of this Contract. CONTRACTOR will assign only competent and
skilled workers to perform the Work.All of CONTRACTOR's personnel or subcontractors engaged in
any of the Work performed pursuant to this Contract are under CONTRACTOR's sole direction,
supervision and control at all times and in all places. CONTRACTOR's employees must be as clean
and in good appearance as the job conditions permit, conducting themselves in an industrious and
professional manner. CONTRACTOR and its employees cannot represent, act, or be deemed to be
an agent or employee of GRU.
2.0 CONTRACTOR RESPONSIBILITIES.
2.1 Performance.
CONTRACTOR shall perform all Work promptly and diligently in a good, proper and
workmanlike manner in accordance with the Specifications. In performing the Work,
CONTRACTOR has the freedom to perform Work in the manner which is most beneficial to
the project provided that it is within the limits of these Specifications.
2.2 Project Related Requirements.
CONTRACTOR is responsible for providing and paying expenses for all labor, tools,
equipment, and materials.All project related requirements must be of high quality, in good
working condition, and conducive for the particular task. Adequate first aid supplies must
be provided by CONTRACTOR and accessible to employees. These may include, but are
not limited to, sanitation facilities, potable water, and office trailers.
3.0 COOPERATION/COORDINATION.
3.1 Access to Work Site.
GRU and its authorized representatives are permitted free access to the work site, and
reasonable opportunity for the inspection of all Work and materials.
3.2 Work by GRU.
GRU reserves the right to perform activities in the area where the Work is being performed
by CONTRACTOR.
3.3 Work by Other CONTRACTORs.
GRU reserves the right to permit other CONTRACTORs to perform work within the same
work area. CONTRACTOR shall not damage, endanger, compromise or destroy any part of
the site, including by way of example and not limitation, work being performed by others on
the site.
3.4 Coordination.
CONTRACTOR shall, in the course of providing the Work, cooperate and communicate
with GRU and all other persons or entities as required for satisfactory completion.
CONTRACTOR will afford GRU and other CONTRACTORs reasonable opportunity for
the introduction and storage of their equipment and materials and the execution of their
Work concurrently and coordinating its Work in the best interest of GRU.
4.0 INDEMNIFICATION.
4.1 CONTRACTOR shall be fully liable for the actions of its agents, employees, partners, or
subcontractors and fully indemnifies, defends, and holds harmless the City of Gainesville,
GRU, its elected officials, its officers, agents, and employees, from any such suits,
actions, damages, and/or costs of every name and description, including attorneys'fees,
arising from or relating to personal injury and damage to real or personal tangible
property alleged to be caused in whole or in part by CONTRACTOR, its agents,
employees, partners, or subcontractors.
4.2 Further, CONTRACTOR shall fully indemnify, defend, and hold harmless the City of
Gainesville and/or GRU from any suits, actions, damages, and costs of every name and
description, including attorneys' fees, arising from or relating to violation or infringement
of a trademark, copyright, patent, trade secret or intellectual property right, provided,
however, that the foregoing obligation will not apply to GRU's misuse or modification or
CONTRACTOR's products or GRU's operation or use of CONTRACTOR's products in a
manner not contemplated by the Contract or the purchase order. If any product is the
subject of an infringement suit or in CONTRACTOR's opinion is likely to become the
subject of such a suit, CONTRACTOR may at its sole expense procure for GRU the right
to continue using the product or to modify it to become non-infringing. If CONTRACTOR
is not reasonably able to modify or otherwise secure GRU the right to continue using the
product, CONTRACTOR shall remove the product and refund GRU the amounts paid in
excess of a reasonable rental for past use. GRU shall not be liable for any royalties if
applicable.
4.3 CONTRACTOR's obligations under the preceding two paragraphs with respect to any
legal action are contingent upon GRU giving CONTRACTOR (1)written notice of any
action or threatened action, (2)defending the action at CONTRACTOR's sole expense.
CONTRACTOR shall not be liable for any costs or expenses incurred or made by GRU in
any legal action without CONTRACTOR's prior written consent, which will not be
unreasonably withheld.
4.4 The provisions of this section shall survive the termination or expiration of this Contract.
5.0 DAMAGE TO WORK.
Until final acceptance of the Work by GRU, Work will be under the charge and care of
CONTRACTOR who must take every necessary precaution against damage to the Work by the
elements or from any other cause whatsoever. CONTRACTOR will rebuild, repair, restore, or
make good at their expense, damages to any portion of the Work before its completion and
acceptance. Failure to do so will be at CONTRACTOR's own risk. CONTRACTOR is not relieved of
a requirement of the specifications on the plea of error.
6.0 DISPUTES.
If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute
cannot be settled through negotiation, either party may, by giving written notice, refer the dispute
to a meeting of appropriate higher management, to be held within 20 business days after giving of
notice. If the dispute is not resolved within 30 business days after giving notice, or such later date
as may be mutually agreed, the Parties will submit the dispute to a mediator. The Parties shall
mutually agree to the mediator and the costs of the mediator will be born equally by both parties.
The venue for mediation and any subsequent litigation shall be in Alachua County, Florida.
7.0 DELAY.
Notwithstanding the completion schedule, GRU has the right to delay performance for up to three
(3) consecutive months as necessary or desirable and such delay will not be deemed a breach of
Contract, but the performance schedule will be extended for a period equivalent to the time lost
by reason of GRU's delay. Such extension of time will be CONTRACTOR's sole and exclusive
remedy for such delay.
If the project is stopped or delayed for more than three (3) consecutive months and GRU or
CONTRACTOR elects to terminate the Contract because of such delay, or if such stoppage or
delay is due to actions taken by GRU within its control, then CONTRACTOR's sole and exclusive
remedy under the Contract will be reimbursement for costs reasonably expended in preparation
for or in performance of the Contract. None of the aforementioned costs will be interpreted to
include home office overhead expenses or other expenses not directly attributable to
performance of the Contact. CONTRACTOR is not entitled to make any other claim, whether in
breach of Contract or in tort for damages resulting in such delay.
8.0 DEFAULT.
If CONTRACTOR should be adjudged as bankrupt, or make a general assignment for the benefit
of its creditor(s), or if a receiver should be appointed for CONTRACTOR, or if there is persistent
or repeated refusal or failure to supply sufficient properly skilled workforce or proper materials, or
if CONTRACTOR should refuse or fail to make payment to persons supplying labor or materials
for the Work pursuant to this Contract, or persistently disregards instructions of GRU, or fails to
observe or perform or is guilty of a substantial violation of any provision of the Contract
documents, then GRU, after serving at least ten (10)calendar days prior written notice to
CONTRACTOR of its intent to terminate and such default should continue un-remedied for a
period of ten (10) calendar days, may terminate the Contract without prejudice to any other rights
or remedies and take possession of the Work; and GRU may take possession of and utilize in
completing the Work such materials, appliances, equipment as may be on the site of the Work
and necessary therefore. CONTRACTOR will be liable to GRU for any damages resulting from
such default.
9.0 TERMINATION.
9.1 Termination for Convenience.
GRU may, by providing thirty"30" calendar days written notice to CONTRACTOR,terminate
this Contract, or any part thereof,for any or no reason, for GRU's convenience and without
cause. After the termination date, CONTRACTOR shall stop all Work and cause its suppliers
and/or subcontractors to stop all Work in connection with this Contract. If GRU terminates for
convenience, GRU shall pay CONTRACTOR for goods and services accepted as of the
date of termination, and for CONTRACTOR's actual and reasonable, out of pocket costs
incurred directly as a result of such termination. GRU is not responsible for Work performed
after the effective termination date of this contract.
9.2 Termination for Cause(Cancellation).
GRU may terminate this Contract for cause if CONTRACTOR materially breaches this
Contract by:
(a) refusing, failing or being unable to properly manage or perform;
(b) refusing, failing or being unable to perform the Work pursuant to this Contract
with sufficient numbers of workers, properly skilled workers, proper materials to
maintain applicable schedules;
(c) refusing, failing or being unable to make prompt payment to subcontractors or
suppliers;
(d) disregarding laws, ordinances, rules, regulations or orders of any public authority
or quasi-public authority having jurisdiction over the Project;
(e) refusing, failing or being unable to substantially perform pursuant to the terms of
this Contract as determined by GRU, or as otherwise defined elsewhere herein;
and/or
(f) refusing, failing or being unable to substantially perform in accordance with the
terms of any other agreement between GRU and CONTRACTOR.
9.3 Funding out Clause.
If funds for this Contract are no longer available, GRU reserves the right to terminate this
Contract without cause by providing CONTRACTOR with thirty(30)calendar day's written
notice to CONTRACTOR.
10.0 FORCE MAJEURE.
No Party to this Contract shall be liable for any default or delay in the performance of its
obligations under this Contract due to an act of God or other event to the extent that: (a)the non-
performing Party is without fault in causing such default or delay; and (b)such default or delay
could not have been prevented by reasonable precautions. Such causes include, but are not
limited to: acts of civil or military authority(including but not limited to courts of administrative
agencies); acts of God; war; terrorist attacks; riot; insurrection; inability of GRU to secure
approval; validation or sale of bonds; inability of GRU or Supplier to obtain any required permits,
licenses or zoning; blockades; embargoes; sabotage; epidemics; fires; hurricanes, tornados,
floods; or strikes.
In the event of any delay resulting from such causes, the time for performance of each of the
Parties hereunder(including the payment of invoices if such event actually prevents payment)
shall be extended for a period of time reasonably necessary to overcome the effect of such delay.
Any negotiated delivery dates established during or after a Force Majeure event will always be
discussed and negotiated if additional delays are expected.
In the event of any delay or nonperformance resulting from such cause, the Party affected will
promptly notify the other Party in writing of the nature, cause, date of commencement, and the
anticipated impact of such delay or nonperformance. Such written notice, including change
orders, will indicate the extent, if any, to which is anticipated that any delivery or completion date
will be affected.
11.0 LIMITATION OF GRU'S LIABILITY.
To the fullest extent permitted by law, GRU shall not be liable to CONTRACTOR for any incidental,
consequential, punitive, exemplary or indirect damages, lost profits, revenue or other business
interruption damages, including but not limited to, loss of use of equipment or facility.
12.0 AUTHORIZED REPRESENTATIVES.
12.1 The Purchasing Representative for this Contract is Michael Benefield. Questions
regarding this Solicitation and the administration of the resulting Contract shall be
directed to Michael Benefield at (352) 393-1252 or benefieldma@gru.com
13.0 WORK HOURS.
GRU normal business hours are Monday through Friday 7:00 A.M. to 3:00 P.M. CONTRACTOR
may perform the Work outside business hours only with prior approval from the Authorized
Representative or designee.
14.0 LIQUIDATED DAMAGES.
Liquidated damages shall not be assessed.
15.0 COMPLETION OF WORK.
15.1 Substantial Completion: The time at which the Work (or a specified part thereof) has
progressed to the point where, in the opinion of Engineer, the Work (or a specified part
thereof) is sufficiently complete, in accordance with the Contract Documents, so that the
Work(or a specified part thereof) can be utilized for the purposes for which it is intended.
The terms "substantially complete" and "substantially completed" as applied to all or part
of the Work refer to Substantial Completion thereof.
15.2 Final Completion: The date that the Owner receives and agrees with written notice from
the Contractor stating that the Work has been completed and is ready for final payment.
16.0 DELIVERY.
All materials and equipment shall be delivered F.O.B. Destination, freight included.
17.0 JOB SITE.
The Work shall be performed at various GRU locations as specified in the scope of work.
18.0 BONDS.
Bonds are not required for this Contract.
19.0 INSURANCE.
CONTRACTOR shall meet the minimum insurance requirements at all times as required by law
and GRU. CONTRACTOR shall notify GRU of any changes in coverage within seven (7)
business days of knowledge of such change taking effect. Failure to maintain minimum coverage
may result in breach of Contract. CONTRACTOR shall procure and maintain insurance with
coverage amounts as required. CONTRACTOR must furnish GRU a certificate of insurance in a
form acceptable to GRU for the insurance required with endorsement naming GRU as additional
insured.
20.0 MINIMUM INSURANCE AMOUNTS REQUIRED.
Insurance is required in the amounts set forth below:
Commercial General Liability $1,000,000 combined single limit for bodily injury
and property damage
Automobile Liability $1,000,000 combined single limit for bodily injury
and property damage
Worker's Compensation:
(a) State Statutory
(b) Applicable Federal Statutory
(c) Employer's Liability $500,000 per Accident
$500,000 Disease, Policy Limit
$500,000 Disease, Each Employee
Excess Liability $1,000,000
21.0 WARRANTY/GUARANTEE.
21.1 CONTRACTOR warrants and guarantees to GRU that all materials will be new unless
otherwise specified and that all Work will be of a quality free from defects and in
accordance with the Specifications. CONTRACTOR agrees to remedy promptly, and
without cost to GRU, any defective materials or workmanship which appear within the
stated warranty period. No provision contained in the Specifications shall be interpreted
to limit CONTRACTOR's liability for defects.
21.2 No provision contained in the Specifications shall be interpreted to limit the terms and
conditions of the manufacturer's warranty and CONTRACTOR will secure parts, materials
and equipment to be installed with manufacturer's full warranty as to parts and service
wherever possible. CONTRACTOR must indicate if any warranty is being provided by
either CONTRACTOR or a manufacturer and if any such warranty is being provided,
such warranty will be stated. When the manufacturer warrants the equipment or materials
being supplied, CONTRACTOR must provide such warranty to GRU or must state as a
Clarification and Exception the reason CONTRACTOR is not able to provide such
warranty.
21.3 All labor shall be warranted for a minimum of one year. For materials, the Manufacturer's
warranty applies.
22.0 SAFETY AND SECURITY.
Each location has unique safety and security procedures and guidelines that must be followed.Acceptance
of a project or work assignment in a particular location will be an acceptance of the safety and security
requirements for that location. GRU will provide the safety and security requirements along with the scope of
work requested. The contractor shall at all times take all reasonable precautions for the safety of its
employees engaged in services and shall comply with all safety laws, rules and regulations as mentioned
in the contractors safety orientation and/or manual as instruction may be site specific.
22.1 Confinement to Work Area/Parking.
CONTRACTOR's employees shall stay in the designated work area to the maximum extent
possible and shall not traverse other areas of GRU's site except for travel to and from
sanitary facilities or designated parking areas. CONTRACTOR and its employees shall park
personal vehicles and equipment in areas designated by GRU.
22.2 Sanitation.
If sanitary facilities are available near the work site, CONTRACTOR may request GRU's
permission to use such facilities by its employees, obtaining written permission from GRU
prior to the use of such facilities. Unless such permission has been obtained,
CONTRACTOR is responsible for the cost, provision and maintenance of sanitary
facilities for persons employed by CONTRACTOR. If responsible for providing sanitary
facilities, CONTRACTOR is also responsible for all labor and supplies necessary to
maintain such facilities and must comply with the State Board of Health requirements.
Upon completion of the Work, facilities must be removed from the site.
25.3 Personal Protection Equipment requirements during a Pandemic, Epidemic,
Sporadic, Endemic or Outbreaks event.
The CONTRACTOR shall supply all safety and personal protective equipment (PPE)
required to complete the scope of the contracted work (or as stated in the Contract).
Equipment supplied by the CONTRACTOR must meet or exceed all GRU requirements
and the requirements of the appropriate governmental regulatory agency
It is the sole responsibility of the contractor to supply and train all workers with
reasonably anticipated occupational potential exposure to any work place hazards.
This training includes when to use PPE; what PPE is necessary; how to properly put on,
use, and take off PPE; how to properly dispose of or disinfect, inspect for damage, and
maintain PPE; and the limitations of PPE.
Protocols should be in place to prevent or reduce the likelihood of exposure and be in
compliance with operating site PPE requirements. Local, state, and federal mandates
must be followed.
See page 19 of the Forms section for additional guidelines.
23.0 LIVING WAGE ORDINANCE.
The Living Wage Ordinance applies to this Solicitation or Contract. The ordinance can be found
at SZCC0920121115421 (citvofgainesville.org)
The definitions, terms and conditions of the city's living wage requirements set forth in Division 2
of Article IX of Chapter 2 of the City's Code of Ordinances shall apply to this agreement. These
requirements include that the service contractor/subcontractor: shall pay a living wage to each
covered employee during the term of this agreement, including any extension(s)to this
agreement; shall maintain records sufficient to demonstrate compliance with the living wage
requirements; shall not discharge, reduce the compensation of, or otherwise retaliate against any
covered employee for filing a complaint, participating in any proceedings or otherwise asserting
the requirement to pay a living wage; shall cooperate with any city audit or investigation
concerning compliance with or a reported violation of the living wage requirements, including
providing all requested documentation. Failure to comply with the City's living wage requirements
shall be a material breach of this agreement, enforceable by the city through all rights and
remedies at law and equity. (Effective 3/31/2021)
24.0 NERC CIP COMPLIANCE REQUIREMENTS.
Pursuant to federally mandated security standards from the North American Electric Reliability
Corporation (NERC) regarding Critical Infrastructure Protection (CIP), GRU has implemented
specific requirements for any contract employee requiring access to protected systems and
facilities. These requirements are outlined in NERC Standard "CIP-004-6 Table R3—Personnel
Risk Assessment Program", and apply to anyone who shall have physical and/or electronic
access to these designated locations. Compliance verification for an employee, including annual
training as well as a qualified criminal history background screening, will be required prior to
granting that employee authorized access to the designated protected systems and/or facilities.
25.0 APPRENTICE AND DISADVANTAGED WORKER REQUIREMENTS.
Contractor shall comply with the requirements of the Apprentice and Disadvantaged Worker
Ordinance, Article XI, Chapter 2, Gainesville Code of Ordinances. Failure of the contractor to
comply with the ordinance may result in termination of the contract.
26.0 ORDER OF PRECEDENCE.
In the event that there is any conflict between the terms and conditions,the order of precedence
shall be as follows:
a. Any modification to this Contract
b. Contract
c. GRU Technical Specifications
d. GRU Supplemental Conditions
e. GRU General Conditions
f. GRU Instructions
g. CONTRACTOR Response
ATTACHMENT 3
TECHNICAL SPECIFICATIONS/STATEMENT OF WORK
1.0 SCOPE.
Gainesville Regional Utilities (GRU)desires to establish General Service Agreements with
multiple electrical contractors to complete emergent, emergency or time critical work, and smaller,
normal projects in the plants. These contracts would have pre-determined billing rates and a set
mark-up of materials, rental equipment and sub-contractor services, if required. These contracts
could also be used for normal work of a smaller value. Larger, planned projects would still be
competitively sourced with Electrical Contractors asked to submit quotes. If a large emergency
project arose, these established contracts could be used for those instances if deemed necessary
by GRU, but additional requirements may be established by GRU (such as performance and
payment bonds if over$200,000).
Typical general electrical work may include, but is not limited to the following:
• Electrical equipment furnish, install, repair, removal, and/or re-installation.
• Wiring repairs and upgrades - power, control, communication, and fiber
• Conduit, cable tray and wiring installation, modification, and repair, above and below
ground, including protected duct bank and underground electrical manholes.
• Instrumentation installation, modification, and repair.
• Furnish, fabricate, and install electrical and instrumentation panels.
• Maintenance and overhaul of electrostatic precipitators.
• Demolition and disposal of existing electrical equipment.
• Documentation of existing and as-built electrical wiring.
• Provide technicians to setup, program, and troubleshoot PLC and other electronic
hardware.
• Staff supplement.
• Demolition and disposal of existing facilities and equipment.
2.0 SAFETY.
Work may be in an industrial environment under various climatic and occupational conditions,
and may be below grade or at elevations significantly above grade. Contractor shall be subject to
GRU's site or department specific procedures (e.g., confined space entry, tag-out procedures).
3.0 PRICING
3.1 GRU may elect to seek fixed price proposals/quotes for work from one or more
contracted vendors when project clarity of scope and time permits and/or when the dollar
amount of the work is expected to exceed a certain threshold.
3.2 GRU may elect to conduct work on a time and material basis using the contracted time
and material rates when project scope is uncertain and/or there is not enough time to
secure a detailed proposal/quote or the project is considered to be small.
ATTACHMENT 4
PRICE SHEET
ATTACHMENT 4
PRICE SHEET
erkific
ELECTRIC MACHINE CONTROL
HOURLY COST RATE SCHEDULE
EFFECTIVE January 1 , 2023
RATE OT RATE PREMIUM RATE
Senior P&C Consultant $245 $285 $325
Senior Engineer $225 $265 $300
Engineer $200 $240 $280
Senior Relay Tech $175 $205 $235
Relay Tech $150 $180 $210
Wireman $110 $130 $150
Drafting $85 $105 $125
Markups: 35%
• Material Markup
• Subcontractors 15%
• Outside Rental 15%
*****SG&A is included with the above rate.
SOLICITATION NUMBER:2023-020 FOR ELECTRICAL CONTRACTOR GSA
PRICING RESPONSE FORM
Classification
Straight Time Over Time Double Time
$/hr $/hr $/hr
General Superintendent
General Foreman
Foreman
Journeyman
Apprentice—1st Year
Apprentice-2nd Year
Apprentice- 3rd Year
Apprentice-4th Year
Apprentice- 5th Year
Groundsman - 1
Groundsman - 2
Field Electronics $175 $205 $235
Technician $110 $130 $150
Field Engineer $225 $265 $300
Clerical $75 $95 $115
• Above rates must include all wages, benefits, profit, and other costs.
• List tools and equipment(e.g., service truck)furnished as part of hourly labor rates:
• Provide rate sheet for additional commonly used tools and equipment not included in hourly rates:
• Provide standard mobilization time for service or emergency work:
• Additional charge for Emergency work (<24 hour M-F notification):
• Provide list of holidays for the purposes of premium pay:
• Provide list of working hours (8 and 10 hour days, as applicable) and basis for determining type
of time charged.
MARKUPS
• Material: 35
• Subcontractors 15
• Outside Rental 15 %
Tools and Equipment included in Hourly Rate
All personnel will provide tools necessary for their tasks including testing and
diagnostic equipment, laptops with appropriate configuration and analysis
software, hand and power tools in good working order and safety equipment.
Specialty Tools
Other testing and specialty tools outside of the Omicron Test set and digital
Multimeters that EMC currently supplies will incur an additional rental fee. This
fee will be in compliance with the markup associated with the "Outside Rental"
terms and will be specified prior to the acceptance of any work.
Working Hours
Working Hours are from 7:00 AM to 5:30 PM Monday — Thursday. Overtime rates are in
affect anytime outside of 7:00 AM to 5:30 PM Monday— Thursday and all-day Friday and
Saturday. All day Sunday and Holidays are billed at Premium rates.
The above rate schedules apply to all travel time from time laborer leaves EMC or
remote location and while in route to job site.
Travel and Living Expenses
Travel and Living Expenses will be invoiced as follows:
Lodging and Meals will be invoiced at cost.
Vehicle usage will be invoiced at $75/day and $0.75/mi.
Emergency Work
Emergency work as defined as less than 24 hour notice M-F will be billed at rates
indicated above. No extra charges will be applied.
Standard Mobilization Time
Standard mobilization time will depend on the EMC personnel needed for the job. The
Clearwater team can mobilize and demobilize in 8 hours. The Trussville team can
mobilize and demobilize in 20 hours.
2023 COMPANY HOLIDAY
SCHEDULE
Holiday Date Day
Good Friday 04/07/23 Friday
Memorial Day 05/29/23 Monday
Independence Day 07/03/23 Monday
07/04/23 Tuesday
Labor Day 09/04/23 Monday
Thanksgiving 11/23/23 Thursday
" 11/24/23 Friday
Christmas Eve 12/22/23 Friday
Christmas Day 12/25/23 Monday
New Years Eve 12/29/23 Friday
New Years Day 01/01/24 Monday
CONTRACT BETWEEN
CLAY COUNTY UTILITY AUTHORITY
AND
ELECTRIC MACHINE CONTROL, INC..
For
GENERAL SERVICE AGREEMENT FOR INSTRUMENTATION & CONTROLS
THIS CONTRACT is made and entered into effective as of the day of May
, 2025 by and between CLAY COUNTY UTILITY AUTHORITY, an independent
special district of the State of Florida (hereinafter referred to as "CCUA") through an inter-local
agreement with the CITY OF GAINESVILLE and ELECTRIC MACHINE CONTROL, INC., a
Alabama Corporation, with its principal office located at 7015 Haisten Drive, Trussville.
Alabama 35173, The ("CONTRACTOR").
WHEREAS, CCUA requires Instrumentation and Controls on an as needed basis for its
operations in Clay County, Florida.
WHEREAS, CCUA is required by its enabling legislation, and its purchasing policies and
procedures, to obtain competitive bids, and in certain instances publish formal invitations for
bids and conduct a bid opening, for its purchase of certain commodities used in its operations.
WHEREAS, CCUA is authorised by its enabling legislation and by Florida law to enter
into inter-local agreements with other governmental entities.
WHEREAS, City of Gainesville, which operates in Alachua County, Florida, issued an
Request for Supplier Qualifications No. 2024-104 with a bid opening date at 12:00 p.m. on
October 3, 2024 to establish a General Service Agreements with multiple instrumentation and
control companies to complete emergent, emergency or time critical work, and other projects in
the energy supply, energy delivery, water and wastewater, and other GRIT business systems in
accordance with the specifications of the Request for Supplier Qualifications.
WHEREAS, the City of Gainesville awarded the bid to CONTRACTOR, and thereafter
entered into its Agreement No. RFSQ-2024-104-C a true copy of which is attached hereto and
hereby incorporated by reference.
WHEREAS, CCUA has confirmed that the unit prices set forth in the City of Gainesville
Contract No. RFSQ-2024-104-C are current and competitive, and has obtained the offer of an
inter-local agreement by the City of Gainesville to allow CCUA to directly contract as needed
quantities pursuant to the City of Gainesville Contract No. RFSQ-2024-104-C from
CONTRACTOR, for direct delivery to and direct payment by CCUA, and CONTRACTOR has
consented to such inter-local agreement.
CCUA&Electric Machine Control, Inc
GSA FOR INSTRUMENTATION AND CONTROLS
April 2025
I of 3
WHEREAS. the competitive bidding procedures employed by the City of Gainesville in
connection with procuring the City of Gainesville Contract No. RFSQ-2024-104-C are sufficient
to satisfy CCUA's own competitive bid requirements imposed by applicable law and regulation.
NOW, THEREFORE, IN CONSIDERATION of the foregoing premises, hereby
expressly acknowledged,the undersigned hereby agree as follows:
1. CONTRACTOR shall perform for CCUA, as directly ordered by CCUA, new
municipal vehicles, cars, vans, sport utility vehicles, and light trucks in
accordance with the prices bid by CONTRACTOR and as obligated to be
provided under the City of Gainesville Contract No. RFSQ-2024-104-C. All
work shall be completed fbr CCUA in its service area at such location specified in
CCUA's separate purchase orders under this contract.
2. CCUA shall directly pay to CONTRACTOR the sums due for the faithful
performance of this Contract the prices set forth by the CONTRACTOR's hid and
the City of Gainesville Contract No. RFSQ-2024-104-C. Payment of any amount
due on this Contract shall be made by CCUA to CONTRACTOR within thirty
(30) days of receipt of the CCUA verified and approved invoice.
3. As reflected by CONTRACTOR's attached correspondence, this contract initial
term shall commence effective on November 15, 2024, and expiring on
November 15, 2029. Upon written, mutual agreement by the Contractor and the
City of Gainesville, this Agreement may be extended at the conclusion of the
Initial Term for an additional six(6) months.
4. CCUA hereby accepts the City of Gainesville's offer of an inter-local agreement
to rely on the City of Gainesville's bid procedures and pricing terms under
Contract No. RFSQ-2024-104-C. CCUA's inter-local agreement with the City of
Gainesville shall be deemed to terminate upon the earlier of(a) the expiration of
the term or(b) April 15, 2030.
S. CCUA shall be solely responsible and liable for its orders, payment and
performance under this contract. CONTRACTOR shall not hold the City of
Gainesville responsible for CCUA's orders, payment and performance hereunder,
and hereby waives any claim or cause of action that it may have against the City
of Gainesville in connection with CCUA's orders, payment and performance
under this contract.
6. Commencing with Fiscal Year 2024-2025 for CCUA (Oct. 1, 2024 - Sept. 30,
2025), this contract shall be contingent upon and subject to the existence of
lawfully appropriated funds for each such Fiscal Year of CCUA.
CCUA&Electnc Machine Control, Inc
GSA FOR 1NSTRUMENTAT ION AND CON I ROt S
April 2025
2 of 3
IN WITNESS WHEREOF, CCUA and CONTRACTOR have executed this contract in
two(2)counterparts effective on the day first written above, each of which shall without proof or
accounting for the other counterparts be deemed an original contract.
CLAY COUNTY UTILITY AUTHORITY ELECTRIC MACHINE CONTROL,
INC..
By — - '
Title: Executive Director 1A-fa^ l"'Q y - ?r si deirk-
APPROVED AS TO FORM BY
CCUA ATTORNEY:
GRADY II. WILLIAMS,JR.
CCUA&Electric Machine Control,Inc.
GSA FOR INSTRUMENTATION AND CONTROLS
April 2025
3 of 3