The URL can be used to link to this page

Home My WebLink AboutAgreement_General_4/9/2026_Miller Electric Company (2) VILLAGE OF TEQUESTA AGREEMENT FOR VIDEO SURVEILLANCE, ACCESS CONTROL SECURITY AND PARKING SYSTEM INSTALLATION, MAINTENANCE, REPAIRS AND UPGRADES THIS AGREEMENT for video surveillance, access control security and parking system installation, maintenance, repairs and upgrades is entered into and effective thisk—day of 2026, by and between the VILLAGE OF TEQUESTA, a Florida municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and existing in accordance with the laws of the State of Florida, hereinafter "the Village"; and Miller Electric Company, a Florida corporation, with offices located at 6805 Southpoint Parkway, Jacksonville, Florida, 32216, hereinafter "the Contractor", and collectively with the Village, "the Parties". WITNESSETH The Village and the Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, hereby agree as follows: 1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement whereby the Contractor shall provide video surveillance, access control security and parking system installation, maintenance, repairs and upgrade services as needed by the Village. The Parties agree to enter into this Agreementand piggyback forthe video surveillance, access control security and parking system installation, maintenance, repairs and upgrade at the unit prices described in the City of St. Augustine Contract awarded through RFP ItPW2021- 10. Said contract, including its terms, conditions, specifications, and attached exhibits/amendments, are hereby fully incorporated into this Agreement and attached hereto as Exhibit"A". 2. COMPENSATION: In consideration for the above Scope of Services, pricing shall be on a per order basis pursuant to the unit prices provided in Exhibit"A".The Parties hereby agree to the Village's purchase of supplies and/or services in greater or lesser amounts than estimated in the City of St. Augustine RFP #tPW2021-10 agreement, as referenced by the contract in Exhibit W'. In consideration for the above Scope of Services and pursuant to any Exhibits,if applicable,the Village Page 1 of 9 shall pay the Contractor at the unit prices as described in Exhibit"A".The goods or services shall be delivered on a per-order basis in a time, manner, and location acceptable to the Village the "Performance Date:' 3. CHANGE ORDERS: Seller is aware that price and time are of the essence in any order for services or goods under this contract and that prompt and timely performance of all such obligations is strictly required. If conditions change that would require an increase in price,scope, or time for performance Seiler must notify the Village in writing detailing the conditions that have changed and requesting a change order to the contract within 30 days prior to the performance date "Change Order Deadline".Change orders submitted after the change order deadline will not be considered. Seller shall not proceed with any change to its obligations under a change order request unless documented in a Change Order executed by both Parties.If Seller requests a change order prior to the change order deadline Village at its discretion may accept the change order as is or with modifications,deny the change order,re-advertise and re-solicit providers for the required goods or services or terminate this contract. if the Village elects to re-advertise and re-solicit the need for goods or services the Village will have 30 days"Solicitation Period"in which to accept the contemplated change order or terminate this contract. At any time after execution of this Agreement but prior to Seller's delivery of the Goods,the Village reserves the right at its discretion to change, modify, revise add, or remove any part of its order for the Goods as described by this Agreement and any Exhibits, if applicable. If any such change to the Village's order causes an increase or decrease in the cost of the Goods or causes a change in the time required for delivery of the Goods, the Village shall make an equitable adjustment in the contract price, the delivery schedule, or both.Any change to the Village's order for the Goods and any subsequent equitable adjustment to the terms of this Agreement shall be effectuated through a written Amendment to this Agreement as executed by both Parties pursuant to Section 15.of this Agreement. 4. TERM;TERMINATION;NOTICE: Pursuant to the City of St.Augustine RFP#PW2021- 10,the original contract term will expire September 30,2026.The agreement may be renewed by mutual and written consent of the parties for not more than a total of five(5)consecutive years. This Agreement may be terminated by either party upon 30 days written notice to the other party. Notice shall be considered sufficient when sent by certified mail or hand-delivered to the Parties during regular business hours at the following addresses: Page 2of9 Village Contractor Village of Tequesta Miller Electric Company 345 Tequesta Drive 6805 Southpoint Parkway Tequesta,FL 33469-0273 Jacksonville,Florida 32216 Attn: Utilities Director 904-388-8000 ext.656(office) 813-299-3360(cell) Attn:Craig Bowman S. INSURANCE: The Contractor shall provide proof of workman's compensation insurance and liability insurance in such amounts as are specified in Exhibit"A"and shall name the Village as an"additional Insured"on the liability portion of the insurance policy. 6. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and hold harmless the Village, its agents,servants,and employees,from and against any claim,demand or cause of action of whatsoever kind or nature,arising out of error,omission,negligent act,conduct, or misconduct of the Contractor,its agents,servants,or employees in the performance of services under this Agreement Nothing contained in this provision shall be construed or interpreted as consent by the Village to be sued, nor as a waiver of sovereign immunity beyond the waiver provided in Section 768.28,Florida Statutes. 7. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133, Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof, the Contractor certifies that it,its affiliates,suppliers,subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within thirty-six(36)months immediately preceding the date hereof.This notice is required by Section 287.133(3)(a),Florida Statutes. a. INDEPENDENT CONTRACTOR: It is specifically understood that the Contractor is an independent contractor and not an employee of the Village. Both the Village and the Contractor agree that this Agreement is not a contract for employment and that no relationship of employee- employer or principal-agent is or shall be created hereby,nor shall hereafter exist by reason of the performance of the services herein provided. 9. INSPECTOR GENERAL Pursuant to Sections 2-421-2-432 of the Palm Beach County Code of Ordinances, the Office of the Inspector General has jurisdiction to investigate municipal Page 3 of 9 matters, review and audit municipal contracts, and other transactions, and make reports and recommendations to municipal governing bodies based on such audits,reviews,or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power.The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village,as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. 10. E VERIFY EUGIBIUTY:The Contractor warrants and represents that it is in compliance with Section 448.095, Florida Statutes, as may be amended. No later than January 1, 2021, the Contractor shall: (1) register with and use the E-Verify System (E-Verifygov) to electronically verify the employment eligibility of all newly hired workers,and (2)verify that all of the Contractor's subconsultants performing the duties and obligations of this Agreement are registered with and use the E-Verify System to electronically verify the employment eligibility of all newly hired workers.The Contractor shall obtain from each of its sub-consultants an affidavit stating that the sub-consultant does not employ,contract with,or subcontract with an Unauthorized Alien, as that term is defined in Section 448.095(1)(k), Florida Statutes, as may be amended. The Contractor shall maintain a copy of any such affidavit from a sub-consultant for,at a minimum,the duration of the subcontract and any extension thereof. This provision shall not supersede any provision of this Agreement which requires a longer retention period.The Village shall terminate this Agreement if it has a good faith belief that the Contractor has knowingly violated Section 448.09(1),Florida Statutes, as may be amended. If the Contractor has a good faith belief that the Contractor's subconsultant has knowingly violated Section 448.09(1),Florida Statutes, as may be amended,the Village shall notify the Contractor to terminate its contract with the sub-consultant and the Contractor shall immediately terminate its contract with the sub-consultant. in the event of such contract termination,the Contractor shall be liable for any additional costs incurred by the Village as a result of the termination. 1L SCRUTINIZED COMPANIES: For Contracts under$1M,the Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes and that it is not engaged in a boycott of Israel. The Village may terminate this Page 4 of 9 Agreement at the Village's option if the Contractor is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes, if the Contractor has been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes,or if Contractor is engaged in a boycott of Israel. For Contracts over$1M,the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes. The Contractor further certifies that it is not engaged in a boycott of Israel and that it does not have business operations in Cuba or Syria,as similarly provided in Section 287.135,Florida Statutes. The Village may terminate this Agreement at the Village's option if the Contractor is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes or if the Contractor has been placed on one of the aforementioned lists created pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may terminate this Agreement at the Village's option if the Contractor is engaged in a boycott of Israel or has been engaged in business operations in Cuba or Syria,as defined in Section 287.135,Florida Statutes. 12. ATTORNEYS FEES: in the event, a dispute arises concerning this Agreement, the prevailing party shall be awarded attorney's fees,including fees on appeal. 13. FORCE MAtEURE: The Contractor shall not be considered in default by reason of any failure in performance under this Agreement if such failure arises out of causes reasonably beyond the control of the Contractor or its subcontractors and without their fault or negligence. Such causes include,but are not limited to:acts of God;acts of war;natural or public health emergencies; labor disputes;freight embargoes;and abnormally severe and unusual weather conditions. 14. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed in accordance with the laws of the State of Florida,and venue shall be in Palm Beach County should any dispute arise with regard to this Agreement. 15. AMENDMENTS&ASSIGNMENTS: This Agreement,all Exhibits attached hereto,and required insurance certificates constitute the entire Agreement between both parties; no modifications shall be made to this Agreement unless in writing, agreed to by both parties, and attached hereto as an addendum to this Agreement.The Contractor shall not transfer or assign the provision of services called for in this Agreement without prior written consent of the Village. Page S of 9 16. PUBLIC RECORDS: In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records,CONTRACTOR must provide the Village with copies of requested records, or allow such records to be inspected or copied,within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Sec.119.0701,Florida Statutes,and other penalties under Sec. 119.10, Florida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the CONTRACTOR does not transfer the records to the Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to the Village, all public records in possession of the CONTRACTOR, or keep and maintain public records required by the Village. If the CONTRACTOR transfers all public records to the Village upon completion of the Agreement, 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 Agreement,the CONTRACTOR shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the VILLAGE, upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT Imcwilliams@tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. Page 6 of 9 Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud,waste, mismanagement, misconduct,and abuses. "The Village of Tequesta strives to be an inclusive environment.As such, it is the Village's policy to comply with the requirements of Title 11 of the American with Disabilities Act of 1990 ("ADA") by ensuring that the Contractor's [ agreement/bid documents and specifications ] are accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written statement indicating that all [ agreement /bid documents and specifications], from Contractor, including files, images, graphics,text, audio, video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("WK"), Web Accessibility Initiative ("WA["), available at www.w3.org/TR/WCAG/." 17. HEADINGS: The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting or enforcing this Agreement. 18. SEVERABILITY: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability or any other provision of this Agreement and this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision is not contained herein. 19. WAIVER: No waiver by the Village of any provision of this Agreement shall be deemed to be a waiver of any other provisions hereof or of any subsequent breach by the Contractor of the same, or any other provision or the enforcement hereof. The Village's Page 7 of 9 consent to or approval of any act requiring the Village's consent or approval of any act by the Contractor shall not be deemed to render unnecessary the obtaining of the Village's consent to or approval of any subsequent consent or approval of,whether or not similar to the act so consented or approved. 20. ENTIRE AGREEMENT: This eight page Agreement, including any Exhibits, constitutes the entire agreement between the parties; no modification shall be made to this Agreement unless such modification is in writing,agreed to by both parties and attached hereto as an addendum to this Agreement. In the event of a conflict between this and any other document,this document shall prevail. 2L AUTHORITY TO OBLIGATE: Each person signing this agreement on behalf of either Party warrants that he or she has the full legal power to execute this agreement on behalf of the Party for whom he or she is signing and bind and obligate such party with respect to all provisions contained in this agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] Page 8 of 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. WITNESSES: MILLER ELECTRIC COMPANY ha"&,' NPNc '�3� By (Print): v' " 1 Atq I'G A N R-oup (Corporate Sea[) _ VILLAGE OF TEQUESTA ` By: Molly Young, ayor ATTEST: flA Lori McWilliams, MMC ., Village Clerk 19.. ORIDP !!!!!!!1!I I I 11!I I I l l 1555155 \ Page 9 of 9 EXHIBIT A r-STY Op EST. 1565 NATION'S OLDEST CITY April 28, 2021 Miller Electric Cornpany Attn; Mr. Craig Bowman 805 Southpoint Parkway Jacksonville, FI_, 3 2216 1 F- Agreement for RFP#PW202.1-10 V ideo Surveillance, Access Control Security and Parking System "talIa#ion, Maintenance, Repairs and Upgrades Dear [ r_ Bowman: Accompanying this cover letter for your firm's records is the completely executed Agreement between the City of St_ Augustine and Miller Electric Company for R)FP #PW20 1- 10. We look Forward to an excellent relationship. Please feel free to contact me at my office (9(A) 2094316 or, via email, at jcollins4c citystaug.epm if you have any questions. Sincerely, Jill _ ollins Procur anent Specialist 11 jcc l;;WG0sw-t xc; Jo P.RegAn,City ua Muedith L._Brekkwu i%a4ssiaaM City Mwagcr Rauban C.F rankl4 Jr..Public WoFka Daedut iamad C.Piggo9c,General Services Director File PO Box 210 - St. Augustine, Florida 32085 - 0ffice 904-825.1001 - www.CityStAug.Com sTA. UG U T I i Imo.. EST. 1565--� NOTICE OF AWARD TO: Miller Electric Company Ann- Mr. Robert Andrew Bowman 6805 Southpoint Parkway Jacksonville, Florida 32216 PROJECT NAW: RFP#PVV2021-10 VIDEO SURVEILLANCE,ACCESS CONTROL SECURITY AND PARIC[NN SYSTEM LNSTAI.LAT10N, MAINTENANCE, REPAIRS AND UPGRADES The City of St. Augustine, Florida (City) has considered the Proposal submitted by you for the above-described work_ You are hereby notified that your Proposal has been accepted. You are required by the Information to Respondents to execute the Comract Agreement within ten (10) calendar days from the date of this Notice to you. If you fail to execute said Agreement within ten (10) clays from the date of this Notice, said City will be entitled to consider all your rights arising out of the City's acceptance of your Proposal as abandoned_ Th e City will be entitled to s uch other rights as may be granted by law. You are required to return an acknowledged copy of this Notice of Award to the City. Dated this day of jq4ri 221. CITY OF ST.AU USTINE,FLORIDA 8 : Iohn P. began. P.F_ City Manager ACCEPTANCE OF NOTICE Receip above Notice of Award is hereby acknowledged. BI- BY: [his day of 4 � 12021. itl Contract RW2021-10 GENERAL SERVICES AGREEMENT BETWEEN '11IE CITY OF ST.AUGUSTI NE AND MILLER ELIECI'R1C COMPANY FOR VJDE0 SURVEHJANCE,ACCESS CONTROL SECURITY AND PARKING SYSTEM U4 TALLATION,M,+ T TENA C'E, REPAIRS AND U?GRADES THIS AGREEMENT is catered into by and between the CITY OF ST. UGUSTYN-E (`^the City"), whose address is P. O. Box 2 10, St Augustine,Florida 3208"210, and MILLER ELECTrRiC COhUANY (` ntractoej, whose sddre5s is 6805 Southpoint.Parkway, Jacksonville, Florida, 32216. A11 references to the parties hereto include the parties,t}teir oMcers,ernplayecs, agWs,successors,anti assigns. In consideration of the payments hereinnfter specified, the coverts and conditions of this Agro=mt, and other good and valuable consideration, the adequacy of which is hereby acknowledged, Contractor agrees to fiunish and deliver all materials and perform all services and labor required feu C the Work"). In accordance with RFP#PW2021-10, Contra�shall complete the Work in conformity with this Agreement, which c>nsims of and incorporates all of the following documents. (1) advertisement fbr proposals;(2)Instructions to Respondents;(3)addenda;certifications,and afftdavi%;(4)proposal subrn ttW s; and (5) this Agre ment, including the Scope of Work, Specifications, General Conditions and any Special Conditions or other attachments. of any provision in the body of this Agreement conflicts with any attachment hereto, the terms of this Agreement shall prevail unless the referenced attachment is a requirement pursuant to grant funding. This Agrcerrtcnt, including attachments,shall take precedence over all solicitation documents (items l -4). The parties hereby agree to the following terms and conditions. 1. TER. OF AGREEMENT (a) The terra of this Agreement shall run from the Effective Date to the Completion Date.Tittle is of the essence for each and every aspect of this Agreement. Where additional time is allowed to complete the Work, the new time limit shall also be of the essence. All provisions of this Agreement that by their nature extend beyond the Completion Date shall survive termination or expiration of this Agreement. (b) Effective Date.The,Effective Date is the date upon which the last party to thk Agreement has dated and executed the same. (c} Completion Date. The Compiciion Date of this Agreement is September 3U, 2026, unless extended by mutual written agreement of the parties. The Completion Dale for specific work orders shall be the time for completion stated in the work order,wh i ch shall be agreed upon by both parties. (d) This Agreement,nay be renewed by mutt;al and written wnscnt of each party for no more than a bXaal of five (5)consecutive years. 2. COMM EN EMENT OF WORK (a) Contractor shall cornmerim the Work within fourteen (14) days of issuamce of a Work Order by the City. This date shall be known as the `Vommencemeut Datc." Contractor shall prosecute the Work regularly, diligently, aid uninterruptedly so as to complete the Worm ready for use 1 Cwtroa WW 2021-10 in accordance with the Scope of Work and the time for completion stated therein. Contmaor shall not commence the Work until any required submittals are received and approved. 3. DELYVEIIABLES (a) The Work is specified in the Scope of Work, Exhibit A. Contractor shall deliver all products and deliverables as stated therein. Contractor is responsible for the professional quality, technical accuracy, and timely completion of the Work. Both workmanship and materials shall be of good quality. Contractor shall, if required, furnish satisfactory evidence as to the kind and quality of materials provided. Unless otherwise specifically provided for herein, Contractor shall provide and pay for all materials, labor, and other facilities and equipment necessary for performance of the "Work. The ity's Project Manager shall make a final acceptance inspection of the deliverables when completed and finished in all respects. (b) If not otherwise addressed in the Scope of Work and er Specifications, upon written re- quest,Contractor shall submit written progress reports to the ity's Project Manager at the frequency requested in the form approved by the Project Manager at no additional cost to the City, The progress report shall provide an updated progress schedule, taking into ac- count all delays and approved changes in the Work. Failure to provide a progress report will be cause to withhold payment. 4. 0W_NFRSffW OF DELVVERABLYS All deliverables, including Work not accepted by the City, are City property when Contractor has received compensation therefor, in whole or in part, Any City source documents or other City or non-City documents, specifications,materials, reports, or accompanying data developed, secured, or used in the performance of the Work, excluding proprietary materials, as outlined in the Scope of Work, are City property and shall be safeguarded and provided to the City upon request. City plans and specifications shall not be used on other work and, with the exception of the original plans and specifications, shall be returned to the City upon request. This obligation shall survive termination or expiration of this Agreement. S. FLN- DING OF AGREEMENT (a) For satisfactory performance, of the Work,the City agrees to pay Contractor [a sum not to exceed] [$ ] (the"Total Compensation"}, The compensation for each Work Order shall be set forth in the Work Order and billed in accordance with the terms of the Work Order and Cost Schedule,Exhibit D. (b) Annugl budgetary limitation. For multi-fiscal year agreements, the City must budget the amount of funds that will be expended during each fiscal year as accurately as possible. The Scope of Work,Exhibit A,includes the parties'current schedule for watpletion of the Work and projection of expenditures on a fiscal year basis(October 1 — September 30) ("Annual Spending Plan"). If Contractor anticipates that expenditures will eaxcecd the budgeted amount during any fiscal year, Contrwtor shall promptly notify the City's Project Manager and provide a proposed revised work schedule and Annual Spending Plan that provides for completion of the Work without increasing the Total Compensation. The last date for the City to receive this request is August 1 of the then-current fiscal year. The City may in its sole discretion prepare a City Supplemental Jns&uction Form i neorporating the revised work 2 ConizwN W2021-10 scheAule and Anneal Spuiiding Plan during the then-current fiscal year or subsequent fiscal year- G. PAYMENT OF TNVOICES (a) Contractor shall submit monthly itemized invcices by one of the following two methods: (1) by mail to the City of St. Augustine,Financial Management, P. O. Box 2210, St. Augustine, FL 3 485- 021b, or (2) by a-mail to purchasing@citystaug.eom. Each invoice shall be submitted in detail sufficient for proper pre-audit and post-audit review. If necessary+ for audit purposes, Contractor shaIl provide additional supporting information as required to document invoices. 7. CON"rRACT PAYMENT AND Ct MFLU CE WITH THE LOCAL GOVERNMENT PROMPT PAYMENT ACT FOR NOX-CONSTRUCTION SERVICES. (a) All invoices shall include the following information. (1) City contract number; (2) City encumbranoc number; (3) City work-order number, if applicable; (4) Contractor's name and address(include remit address, if necessary); (5) Contractor's invoice number and date of invoice; ( )City Project Manager or Work Order Manager, ifappi!cab le; (7)Contractor's Project Manager; (8) supporting docrimentation as to cost and/or project completion (as per the cost schedetle and other requirements of the Specification and Conditions; for work-orders, see special requirements under WORK. ORDERS); (9) Progress Report (if required); (10) Diversity Report (if otherwise required herein). Invoices that do not correspond with this paragraph shall be retumed without action, stating the basis for rejection. Payments shall be made within twenty(20) business days of receipt of an approved invoice. Disputes regarding invoice sufficiency are resolved pursuant to the dispute resolution procedure of this Agreement. (b) In order to comply with the provisions of the Florida Local Govertvnent Prompt Payment Act, the City designates the faIlowing as its Agent; 1. Reuben C. Franklin,Jr-, P.E. City of St. Augustine P.O. Box 210 St. Augustine, FL 32085-010 904-209-4279 (office) 904-209-4286 (fax) Email; rfrnklin citystsug or 2, The City's Agent is required to review invoices oar payment requests prior to processing for payment.The time at which payment is due for a purchase other than construction services by a local governmental entity must be calculated from, 3. The date on which a proper hivuice is received by the chief disbursement officer of die local governmental entity after approval by the governing body, if required;or 4_ if a proper invoice is not received by the local govenimentai entity,the date: (a) On which delivery of personal property is accepted by the local governmental entity; (b) On which services are completed; (c) On which the rental period begins; or 3 Conlract#PW2021-10 (d) On which the local governmental entity and vendor agree in a contract that provides dates relative to payment periods; whichever date is latest. (e) Payments.The City shall pay Contractor one hundred percent(100°o)of each approved invoice. 6. COST OF LIVING INCREASES A Consumer Price Index C CPI")—based Cost Schedule increase may be requested in writing no later than throe months before the contract renewal date. The increase wi11 be limited to the Unadjusted percentage change for All Urban Con surners, not to exceed five per- cent, for the twelve~month timeframe beginning three months before the contract renewal date. Exam- ple; Contract expiration September 30, the CPI will be based on the June index, 7. PAYMENT ,AND RELEASE Contractor's acceptance of final payment shall constitute a release in full of all Contractor claims against the City arising from the perfbmanee of this Agreement, with the cxccptian of any pending claims for additional compensation that have been documented and filed as required by this Agreement. S. INDEMNMCATION Contractor shall indemnify and hold harmless,release,and forever discharge the City, its public officers, employees, agents, representatives, successors, and assigns, from any and all liabilities, damages, losses, and costs, including, but not limited to, r.Aasonable attorney's fees,to the ex- tent caused by the negligence, recklessness, or intentional wrongful misconduct of the Contractor, its employees or sub-contractors, in the performance of the Work and resulting from damages to property, personal injury,or loss of life. 9. INSURANCE AND PERMITS. Contractor shall acquire and maintain,at its own expense,all permits and licenses required by law and shall maintain the same in full force and effect. Contractor is respon- sible for conformance with all State and Federal regulations and requirements. City of St. Augustine permit fees shall be waived. Contractor shall provide all insurance required by Exhibit B, lnsuramce Requirements, and shall not commence Work until it has provided Certificates of lnsumnce to the City as per Exhibit B. Receipt of Certificates of Insurance indicating less coverage than required does not constitute a waiver of the Insurance Requirements.Contractor waives its right of recovery against the City to the extent permitted by its insurance policies. Contractor's insurance shall be considered primary, and City insurance small be considered cx=is, as may be applicable to Contractor's obligation to provide insurance. 10. FUNDING CONTINGENCY. This Agreement is at all times contingent upon funding availability, which may include a single source or multiple sources, including, but not limited to,' (1)ad valorem tax mvcnucs appropriated by the Ci13N Commission;(2)annual appropriations by the Florida Legislature, or (3) appropriations from ether agencies or funding sources. Agreements that extend for a period of more than one Fiscal Year are subject to annual appropriation of funds in the sole discretion and judgment of the City's Commission for each succeeding Fiscal Year. Should the Work not be funded, in whale or in part, in the current Fiscal Year or succeeding Fiscal Years, the City shall so notify Contractor and this Agreement shall be deemed terminated for convenience five(5) days after receipt of such notice,or with in such additional tim a as the C ity may allow. For the purpose of this Agreen,ent, "Fiscal Year" is defined as the period beginning on October I and ending on September 30. 11. PROJECT MANAGEMENT AND PERSONNEL (a) The Project Managers listed below shall be responsible for overall coordination and management of the Work.. Either party may change its Project Manager upon three(3)business days prior written notice to the other parry. Written notice of change of address shall be provided within five (5) 4 Contract#PW2021-10 business days. All notices shall be in writing to the Project Managers at the addresses below and shall be sent by one of the following methods:(1)hand delivery;(2)U.S.certified mail;(3)national overnight courier;(4) e-mail or, (5) fax. Notices via certified mail are deemed delivered upon re- ceipt. Notices via overnight courier are deemed delivered one (1) business day after having been deposited with the courier. Notiews via email or fax are deemed delivered on the date transmitted and received. Cs 17'Y CONI-RACTO>Z Reuben C. Franklin,Jr., P.E., Project Manager Craig Bowman,Project Manager City of St. Augustine Miller Electric Company P.O. Box 210 6805 Southpoint Parkway t. Augustine, Florida 320 5-0210 Jacksonville,Florida 3221 904-209-4279(office) 904-389-8000 ext. 656(office) 904-2094286(fax) 813-299-3360 (ce11) E-mail. rfranklin ci stau .corn E-mail. cbawman c m2na .—WM (b) The City's Project Manager shall have sole and complete responsibility for transmitting instructions, receiving information, and communicating City policies and decisions regarding all matters pertinent to perforniance of the Work,and may approve in deviations in the Work that do not affect the Total Compensation or Completion Date or otherwise significantly modify the terms of the Agrccmertt. For Work Order-based contracts,the City may designate a"Work Order Manager"on the Work Order,who will sme as the Project Manager for that Work Order and shall have the same responsibilities as the City's Project Manager. The City's Pmj&-t Manager may approve minor deviations in the Work that do not affect the Total Compensation or Completion Date or otherwise significantly modify the terms of the Agreement. The City's Project Manager and,as appropriate, other City employees,shall meet with Contractor when necessary in the City's judgment to provide d isions regarding performance of the Work, as well as to review and comment on reports. (c) Contractor shall provide efficient supervision of the Work, using its best skill and attention. Contractor shall keep on the wwksite during, its progress a competent superintendent, satisfactory to the City. The superintendent shall not be changed except with the City's consent, unless the superintendent proves to he unsatisfactory to Contractor and/or ceases to be in its employ. The superintendent shall represent Contractor in the absence of Contractor's Project Manager. All directions given to .him shall be as binding as if given to Contractor, if the City produces documented evidence and informs the Contractor that any person on the job is incompetent, disorderly, or is working contrary to the Agreement or the City's instructions, that person shall thereupon be immediately dismissed from the project and shall not he given employment on any work connected with this Agreement, The City may request Contractor replace its Project Manager if said manager Fails to carry the Work forward in a competent manner, follow instructions or specifications,or for other reasonable cause. (d) Contractor shall maintain an adequate and competent professional staff. Contractor's employees, subcontractors, or agents shall be properly trained to nicer or exceed any specified licensing, training and/or certification applicable to their profession. Upon request, Contractor shall furnish prof thereof. 5 Contm t OP 202I-10 12. SCHEDULUqG Alen WORK PLANNING; PROGRESS REPORTING (a) Pre-work Conference. Within tern (10) days after execution of this Agreement, Contractor shall schedule a pre-work conference with the City's Ptoject Manager to discuss scheduling and ether matters. Contractor shall provide a work plan for the City's approval not fewer than five (5) days prior to the pre-work conference. 'lire City shall have ten (10) days to review the work plan. Not less than five (5) days prior to the pre-work conference, Contractor shall provide the City a list of each subcontract exceeding ten percent (10°e) of the Total Compensation_ The list shall include: (1) name, address, contract, phone number and email address of subcontractor, (2) description of subcontract work, and (3)estimated value of work. (b) Progress Reports. Contractor shall provide to the City the project schedule and update/status reports as provided in the Scope of Work. Reports will provide detail on process of the Work and outline any potential issues affecting completion or the overall schedule. Reports may be submitted in any form agreed to by City's Project Manager and Contractor,and may include mails,memos,and l enters. (c) Daily Reporting. The City may require Contractor to provide a daily report regarding the progress of the Work.The need for a daily report shall be determined at the pre-work conference_If required, a form shall be completed for each day any Work is performed until the project is accepted by the City. Completed forms shall be submitted to the City's Project Manager or other authorized representative by 9.00 a.m. of the following day. (d) Progrm Meetings. The City may elect to conduct on-site progress meetings with Contractor on a frequency to be determined by the City. In such event,Contractor shall make available its Project Manager and/or superintendent and other appropriate personnel to discuss matters pertinent to the Work. (e) Failure to Meet Schedule.Ifprogress of the Work falls five percent(59/9)or more behind schedule, except as a result of City-approved delays,Contractor shall take al l necessary steps to augur eplt the work effort to get the project back on schedule. Should the, progress of the Work fall ten percent (10%) or more behind schedule,the City may advise Contractor through a "cure" notice that this Agreement is subject to germination for cause if the failure is not cured within the time frame specified in said notice. 13. FORCE MAJE E; DELAYS (a) Forte '_1 jeure. Contractor shall not be liable for failure to cagy out the terms of this Agreement to the extent such failure is due to a Force Majeure event,except for failures that Could have been reasonably foreseen and guarded against so as to avc)id or reduce the adverse impact thereof_ A Force Majeure event is bemby defined as the failure to carry out any of the terms of this Agreement due to any one of the fol lowing circumstances beyond the control of Contractor; (a) the operation and effect of rules, regulations, or orders promulgated by any commission, county, municipality, or govemmental ageney of the State of Florida or the United Mates, (b) a restraining order, injunction, or similar deeme of any court of competent jurisdiction, (c) war, (d) flood, (e) earthquake,(f)fire,(g) severe wind storm,(h)acts of public disturbance,(i)quarantine restrictions, ) epidemics, (k) strikes, (1) freight embargoes, or (m) sabotage. The times specified herein for performances include delays that can ordinarily be anticipated due to adverse weather conditions. The City is not obligated to grant an extension of time due to adverse weather renditions unless such conditions rise to the level of Force Majeure. 6 ContractVW2021-10 (b) Delay.Contractor shall not be conrpcttsated for delays caused by Contractor's inefficiency, rework made necessary by Contractor's error, failure to perform the Work as scheduled, or any other corrective or productivity measures made accessary by errors, omissions, or failures to properly perform the Work. Neither shall the Contractor be compensated for delays caused by events by force majcure as described in sub-para (a) above. Within ten (10) days after the onset of a delay, Contractor shall notify the City in writing of the delay, which shall provide. (1) a detailed description the delay and its probable duration,(2) the specifjed portion of the Work affected, and (3)an opinion as to the cause of the delay and liability(if any)for the del ay-Notices provided more than ten (10) days after the inception of the delay shall only be effective as to additional delay incurred during the tm (1 Q) day period preceding receipt of such notice. Ire the case of continuing cause delay for the same cause, only one notice of delay is necessary_ Failure to provide this notice waives any claim for extension of time resulting from such delay, If the delay is due to the failure of another City contractor to complete its work in a timely manner, changes ordered in the Work, a Force Majeum event, or any other cause which the City, in its sole judgment and discretion,determines to justify the delay,then the Completion Late may be extended as necessary to compensate for the delay.A I time extensions shall he in the form of a written amendment signed by both parties_ 14. MODlEFICA"ON OF SPFCfFICATIO ; CHANGE ORDERS; EMERGUNCY CHANGES IN WORK (a) Modification of SpecificatiGns. No oral agreement or conversation with any officer, agent, ur employee of the City after execution of this Agreement shall affect or modify any of its terms.No one is authorized to change any provision of the specifications without written authorisation of the City_The presence or absence of a City inspector sha I not relieve Contractor from any requ irements of this Agreement. (b) Change Orders (i) The City may alter, add to, or deduct from the Work by executing a Change Order without liability to Contractor, except for the reasonable cost of ally additional Work. All such Work within Contractor's capacity to perfonn shall be performed pursuant to the Change Order.Any associated claim for extension of time will be adjusted when the Change Order is issued. The parties shall negotiate the cost of the Change Ordet on an equitable basis, which may he determined in one or more of the following ways: (1)estimate and acceptance of a lwnp sum, (2)unit prices named in the contract or subsequently agreed upon, (3)costs and percentage or by (4) cost and a fixed fee_ if the parries cannot agree upon cost, Contractor shall implement the Change Order and steal I mai ntain and present in such form as the City Project Manager may direct the correct amount of the net cost of labor and materials, together with vouchers, The Project Manager will certify the amount due Contractor, including reasonable allowances for overhead and profit. Pending a final determination of value, payments will be based upon the City Project Manager's certification. Final resolution of the amount due to Contractor shall be pursuant to the dispute resolution procedure. (ii) For any Change Order requests submitted by Contractor, the City may determine that City instructions to correct deficient Work,to stop the Work due to deficiencies in the Work,or any other matters that impose additional costs upon Contractor, do not warrant an increase in the Total Compensation or extension of the Completion Date. If Contractor disputes this detemiination, final resolution shal l be,pursuant to the dispute resolution procedure, 7 Contract 4PWZU2I-10 (c) Emergency Changes in Wor1L In the event an emergency endangering life or property requires immediate action,the City may give Contractor an oral instruction to proceed with an emergency change in the Work, which will be confirmed in writing within five (5) days. Within 1'itfeen(15) days after commencement of the emergency change in the Work, Contractor shall provide the City with a written estimate of any increased costs or delays as a result thereof. Failure to so notify the City constitutes a waiver of any right to an extension of time or increase in compensation. Within fifteen (1 )days after receipt of Contractor's estimate.the parties shall negotiate a Change Order. If unable to reach agreement, disputed issues shall be resolved pursuant to the dispute resolution procedure. In no event shall Contractor decline to perform the emergency change in the Work. 15. TERMINATION AND SUSPE]tiSIO (a) C,ity Termination for Cause.The Agr=ment may be term inated by the City for cause in the event of any breach hereof, including, but not limited to, ContractoCs. (]) failing to carry forward and complete the Work as prodded herein; (2) failing to coinply with applicable laws, regulations, permits, or ordinances; (3) failing to timely correct defective Work; (4) making a genera] assignment for the benefit of its creditors; (5) having a receiver appointed because of insolvency; (6) filing bankruptcy or having a petition for involuntary bankruptcy filed against it;(7) failing to make payments when due to subcontractors, vendors, or others for materials or labor used in the Work; (9) making a material misrepresentation to the City regarding the Work, or (9) any other material breach of this Agreement. In such event, the City shall provide Contractor with written notice of its intention to terminate this Agreement, stating the nature of the deficiency and the effective date of termination. At the ity's sole judgment and discretion, the City may afford Contractor an opportunity to cure said deficiency, in which event the notice shall specify the time allowed. Upon termination, the City may take possession of the premises and of all materials thereon and finish the Work by whatever means it deems expedient. hi such event Contractor shall not receive any further payment until the Work is completed by the City. Contractor shall be liable for a]L costs involved in completing the Work, including additional managerial and administrative services,which shall be offset against any amount due to Contractor. (b) City Termination for Convenience.Notwithstanding any other provision hereof,the City, may at any time terminate this,agreement or any Work issued under it, in whole or in part, without cause. upon thirty (30)days written notice to Contractor_ In such event, Contractor shall be compensated for any Work performed prior to the date of termination and for materials that were ordered prior to receipt of notice of termination that cannot be returned to the vendor,which shall become City property.Upon receipt of notice,Contractor shal I discontinue the Work on the date and to the extent specified therein and shall place no further orders for materials, equipment, services, or facilities, except as needed to continue any portion of the Work not terminated_ Contactor shall also make every reasonable effort to cancel, upon terms satisfactory to the City, all orders or subcontracts related to the terminated Work.. Contractor may not claim any compensation not specifically provided for herein, including, but not limited to: lass of anticipated profits, idle equipment, labor, and facilities;any additional claims of subcontractors and vendors- (c) City Suspension for Cause. The City may issue a written partial or full Stop Work Notice in the event Contractor fails to comply with or is negligent in performing any provision hereof_ All performance shall immediately cease as per such notice and no further billable costs shall be incurred. The City may terminate this Agreement if Contractor fails or refuses to comply with a Stop Work Notice. 8 carrtractop 202i-a0 (d) City Suspension for Convenienm The City may direst Contractor to stop Work, in whole or in part, whenever, in the City's sole judgment and discretion, such stoppage is necessary to ensure proper completion of the Work. avoid injury to third persons, or otherwise meet the City's objectives, The City shall provide Contractor not fewer than five(5) days written notice. except in emergency circumstances. Contractor shall immediaiely comply with such notice. Should such stoppage increase Contractor's cost, an equitable adjustment will be made by Change Order, The notice shall be effective until rescinded in writing, unless the, period of suspension is stated in the notice. (e) Contractor's Right to Stop Work or Terminatc Agreement (i) Stop Work. Contractor may stop work only under the following circumstances: I.)the Work is ordered temporarily discontinued by a court or other public authority; (2) it is necessary to stop work in order 10 protect the safety of Contractor or third persons;or(3)the City fails to pay Contractor when due any undisputed and adequately documented sum certified for payment by the City Project Manager. In such event, Contractor shall provide the City not #'ewer than seven (7) clays prior written notice of its intention to stop work, except in emergency circumstances or whcn necessary to prevent injury to persons or property. (h) Termination. Contractor may terminate this Agreement under only the following circumstances- (1) the Work is ordered discontinued by a court or other public authority, through no act ur fault of Contractor,for a period of not fewer than three months;(2)the City fails to pay Contractor whcn due any undisputed and adequately documented sum certified for payment by the City Project Manager. In such event, Contraclor shall provide riot fewer than Twenty ( 0) days written notice of its intention to terminate and afford the City the opportunity to cure said deficiency within said time period. (iii) Duty to Perform, Except as expressly provided above, in the event of any event, dispute, or other mailer arising under this Agreement, Contractor shall full} perform the Work in accordance with the City's written instructions and may claim additional compensation as a Change Order, subject to the dispute resolution procedure. 16. NO ASSIGNMENT. The Contractor may not assign this Contract without the advance written approvai of the City. For the purposes of this paragraph, assigwnent shall be interpreted to include any transfer of more than fifty (50%) percent of the ownership interests of the Con- tractor whether or not the Contractor is a sole proprietorship, partnership, corporation, lim- ited liability company, limited partnership or any other business, organization or entity. 17. COMPLUNCE WITH PIJBLJC RECORDS ACT IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OE CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS D RE A IN - TO THIS CONTRACT, CONTACT E CUSTODIAN OF PUBLIC RECORDS AT: Telephone, (904) 825-1007 Email: recordsreguest cJVstay co Mailing Address; City of St. Augustine Darlene Calambos, City Clerk Public Records Custodian 9 Comract gPW2021-10 13.0. Box 210 St. Augustine,Florida 32095-02 J 0 Pursuant to Chapter l 19, Florida Statutes, the Contractor shall comply with the provisions of the Florida Public Records Act,specifically to: I- Keep and maintain public records required by the City to perform the W<xk- 2- Upon request from the City's custodian of public records,provide the City 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,Florida Statertes,or as otherwise provided by law- 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 the City- 4. Upon completion of the contiract�transfer,at no cost,to the City all public records in possession of the Contractor or keep and maintain public rwords required by the City to perform the service. If the Con- tractor transfers all public records to the City upon completion of the contracts 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 rnaintaans public records upon completion of the contract,the Contractor shall meet all applicable rerluimments for retaining public records.All records stored electronically must be provided to the City, upon request from theCity's custodian of public, records, in a format that is compatible with the information technology systems of the City. 5, A request to inspect or copy public records relating to the City's contract for services must be made directly to the City.If the City does not possess the requested records,the City shall immediately notify the Contractor of the request, and the Contractor must provide the records to the City or allow the records to be inspected or copied within a reasonable time. 6, If the Contractor does not comply with the City's public records request for records, the City shall consider such noncompliance a material default of the terms of the oontract and shall seek such reme- dies for such default as provided in the contract or at law. 7. A contractor who fai is to provide the public records to the City within a reasonable time may be subject to penalties under F.S. 119.10. 18. NO WAWER OF SOVEREIGN Il4II UNTrY.Nothing in this agt`eeme:nt shall he construed as a waiver of sovereign immunity beyond that provided in Section 768.28, F.S., nor shall any- thing in this Agreem nt be construed as increasing the Iimits of the sovereign immunity of the City as provided in Stc ion 768.29, F.S. 19. ASSIGNII+I[EI+TT AND SL-BCONTRA I` (a) Contractor shall not sublet,assign,or transfer any Work involving more than l i fteen percent(l 51A) of the total cast of the Work, or assign any monies due hereunder,without the City's prior written consent.As soon as practicable after signing this Agreement,but not fewer than seven(7)businm days prior to the effective date of any subcontracts, Contractor shall notify the City's Project Manager in writing of the name of any subcontractor that has not been previously disclosed in the procurement process. Within five(5) business days, after the City receipt of said notification, the City &hall indicate its approval or disapproval, which shall not be unreasonably withheld- Failure to timely provide such approval or disapproval shall constitute approval.Neither City approval of a subcontractor nor any other provision of this Agreement creaks a contractual relationship between any subcontractor and the City. Contractor shall be allowed a maximum 10°lc, markup of their subcontractor's work for oversight and management- to Contract#PW2021-10 (b) Contractor is responsible for fulfilling all work elements in any subcontracts and payment of all monies due.Contractor is fully responsible to the City for the acts and omissions of its subcontrao- tors and persons directly or indirectly employed by them, and shall hold the City harmless from any liability or damages resulting from any subcontract to the extent allowed by law. 20. AUDIT; ACCESS TO RECORDS. Until the expiration of three (3) years after expenditure of funds hereunder, the City or its duly authorized representatives shall have access to examine any of Contractor's books and other records involving transactions related to this Agreement.Contractor shall preserve all such records for a period of not fever than three (3) years. Contractor shall refund any paymcnt(s)that are found to not constitute allowable costs based upon audit examination. All required rucords shall be maintained until an audit has been completed and all questions arising from it are resolved. Contractor will provide proper facilities for access to and inspection of all required records. 21. CIVIL RIGNTS. pursuant to Chapter 760, Fla, Slat,, Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, age, handicap,or marital status. 22. COORDINATION WMI THE CITY AMID OTHER CITY CONTRAGMRS (a) The City may let other contracts in connection with the Work. Wherever work done by the City or another City contractor is contiguous to Contractor's Work, the respective rights of the various interests shall be established by the City so as to secure completion of the Work. Contractor shall arrange its Work so as not to interfere with the City or other City contractors and join its Work to that of others in a proper manner, and in accordance with the intent of the Scope of Work. Contractor shall perform its Work in the proper sequence in relation to that of other City contractors, as may be directW by the City. Contractor shall afford other City contractors reasonable opportunity for introduction and storage of their materials and execution of their work and shall properly conduct and coordinate its Work with theirs. Contractor shall take into account all contingent work to be done by others and shall not plead it's want of knowledge of such contingent work as a basis for delay or non-performance. Contractor shall be liable for any damage it causes to the work performed by other City contractors. (b) If any part of the Work depends for proper execution or results upon the work of other City con- tractors, Contractor shall inspect and promptly report any defects in the other contractor's work that render it unsuitable for Contractor's Work. Failure to so inspect and report shall constitute an acceplauce of the other contractor's work as lit and proper fur the reception of its Work, except a<s to defects which m$y develop in the other contractor's work after execution of the Work. 3. CORRELATION AND 11 TENT OF DOty ENTS; QUESTIONS OR ISSUES REGARDING PERFORMANCE OF ME WORK (a) This Agreement and all attachments are oomplementary. What is called for by one is as binding as if called for by all, The intent is to include all labor and materials, equipment, transportation, and incidentals necessary for the proper and complete execution of the Work. Materials or work described in words, which so applied have a well-known technical or trade meaning, shall be held to refer to such recognized standards, (b) it is the City's intention to fully assist Contractor in the successful performance of the Work and to respond in a timely manner to questions or issues that arise.Contractor should discuss any questions 11 contw OPW2021-10 or issues wish the City's Project Manager and communicate such questions or issues in writing when required by this Agreement. The City shall respond through its Project Manager. 24. DISPUTE RESOLUTION. (a) During the enurre of work, Jn the event any dispute arises during the course of the Work, Con- tractor shall fully perform the Work in accordance with the City's written instructions and may claim additional compensation. Contractor is under a duty to seek clarification and resolution of any issue, discrepancy, or dispute by submitting a formal request for additional compensation, schedule adjustment, or other dispute mesolution to the City's Project Manager Do later than fifteen (15) calendar days after the precipitating event. if not resolved by the Project Manager within live (5) business days,the Project Manager shall forward the request to the Office of the City Manager, which shall issue a written decision within fifteen.(15)calendar days of receipt. This determination shall constitute final action of the City and shall then be subject to judicial review upon completion of the Work. Contractor shall proceed "ith the Work in accordance with said determination. This scull not waive Contractor's position regarding the matter in dispute. (b) Invoices, In the event the City rejects an invoice as improper,and the Contractor declines to modify the invoice, the Contractor must notify the City in writing within ten (1 U)calendar days of receipt of notice of rej ecti on that the Contractor wi I I not mod i fy the invoice and state the reason(s)therefor. Within.five(5)business days of receipt of such notice, if not informally resolved through discussion with the City Project Manager, the Project Manager small forward the disputed invoice and the Contractor's written response to the Office of the City Manager. The matter shall then proceed as described in subsection (a), above. 25. DIVERSITY REPORTLNC, The City is committed to the opportunity for diversity in its procurement activities, and encourages its prime vendors (contractors and suppliers) to make a good faith effort to ensure that women and minority-owned business enterprises(WIMBE)are given the opportunity for t73aximurn participation as sub contractors_ The City will assist Contractor by sharing information on W/MBEs. Contractor shall provide with each invoice a report describing the company names for all IMBEs,the type of minority,and the amount spent with each at all levels. The report will also denote if there were no WIMBE expenditures. 26. DUTY TO INSPECT AND REPORT DEFICIENCIES IN PLANS AND SPECIFICATIONS (a) For any Work that is depen dent upon conditions at the worksite,Contractor's acceptance of contract award represents and warrants that Contractor has inspected and satisfied itself concerning the nature and location of the Work and general and local conditions, including,without limitation. (1) oond itions affecting transportation,disposal,handling,and storage of m aterials;(2.)availability and quality of labor; (3) availability and condition of roads; (4) climatic conditions and seasons; (5) hydrology of the terrain; (6) topography aad ground surface conditions; (7) nature and quantity of surface materials to be encountered; (8)equipment and facilities need preliminary to and during the Wort{;and(9)all other matters that can affect the Work and the cost thereof.Contractor's failure to acquaint itself with such conditions will not relieve it from its responsibility for properly estimating the time required or cost of performing the Work. Where the City has investigated subsurface conditions. this data may be provided to Contractor or is available upon request. Contractor must either seek clarification concerning the data or assume the responsibility for its interpretation. (b) If Contractor discovers hidden or subsurface conditions that differ materially from arose normally expecicd or indicated in the technical specifications,Contractor shall immediately,and before such 12 Contract ftPW2021-10 conditions are disturbed, notify the City in writing of. (1) subsurface or latent physical conditions differing materially from those indicated in the technical specifications, or (2.) unknown physical conditions of an unusual nature differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for herein. The City shall promptly investigate the conditions and determine whether they materially differ so as to cause an increase or decrease in Contractor's cost. Where the differing site conditions materially impact Contractor's cost,an equitable adjustment shall be made and the Agreement modified accordingly No claim will be allowed if Contractor fails to provide the required notice. (c) If Contractor in the courac of the Work finds any defect in the plans and specifications, including, but not limited to, any discrepancy between the drawings and the physical conditions at the worksite,or any errors or omissions i n the drawings or in th a layout,as given by poi nts and i nstruo- tions, it shall immediately inform the City in writing,which shall be promptly verified by the City. Any Work done after such discovery, until authorized, wilt be done at Contractor's risk as to cost overruns and modifications accessary to correct deficiencies in the Work. To ensure the proper execution of its subsequent Work, Contractor shall measure Mork already in platy or completed and sha I I imm cdiately report any d i screpancy between the executed Work and the drawl ngs or other specifications, 27. EMPLOYMENT ELIGIBILITY. Contractor must comply with f:s.448.D95 and use the united slates department of homeland security's e-verify system (Ile,-verify")to verify the employment eligibility of all persons hood by contractor during the term of this agreement to work in Tlorida. Additionally, if contractor uses subcontractors to perform any portion of the work (under this agreement), contractor must include a requirement in the subcontractor's contract that the subcontractor use e-verify to verify the employment eligibility of all persons hired by subcontractor to perform any such portion of the work. Contractor must include a requirement in the subcontractor's contract that the subcontractor use e-verify to verify the employment eligibility of all persons hired by subcontractor to perform any such portion of the work.Answers to questions regarding verify as well as instructions on enrollment may be found at the e-verify website: WWW.USCI .G0VfF VERIFY. 28. GOVERNING LAW,VENUE.,AT" -OR EV'S FEES,WAIVER OF RIGHT TO JURY TRIAL. This Agmement shall be construed according to the laws of Florida and shall not be construed more strictly against one party than against the other because it may have been draflod by one of the parties, As used herein, "shall" is always mandatory. in the event of any legal proceedings arising from or related to this Agreement: (1) venue for any state legal proceedings shall be in a court of competent jurisdiction located in St, Johns County; (2) venue for any federal legal proceeding shall be in the federal court for the Middle District of Florida, Jacksonville Division; (3)each party shall bear its own attorney's fees, including appeals; (4) for civil proceedings, the parties hereby consent to trial by the court and waive the right to jury trial. 29. INTERE T IN THE BUSINESS OF CONTRACTOR;NON-LOBBYIN .Contractor certifi=that no officer, agent, or employee of the City has any material interest, as defined in Chapter 112, F.S., either directly or indirectly, in the business of Contractor to be conducted under this Agreement, and that no such person shall have any such interest at any time during the term ofthis Agreement. Pursuant to Section 216.347,I✓.5., monies received from the City pursuant to this Agreement shall not be used to lobby the Florida Legislature or any other stage agency. 34. INDEPENDENT CONTRACT OIL Contractor is an independent contractor, Neither Contractor nor Contractor's employees are employees or agents of the City.Contractor controls and directs the means and methods by which the Work is accomplished. Contractor is solely responsible for compliance with all labor, wage and hour and tax laws pertaining to i# its officers, agents, and employees, and shall indemnify and hold the City harmless from any failure to comply with such laws. Contractor's duties 1j Contract OW2021-10 include, but not be limited to: (1)providing Workers'Compensation coverageforemployees"required by law; (2)hiring employees or subcontrac#ors necessary to perform the Work; (3) providing any and all employment benefits, including, but not limited to, annual leave, sick [cave, paid holidays, health insurance, retirement benefits,and disability insurance; (4)payment of all federal, state and local taxes, income or employment taxes,and, if Contractor is not a corporation,self-employment(Social Security) taxes; (5) compliance with the Fair Labor Standards Act, 29 U.S.C. §§ 201, et seq., including payment of overtime as requimd by said Act; and ( ) providing employee training, office or other facilities, equipment and materials for all functions necessary to perform the Work. In the event the City provides training, equipment, materials, or facilities to meet specific City needs or otherwise facilitate performance of the Work, this shall not affect Contractor's duties hereunder or alter Contractors status as an independent contractor. ` liis paragraph does not create an affirmative obligation to provide any employee benefits not required by law. 31. PUBLIC ENTITY CRIME. A person or affiliate who has been placed on the convicted vendor list following a convic#ion for a public entity crime may not submit a bid, proposal,or reply on a contract to provide any goods or services to a public entity;may not submit a bid, proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on [eases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor,or consultant under a contract with any public entity;and may not transact business with any public entity in excess of the threshold amount provided in s. 87.017 F.S., for CATEGORY TWO ( 35,000) for a period of 36 months fallowing the date of being placed on the convicted vendor list. 32, RELEASE OF INFORMATION. Contractor shall not publish or release any information reiated to performance of this Agreement, or prepare, publish, or release any mews or press release in any way related to this Agreement, without prior City review and written consent. 33. REMEDIES FOR NON-PERFORMd N E (a) City Remedies.The remedies enumerated herein are non-exclusive.In addition to the remedies set forth below, the City may avail itself of any statutory and/or common Iaw remedies not set forth herein. In the event of a breach, the City may terminate this Agreement for cause. Alternatively, the City may allow Contractor to correct the deficiency, or may take such action as is necessary to correct such deficiency through City action or that of a third party. Delay or failure by the City to enforce any right or remedy hereunder shall not impair, or be deemed a waiver of, any such right or remedy, or impair the City's rights or remedies for any subsequent breach of this Agreement. (b) Contractor Correction of Deficiencies. The City shall provide Contractor with written notice of deficiency.At the City's sole judgment and discretion,the City may afford an opportunity to correct said deficiency, in which event the notice shall specify the time allowed to cure. If Contractor disputes that a failure of performance has occurred, Contractor shall, nevertheless, perform the corrective action and may submit a request for a Change Order subject to the dispute resolution procedure, Unless authorized through a Change Order,the Completion hate shall not be extended in order to correct deficiencies. Contractor shall bear the cost of correcting all work of other contractors that is destroyed, damaged, or otherwise negatively impacted by its corrective action. Failure to take timely corrective action may result in termination for cause or the City pursuing alternative remedies, as provided herein. (c) Alternative Remedies to Correct Deficiency.If the City determines that it is not in its best interest for Contractor to correct incomplete or damaged Mork caused by Contractor's failure of performance, the City may pursue any or all of the following remedies, in whole or in part: (1) 14 can"ai#DPW2021-10 accept the Work as is and deduct the reasonable value of the deficient Work from the Total Compensation; (2) complete the Work through the utilization of City employees and deducl the cost thereof from the Total Compensation; (3) contract with a third party to complete the deficient Work and deduct the cost thereof from the Total Compensation. (d) City Technical Assistance, The City may elect to provide technical assistance to Contractor in order to complete satisfactory performance of the Work. If the City is performing a function that Contractor is required to perform, the City may deduct the cost of providing such technical assis- tance from the Total Compensation. Prior to providing any such technical assistance,the,City shall notify Contractor that it considers such assistance to be above and beyond its duties under this Agreement and that it intends to deduct the cost of providing such assistance from the Total Com- pensation. Contractor shall not be entitled to reject technical assistance when the City determines that such assistance is necessary to complete the Work. 34. R YALT1ES AND PATENTS.Contractor certifies that, to the best of its information and belief, the Work does not infringe on any patent rights. Unless provided otherwise herein, Contractor shall; (1) pay all royalties, patent, and license fees necessary for the Work; (2) defend al] suits or claims for infringement of any patent rights, and(3) save and hold the City harmless from loss on accountthereof; provided, however, that the City shall be responsible for any such losRes when the utilization of a particular process or product of particular manufacturer is specified by the City. If Contractor obtains information that the process or article so specified is a patent infringement. it shall be responsible for such loss unless it }promptly so notifies the City. 35. SAFETY. For any Work that is to be performed on premises that are owned or controlled by the City (the Premises), Contractor has the sole and exclusive duty for the safety of the premises. Contractor shall provide and maintain sufficient protection for the safety of its employees and other persons who may utilize the Premises, and prevent damage to City property, materials, and equipment. Contractor shall at all times enforce strict discipline and goad order among its employees and shall not employ any unfit person or anyone not skilled in the wprk assigned. Neither Contractor nor its subcontractors shall allow or cause to be allowed any hunting or any weaparts, animals, alcohol, or drugs, On. or from the Premises or adjacent property. Contractor employees shall not park their vehicles or store equipment or materials adjacent to roads where it may be a hazard to traffic. A clear distance of at least 30 feet from the edge of the pavement or right-of-way shall be kept fr= of any obstacles unless otherwise authorized by the City. Contractor shall ensure that only authorized personnel are allowed on the orksite and shall post notices warning both employees and the public of al safety hazards created by Contractor. 36. SURVEYS; PRIrSFRYATION OF MONUMENTS9 POINTS AND INSTRUCTIONS (a) Surveys. When necessary to performance of the fork, unless otherwise provided in the Scope of Work,the City will furnish hori7antal and vertical control necessary to lay out the Work,including horizontal reference point(s)and a vertical control benchmark within 200 feet of the site. True City will set the horizontal reference point(s) and vertical control only at the beginning of the job. Contractor is responsible for interim staking during the job and all staking and layout work not otherwise furnished by the City. Contractor shall furnish all construction layout of the Work, including layout, centerline, and grade stakes for access roadways. Contractor shall furnish all personnel, equipment, and materials to make such surveys as are necessary to determine the quantity of Work performed. Field notes and computations for estimates shall be verified by the C:ity's Project Manager as to the quantities estimated. is conlmcl RM 21-10 (b) Preservation of Monuments. Contractor shall maintain and preserve all new and existing benchmarks, monuments, markers, reference points, and stakes established by others and/or the City.Should any of the aforesaid be destroyed or damaged by Contractor,the same shall he repiaGc&d by Contractor's licensed land surveyor at no cost to the City. Contractor shall be responsible for the cost of any deficiencies in the Work caused by such loss or disturbance. (e) Points and Instructions. Contractor shall provide reasonable and necessary opportunities and facilities for setting points and making measurements. Contractor shall not proceed until it has made a timely request to the City for, and has received, such points and instructions as may be necessary as the Work progresses. The Work shall be done in strict conformity with such points and instructions. 37. USE OF COMPLETED PORTION$ OF THE WORK. The City shall have the right to take possession of and use any completed or partially completed portions of the Work,notwithstanding the fact that the time for completing the entire Work or such portions may not have expired. Such taking of possession and use will not be deemed an acceptance of any Work not completed. If such possession and use increases the cost of or delays tht Work, Contractor shall be entitled to a Change Order for extra compensation,or extension of time, as necessary,to offset the effect of such prior possession and use, 38. V4'ARRAN-rY (a) Contractor warrants that the Work,workmanship and material frimished by Contractor shall he new and of specified duality, shall conform to the requirements of this Agreement, shall be free from defects, and shall be free from any security interest, lien, or other encumbrances, This warranty shall remain in effect for a period of twelve (12) months after completion of the Work, unless Otherwise specified herein, Any defective Work, workmanship, or material corrected during the warranty period shall be similarly warranted for twelve (1 )months fallowing its correction or for such other period as specified herein. The express warranty set forth herein shall not be exclusive and shall not act ss a limitation upon any statutory or other warranty of any kind,express or imps i ed, including any implied warranty ofinemhantability or fitness for a particular purpose. (b) In the event of breach of this warranty, Contractor shall take the necessary actions to correct the breach in the most expedient manner as dictated by then-existing circumstances. All casts incidental to the repair, replacement, redesign, and testing incurred as a result thereof, including the removal,replacement,and reinstallation of equipment in place when the Work was started,shall be Contractor's responsibility, Upon written notification ofa breach,Contractor shall promptly send the necessary personnel to the project site to assume responsibility for corrective action. Time is of the essence. Contractor shall be afforded n essary and reasonable access to perform warranty work. If Contractor fails to promptly correct the breach,the City may take corrective action without waiving any other rights or remedies it may have, and Contractor shall reimburse the City for all expen es reasonably incurred in perform ing such corrective action, 39. WORK ORDERS (a) The City reserves the right to award Work[orders based on the ability to perform in a timely man- ner, availability of required equipment, cast of required equipment, past performance an similar work, availability of qualified staff', and other factors deemed critical to the performance of each Work Order. The City may, at its sale discretion, request a "not to exceed" cost for any Work Order as a method of determining award. The City makes no guarantees of any amount of work to be awarded under the Agreement. The City reserves the right to directly purchase and provide to Contractor all or part of the equipment yr materials to be incorporated in the Work. 16 trau f W2021-io (b) Contractor shall not proceed with any Work prior to the receipt of a written Work Order and shall commence the Work under each Work Order within fourteen (14)days of receipt, unless an alter- nate date is stated in the Work Order.All Work shall be done to the satisfaction of the City's Project Manager or Work Order Manager and subject to the other terms of this Agreement. The Oonitraetor must agree to the terms of the Work Order. Commencement of Work pursuant to a Work Order constitutes acceptance of al.] of the terms and condit for s of the Work Order.A representative,, Work Order is attached as Exhibit C. (c) 'type of Work Order. When services arc needed, the City and Contractor shall agree upon the type of Work Order and the specifics of the Work Order. (i) Generally, a time and materials Work Order involves projects where field conditions, en- vironmental or cultural resource preservation issues, subsurface and other physical condi- tions,or other aspects of the Work cannot be accurately definW.This often results in work being modified in the field by the City. Identification of the Work involved is typically concept level drawings with minimal details. The Work Order will describe the general nature of the Work, including specific deliverables,if applicable, along with the total num- ber of hours, days, or weeks estimated for each task; the materials to be incorporated into the work, and the total authorized expenditure amount. If deliverables are specified and materials, equipment, or sub-contractors are necessary to complete the 'Work, the Work Order shall speeify the estimated costs thereof. The City must approve the hiring of sub- contractors in order to ensure they are qualified to perform the Work and have: been com- petitively procured. The Contractor is compensated for equipment and labor based upon the unit costs of this Agreement, and "Other Dimct Casts" as defined in sub-paragraph (d)(iv),below_ Invoices must be documented as to the number of hours worked and equip- ment and materials used sufficient for City audit in accordance with the unit costs of this Agreement and the Work Order. The City reserves the right to determine the means and methods of performing the Work and supplying materials. (ii) A fixed-price Work Order is issued when the extent and cost of the Work is agreed upon. It wall describe with specificity the location, quantity, work limits, timeframes, dc]ivera- bles, progress payments (if any), total cost, and any other matters pertaining to the Work. The fixed price includes all applicable permits, bonds, labor, equipment, supplies, project support, overhead and materials necessary to complete the Work. It is used when the scope of work can be clearly determined, such as when detailed design drawings and/or specifi- cations and supporting documents are available and site conditions are known. It may in- clude a detailed schedule of values, construction schedule, and any other necessary documents. (W) A time and materials with not-too-exceed amount Work Order is utilized when it not-to- exceed cast is agreed upon fora time and materials Work Order. All of the terms of time and materials Work Order apply, subject to the not-to-exceed amount. In addition, the deliverables must be described with the specificity of fixed price Work Order, (d) Additional Frovisions Applicable to Time and Materials and Time and Materials with Not- to-Exceed Work Order's. (i) Additional equipment and services. 17 Conixact LvPw2021-10 a. The City may issue a Work Order requiring the use ofaddit ion a►I or specialized equipment not identified in the unit costs of the Agreement. The cost of such equipment may be iden- tified separately and included in the specific Work Order to which it applies.or the Agree- ment may be amended through a Change Order with an amended cost schedule that includes such equipment- If deliverables ate specified and sub-comractors are necessary to complete the Work, the Work Order shall specify the corns of the materials, equipment, and sub-contractors. b. Auer a Work Order is issued, the City may require the use of material, equipment and/or subcontracted services not included in the original Work Order. A Change Order will be issued if the cost exceeds the"not to exceed"amount of the Work Order,or ifthe additional o*st exceeds $100,000, e. If due to an emergency,the City determines that material,equipment and/or suboonnractcd services that were not included in the original Work Order are required,the City may au- thorize procurement thereof in a manner that most efficiently and effectively minimizes public risk and economic loss. (ii) Equipmentsubstitution. No provision hereof proh ibits substitution of rented or leased equip- ment for unit cost equipment under the Agreement, or addition of rented or leased equipment not included in the Work Order or cost estimates, provided any such substitution or addition complies with the competitive procurement provisions of this paragraph and has been approved in advance in wrining by the City. Should the Work require the use of individual equipment for longer than 30 days or 30 hours per week, the City may compare equipment weekly or monthly rental rates on the open market with the rates in the Cost Schedule and require Con- tractor to tent the equipment on the open market if the cost is lower than the Cost Schedule. The City will reimburse Contractor this rental cost (with allowable percentage markup in the Cost Schedule) plus the hourly rate for operator with fuel and operation and maintenance. (iii)Other Direct Costs, a. Subject to prior written City approval, the City will reimburse Contractor for materials purchased by Contractor and incorporaled into the Work, non-contract equipment, leasesfrcntals, subconlract work, bonds,and permits obtained by Contractor, includ ing ap- plicable sales tax("Other Direct Costs"),plus the allowable percentage markup in the Cost Schedule, provided Contractor adheres to the following the competitive procedures: • Cost is 2.500,0 - 1 M00 — three documented quotes— oral, written, or on line-, or a written explanation to City purchasing Manager and approval from the City's Purchas- ing Manager for not receiving thm quotes. • C.04 is greater than 5,000 — at least three written quotes, reviewed and approved by City procurement staff, or a written, explanation to and approval from the City's Pur- chasing Manager for not receiving three quotes. • Documentation of solicitations where cost exceeds $2,500 shall be subrahled with the Contractor's cost estimate. if a cost exceeds 15,000, documentation shall include a complete bidders list and the request for quotes that was sent to each prospective bidder. b. Temporary facilities and tempDrary use materials required for erosion control and dewater- ing operations may be considered as Other Direct Costs upon approval by the City- 18 C ontTact iqPV,2021-10 c, Only equipment or materials that are incorporated into the Work and contracted services directly related to the Work qualify for compensation as Other I]irect Costs.Compensation shall not be provided for any other costs associated with the Work not identified on the Cost Schedule or Work Order. (iv) The City reserves the right to reject any propos+cd subcontractors. (e) Invoicing. I addition to the general provisions in PAYMENT OF INVOICES, supporting doc- unientation shall include. (i) Time and Material Work Order's: (hourly billing for labor and/or equipment and materials). a. Name of employee and/or type of equipment b_ Employee position title/job classification(if applicable) c. Hours worked and/or equipment utilized on a daily basis, as documented by Contractor's Daily Record of Hours, signed by Contractor and City staff(attached hereto as revised b the City from time to time). d. The approved charge rage for each classification of Contractor employee and/or equipment included in Cost Schedule,Exhibit C and/or the Work Order authorizing the Work_ In the absence of an individual rate in the Cost Schedule,the Contractor employee's general clas- sifscation rate may he utilized. e. If billed for use of equipment not in the Cost Schedule,documentation of prior authoriza- tion for equipment used, including cost and estimated quantities. f. Documentation of any required competitive procurement for equipment, subcontractors,or materials. g_ Contractor's notarized affidavit shall be provided with the first invoice for those Work Orders not requiring a Payment Bond, stating that payment of Subcontractors and materialmen shall be made pursuant to Section 219.735,F S. L proof of payment of subcontrntors and materialmen for which Contractor has already received payment from the City. Proof may be in the form of(1) a cancelled check, (2) a receipt marked paid by subcontractor or materialman; (3) a waiver of claim executed by the subcontractor or materialman; (4) Contt-ai tor's sworn affidavit that all subcontractors and materiahnen for which payment has been received from the City have been paid by the Contractor; or(5) any other form that has been pm-approved 1n writing by the City. For the final invoice purposes, proof of payment must be submitted not only as to amounts previously paid by the City,but also as to amounts included in the final invoice. i. A copy of the original vendor invoice(s)for Other Direct Costs_ Altered or amended ven- dor invoices shall be rejected. If a vendor's invoice is from a supplier other than the one providing the lowest quote, Contractor shall explain the reason for not using the lowest cost suppl ier. The City reserves the right to reduce the amount reimbursed if a competitive market analysis clearly demonstrates that the invoice exceeds market value. In no event shall Contractor charge the City for any subcontractor's work that exceeds the approved Cost Schedule. j. Diversity Stamment. If W/N1BE subcontractors or suppliers are used, provide company narnes and amount spent with each. if no WIMBE sub-contractors or suppliers are used, so indicate. k. Contractor may provide a detailed invoice with supporting information, or alternatively, may provide a summary invoice,with the information provided from Contractor's payroll or other records as supporting backup material. 19 Connct OPW202I-10 (ii) ]Fixed Price Work Orders; a, Description of the Work that has been completed in accordance with the progresslpayment schedule of the Scope of Work for the Work Order. b, Certification that the Work for which payment is requested has been completed in accord- ance with the Scope of Work for the Work Order,in a format approved by the City Project Manager. c. Proof of payment of subcontractors and materialmen as described above for Type 1 Work Orders. d. Diversity Staterne,. If W/MBE subcontractors or suppliers are used, provide company names and amount spent with eacb. If no flE sub-contractors or suppliers are used, so indicate. iii. Time and Materials with Not-to-Exceed Work Orders' a, Description and certification of completion of the work as described above for Fixed Price Work Orders, b. Hourly billing information for Time and Materials Work Orders, as described above, c. Proof of payment of subcontractors and material men as described above for Time and Ma- terials Work Orders. 40. WORK SCHEDULE, For construction or other services upon City property, no Work shall be accomplished on official holidays or weekends unless approved in advance by the City Project Manager. Unless otherwise approved by the City Project Manager, Contractor's work hours on City property shall not commence before 7-00 a.m. and shall conclude on or before -00 p.m. All requests to change the schedule shall be coordinated with the City a minimum of 24 hours in advance of the change and confvmed in writing. 41, CONTRACT INTERPRETATION, In the event of a conflict between the terms of this Agreement and the General Conditions, the term of the Genera Conditions shall prevail, 4Z. ENTIRE AOREEI4 NT. The terms of this Agreement supersede any and all prior or contem poraneous understandings,agreements and representation s and con 5titute the final and complete understandings of the parties. 0 Conincr#PW2021-10 ADDUIONAL PROVISIONS (In Alphabetical Order) DEFINITIONS ADDENDA: Written or graphic instruments issued prior to the opening of Bids which make additions, deletions,or revisions to the solicitation or contract docurnenis. AGREEMENT: The written contract behveen the City and Contractor covering the Work,which includes alf documents attached to this Agreement or incc>rporaled herein by reference. The wards "contract" and "Agreement"are synonymous in these documents. A ENDKENT: Any written change made to the terns and conditions of the Agrmment. BID. The written offer of Respondent(when submitted on the reproduced approved forms)to perform the Work and furnish the necessary materials in accordance with the provisions of this Agreement, BID BOND: The security famished with a Hid to guarantee that Respondent will enter into a contract and exocute,deliver,and perform all other obligations described in the Invitation for Bids if Contractor n"ivcs a Notice of Intent to Award the contract from the City. CHANGE ORDER: A written agreement of the parties aver the Commencement Date to amend this Agreement so as to modify the Scope of Work or the Total Compensation or provide for an extension of time. C 1NM>4 NCEMENT DATE: The date upon which the Work is authorized to proceed_ COMPLETION DATE: The date by which the Work is required to be completed, OONI'RACTOR: Contractor, its officers, employees, agents,successors. and assigns. ONTRACTOR's PROJECT MANAGER, The individual designatod by the Contractor to be responsible for overall coordination,oversight,and management of the Work for Contractor. C{]N'HL4CTOR's SUPEMTENDENT,Contractor's representative who is present during the progress of the fork and authorized to receive and fulfill instructions from the Contractor's Project Manager or the City. CPM or CRITICAL PATH METHOD- The use of calculated task duration with no regard for probabilities. A path has no float and is the longest path through the project. A critical path encompasses those project activities that are crucial and c=ot be shifted, having calculated task duration. They are the important activities driving 1he project. Float belongs to the City, DAY: Each day shown on the calendar, DELI RABBLES: All Work, that is to be performed pursuant to the Scope of Work, in whole ar in part, including, but not limited 0, all equipment or materials that are incorporated within the Work. CITY: The City of St.Augustine,its Commission,officers,agents,and employees. 21 Cofltraet OPW2021-10 CITY'S PROJECT MANAGER: The City employee designated by the City to be responsible for overall coordination,oversight,and management of the Work for the City. CITY' UPP1t,EMIENTAL INSTRUCTION: Instructions i55ued by the City's Project Manager to make, minor changes in the Work not affecting the `Total Compensation or the Completion Date, and consistent with the purpose of the Work, FINAL RELEASE OF LEENS: The instrument that is to be signed by Contractor and submitted to the City upon completion of the Work showing that all bills from subcontractors have been paid. INSPECTOR: The City's Project Manager or all authorized representative of the City who is assigned io inspect the Work. PERFORMANCE AND PAYMENT BOND: The security furnished by Contractor and surety in either the form provided or in a farm approved by the City as a guarantee that Contractor will perform all of its contractual obligations in accordance with the terms of the Agreement and pay in full all bills and accounts for material, labor, services, and supplies used directly or indirectly in the performing the Work. PERSON: Any individual, partnership, society, association, joint stock company, corporation, estate, receiver,trustee,assignee,referee,or capacity,whether appointed by a evart or others.,and any combination of individuals. PRINCIPAL: When used in a Bid, Performance and Payment Bond,the word "principal"means the same as the word "Contractor," REQUEST FOR BIDS: An advertised solicitation for sealed competitive Bids, with the title, date, and hour of the public opening designated.It includes a detailed description of the goods and/or services sought, the date for submittal of Bids, and all conlractual terms and conditions. RESPONDENT: Any person who submits a Bid in response to a Request for Bids or a proposal in response to a bequest for Proposals. SCOPE OF WORK: The City's written dir bons, requirements and technical specifications for completing the Work. Standards for .specifying materials or testing that are incorporated therein by reference shall have the same force and effect as if fully set forth therein. SUBCONTRACTORS: Those persons having a direct contract with Contractor relating to performance of the Work, including one who furnishes material worked into a special design in accordance with the plans or specifications of the Work, but not including one who merely furnishes material. SURETY: The entity hound by a bond to be liable for Contractor's satisfactory performance of the Work and payment of all debts pertaining thereto. TOTAL BID: The total cost to be paid to Contractor for completion of the Work, TOTAL COMPENSATION-The total funds to be expended pursuant to this Agreement upon Satisfactory completion of tk Work. WORK: All labor, materials, equipment, transportation, supporling documentation, and other products, services,or facilities necessary for complete performance of the Agreement. 2 Contract#PWI021-10 IN WITNESS WHEREOF, the parties hereto have executed,or caused to be executed by their duly authorized officials,this Agreement in duplicate,each of which shall be deemed an original on the day and year first above written. CITY OF ST. AuGus NE, FLORIDA, a municipal corporation ATTEST. k1l 4n By: a a G a I bos, 1 e Printed Na e: 47ohn P. 12egan (SEAL) 4 4*' Title. City Manager �.� . �- Date: ATTEil' s '` M;1LLE1 ELECTRIC COMPANY r Printed Name: i � Title: 1 , ti Date: 14, _ 1 APPROVED AS TO FORM AND LEGALSUFFICIE : I Isabelle C. Lopez, City Attomey Exhibit A: Scope of Work/Technical Specifications Exhibit S: insurance Requirements Exhibit C; Work Order Authorization(sample) Exhibit D. Cost Schedule Attachment#a: Federal Uniform guidance Pmcurern nt Rules Attachment#2: Additional Requirements Attachment 0. Davis-Bacon Wage Decisions 23 conu-ut ivPW2021-10 FXTUZIT A— SCOPE OF WORK AND TECHNICAL ICAL REQUIREMENTS A. Objective, it is the intent of the City of St. Augustine to contract with a qualified Contractor for various in- stallation, maintenance,repairs and upgrades to the City's physical and electronic GenetecTv-based security,video surveillance, access control system and municipal parking systems. The Contractor shall furnish all parts,materials,equipment,labor and supervision as necessary to instal],construct, maintain, calibrate, refurbish and replace any components or security system projects associated with the City's GenetecTm security systems. The Contractor shall also supply technical and pro- gramming services to maintain and optimize various security databases and systems associated with the City's electronic security,video surveillance,access control system and municipal parking systems citywide- EL Scope of Work: I. Repairs / Corrective Maintenance. In the event of equipment failure, the Contractor will provide the supervision, labor, and equipment necessary to return the affected system(s) to normal operation. The Contractor will also provide the accessary replacement materials and parts. The Contractor is expected to respond 24 hours a day, seven days a week, and to be on- site with a trained technician within two (2.) hours after being notified of emergency need or within two (2.) business days for non-emergency needs in accordance with the terms of this Contract. _ Preventive Maintenance.- The Contractor will perform inspections, cleaning, performance checks, and consumable replenishment or replacement, and System calibrations. The Contractor will provide a breakdown of recommended preventive maintenance activities and schedule for the City's approval. 3, Renewal and Replacemenl, If, as a result of either corrective or preventive maintenance, the Contractor discovers deficiencies,and the correction or resolution of such deficiencies requires a level of effort or expenditure beyond the tasks specified and authorized in the Work Order, the Contractor shall submit to the City a proposal for the,additional work necessary. 4. Provision of Material and Pads, The Contractor i s expected to provide the necessary m aterial s and replacement parts for both corrective and preventive maintenance. The City may, at its option, provide parts and consumabies for Contractor installation. 5. Asset-Inventory and Database: The Contractor will create and mairrtain, in a format acceptable to the City, a database of all equipment (including recommended spare parts) covered by this Contract_ Definitions, identifie,tion conventions, and an initial Iist of security system components will be provided to the City; the Contractor will verify all asset data provided to the City and confirm its accuracy. The Contractor is also expected to add to, delete from, or modify any security system asset data provided by the City. All replaced equipment will be entered into the database. The database will remain the property of the City- 6- The Contractor shall assist in design, document review, construct, furnish and install all security control and associated equipment as specified to perform the intended function on an as-required basis_ Work shall include the following: all labor, materials, and equipment to complete the specifications;manufacturing and factory tests;delivery to the site;programming; interfacing with all existing alarm, access control, video, and security systems; calibration; installation; System start-up services; training; and incidentals required to completely furnish and install security equipment at City facilities as designated. 7. The Contractor shall supply technical and programming services as required to troubleshoot and optimize the City's existing alarm, access control, video sunres`Ilance and municipal parking systems. These services shall be charged on an hourly basis per the price schedule. 8. The Contractor shall provide detailed do c;urrtentation and diagrams to the City when installing a new system orsignificantly altering an existing one.The documentation requirements wilI be 24 Contras#AEPW2021-t0 agreed upon with the City per project. 9. Programming services shall include alarm, access control, video surveillance equipment and systems programming, municipal parking systems, software maintenance and data backups. The hourly rates for these services shall include all application and documentation files being supplied to the City on electronic media. All Comtractor supplied programming services and applications turned over to or installed in the CiVs systems shall become property of the City. W. The Contractor shall provide technical support such as cost estimates, recommend actions of repair versus replacement,life expectancy,and maintenance recommendations at no additional costs to the City. I l. The Contractor shall supply technical telephone support services twenty-four(24)hours a day, sever (7) days a week, three hundred sixty-five(365) days a year, as required. At the start of each telephone support session, the Contractor shall assign a "Case Nurnbei" and log the start time and completion lime, 12. The Contractor shall provide Vulnerability Assessments on new and existing facilities per I lomeland Security. These services shall be provided as Security Consultant Services. C. Securii The following security guidelines must be followed as part of this Agreement; I. All posted facility security requirements vw+i11 be maintained at all times. 2_ Failure to comply with any security requirement may result in the worker(s)removal from any City facility. 3_ It is at the CITY'S sole discretion to remove personnel andlor to disallow their entry, at any time, with no cost or penalty to the CITY. 4_ The Contractor's employees must wear easily identifiable company uniforms(i.e. logo shirts). a. NO shorts b. NO sleeveless shirts c, Objectionable 'Tattoo's (determined at the City+'s sole discretion) must be coverod or the person may be denied entry. 5. Ali CONTRACTOR'S personnel will carry a current legal photo Identification card (sucks as a US State issued Driver's License) and a Contractor issued photo Identification card. a. These must be presented immediately upon the request of the City. b. A refusal to show identification will result in denied access, and/or the immediate escort and removal from City property. That action may further result in their clearances being permanently revoked. 6. All personnel affiliated with the Contractor who may be tasked with entering City facilities covered by this contract agreement may be acquired to complete a background investigation. Individuals roust submit their information at the Contract initiation, or at least 48 hours prior to requiring entry. These persons include, but are not /limited to: a. Service Technicians, apprentices and helpers b. Supervisors c. Managers d. Company/Corporate Officers e. Owners f, Volunteers g. Contract Employees h. Subcontractors i. Consultants 7. The depth of these investigations will vary by each facility's level of security access and will be detailed by the City's Project Manager or their designee upon the award of an Agreement. The City commonly uses, but does not limit itselfto the following resources: a, FDLE - (Florida Department of Law Enforccrnent) 25 Cortina NPW2021-10 b. AS - (Judicial Inquiry System) c. F 1 -(Florida Crime Information Center) d. NCIC - (National Crime Information Center) e. FDOH-(Florida Department of Health) f. FDOC-(Florida Department of Corrections) g. JLA - (Jessica Lunsford Act) h. CJI -(Criminal Justice Information Services) i. CJNet-(Criminal Justice Network) j, DAVID- (Driver And Vehicle information Database) S. Any persons found guilty of Felony charge within the last twenty(20)years from the date of the background investigation may be denied access into any City facility, a. Any persons found guilty of lvlisdemeanor charges wi11 not immediately be refused entry. The City will undertake an additional case-by case review and the individual may be ap- proved access depending on the specific charge;quantity and severity of them isdemeanors. b. Any persons who have been arrested, brought to any City or St. Johns County facility, classified and housed anywhere in the City or St. Johns County within the last ten (10) years will be denied. 9. Any Contractor personnel who will have continuous access to any City facility or have the ability to view or access sensitive information within these facilities will need to be finger- printed in addition to having their background check conducted. 10. The initial cost at contract start-up will be covered by the City, any subsequent investigations, at any time, for any reason, may be at the cost of the Contractor. 11. On ly the personnel who pass the background investigations wi I I he approved and authorized to access restricted City facilities, 12_ City facilities that may mandate background investigations are-, a_ City Hall b. Financial Services c, Police Department d. Fire Departments e. Water Treatment Plant f Waste Water Treatment Plant g. Fleet and Utilities Buildings h. Solid Waste Building 13_ NOTE:The level of security and the requirement of background investigation may be updated at any time, at the discretion of the City. D. Response: Time: 1, The Contractor must provide service twenty-four ( 4) hours per day, seven (7) days a week, three hundred sixty-five(365)days a year, including weekends and holidays, _ Emergency Response Services: a. Upon notification, the Contractor must respond with a knowledgeable trained technician to the City site within two(2) hours of notification for critical emergency service_ 3. Non-Emergency Services, a. Upon notification,the Contractor roust respond with a knowledgeable trained technician to the City site within two(2)business days of notification for non-critical non-emergency service. 4. For all C:ontractnr-installed systems, the Contractor must maintain an inventory of corn monly used or restricted availability parts and provide delivery within two (2) hours for inoperable systems or within five (5) business days for non-emergency needs. Any exceptions must be approved and agreed upon with the City. 5. For all non-Contractor installed systems the Contractor must provide evidence of part order 26 Conum ifPW2021-10 placement and an estimated time of arrival (ETA) on delivery of the parts within forty-eight (49) hours after reviving the Work Order. After delivery of part, installation must be com- pleted within two (2.) fours for inoperable systems or within five (5) business days for non- emergency needs. 6. The Contractor shall provide the services of a professional answering service or dispatcher service for non-normal business hours contact. E. Hours of Work: 1. Normal Business Hours--Normal Business hours are between the hours of 7-04 A.M. and 5:00 P.M,, Monday through Friday, excluding City holidays. Worked performed during these hours will be billed as"Straight Time Hours"'work. The Contractor is expected to perform work during these hours unless approved in advance and in writing by the Ctty's Project Man- ager or designee. a. Work scheduled in advance to he performed after Normal Business Hours shall be charged as "Straight Time Tours"work. 2, After Hours—After Hours are between the hours of 5.OI P.M.to 6.59 A.M.or on Saturday or Sunday or on City holidays. Work performed during these hours, including Emergency Work, will be billed as "Over-Time Hours" work. Work cannot be performed during these time frames unless approved in advance by the City's Project Manager or designee. 3. Emergency Call Out: Emergency Call Outs shall be charged at the"Over-Time Hours"rate, unless the Emergency Cal I out takes place during Normal Business flours. 4. The City reserves the right to negotiate the hourly charge for work that starts during the Normal Business Hours but is completed within two hours after the start of After Flours. S. No work may be performed on City holidays or after normal business hours without prior writ- ten authorization by the ity's Project Manager or designee- F. Pruiett ProposalsflEstimates: 1- For each project, the Contractor shall submit a complete written estimate prior to initiation of any work. 2. The-ATitten estimate shall include the scope of work to be performed,csbmated cos[of labor, includ ing estimated hours and positions,and a 1 i st of parts and materials to be used.The prof ect requestor shall evaluate the estimates and, if found acceplable, shall provide written authori- zation in the form of Work Order prior to the Contractor proceeding with the work- 3. No work is to be performed without a valid Work Order issued by The City- 4. The City shall not honor any unauthorized charges. O. Permits: 1. The Contractor shall be responsible to apply for and obtaaat all permits required to wmplcte The assigned projects. 2. Charges for permits fees shah be reimbursed at cost and shall not be marked up. 3. The Contractor shall provide supporting documentation of al I permit fee charges. R. 'Travel Time )Ex eu-s The Contractor's time will start on the job site- Any (ravel time expenses to and from the job site will be home by The Contractor and will not be reimbursed by the City. 1. Workmanship and Inspection- 1, The Contractor shall employ professional, qualified, and responsible senice technicians to perform thework- The Contractor is expected to employ service technicians trained in the 7 Contract#PW202I-10 maintenance and installation of the specific types of equipment used in the City's video and security systems. 2, The City may, in writing, require the Contractor to remove any employee from a jobsite that the Ciq,deems incompetent or careless. 3_ The City will make inspections at our discretion of the work performed under the contract, 4. Any inspection by the City does not relieve the Contractor from any responsibility regarding defects or other failures to meet the contract requirements. 5, All deficiencies noted during an inspection will be con-€scted by the Contractor at no additional cost to the City. 6. if the Contractor fails to correct the defeats within seven (7) days, the City wi11 be entitled to have such work remedied by other sources and the Contractor may be fully liable for all casts and expenses reasonably incurred by the,City. ,>. Eme encv Semites: l, Emergency Services are those services initiated during non-normal business hours andlor re- quiring priority response. Emergency Service shall be billed at the scheduled hourly rates plus emergency service multiplier. planned or scheduled work during non-business hours shall not he considered emergency service and shall be invoiced at the normal scheduled rates. 2, Normal Business Hours under this agreement are Monday through Friday, 6:00 A_M.through 6:00 Y.M., excluding published City holidays. 3. It is understood the Contractor shall have personnel available twenty-four (24) hours a day, seven (7)days a week throughout the term of the resulting agreement. 4. The Contractor shall maintain a twenty-four(24)hour,three hundred sixty-five(365)day an- swering service for incoming service calls_ All service calls shall be logged and the log shall be submitted to the City on a monthly basis. 5. Repeated failure to meet established response times will be considered as grounds to terminate this agTeernent. K. ,additional Obligations of the Contractor: During the performance of work pursuant to this Contract,the Contractor will; 1, Supervise and direct all work, in accordance with industry standards and any applicable man- ufacturer's instructions and may not in any way void a manufacturer's warranty. 2. Be responsible for all construction means,methods,techniques,sequences,and procedures and for coordinating all portions of the Services_ 3. provide an adequate number of skilled workers who are thoroughly trained and experienced in providing the services that are the subject of this specification, 4. Be responsible to the City for the acts and omissions of their employees, subcontractors and their agents and employees, and all other persons performing any of the work as specified herein. 6_ Assign a ProjectlContma Manager who will have full authority to act on behalf of the Con- tractor on a I i matters relating to daily operation of the contract, 6. Provide the City with a monthly schedule for all planned work and reschedule snch work when notified by the City that the work cannot be perfonmed at that time.The Contractor will not be compensated if work cannot be performed due to foreseeable circumstances. 7_ Maintain a neat and clean workspace both during and after the perfomiance of work_ All trash will be removed from the site and deposited as appropriate.Any fireproofing,caulking or oihcr materials that must be removed for the installation or performance of maintenance will be re- installed or repaired as appropriate. Ensure that necessary markings are installed where appro- priate to identify new circuits, cables, or equipment as applicable. 8, Maintain documentation of all work performed under this Contract on forms provided or ap- 28 Conte RPVnU l-10 proved by the City. All such documentation will become the property of the City upon termi- nation of this Contract. Invoices submitted by the Contractor will not be approved for paym,ont unless written documentation of al] work for which the Contractor seeks payment arc attached. At the minimum, documentation will include: a. Contractor name, complete address, and contact information. b. Date, time, and location of site visit c. Reason for site visit d. Brief description of work performed or accomplished. e. Any observed deficiencies or operational issues and recommendations for resolution f, required or recommended follow-up g. Parts and/or consurnables used. K. Labor hours i. Participating Contractor personnel j. City Work Order number k. Approval by Contractor Operations Manager All work performed will be certified as complete by the project requestor or delegated evaluator prior to payment of the invoice. L. Site Clean-Up and Waste: . The Contractor will, at all times,keep the adjacent areas of the jab site free from accumulation of waste materials or rubbish caused by their operations. 2. The Contractor shall maintain a neat and clean workspace both during and after the perfor- mance of work. AU trash will be removed from the site and deposited as appropriate. 3. Any fireproofing, caulking or other materials that must be removed for the installation or per- formance of maintenance will be rye-installed or repaired as appropriate. 4. Ensure that necessary markings are installed where appropriate to identify new circuits,cables, or equipment as applicable. S. The Contractor will remove all waste materials and rubbish from and about the jab site, as well as all tools, equipment, machinery, surplus supplies, and materials, leaving the job site in a clean, ready to use condition. The Contractor will not use trash receptacles on the City's prom ices without authorization, 7. A11 waste materials associated with these services will be handled in accordance with all fW- eral, state and local regulations, M. Warranty All projects and work performed under this agreement Shall have a minimum twenty-four (24) month parts and labor warranty. Should the manufacturer's warranties exceed twenty-four (24) months, the manufacturers' warranty shall prevail with only the Contractor's normal labor rates being charged after the initial twenty-four(24) month period. N. Re-Re air Services. fine Contractor shall monitor, track and identify services that require re-repair. The Contractor shall not include the costs of such repairs in their monthly statement. 0. ]darts and Matgdn . 1. The Contractor shall bill the City for all parts and materials based on a discount off Manufac- turer Suggested Retail Price ( RP), based on a published catalog. . The Contractor shall provide to the City semi-annually,at am inimum.,a copy of the published catalog documenting MSRP. 29 GDmmw*PW 021-10 3, The Discount provided shall be an established minimuin. The City reserves the right to nego- tiate the Discount on large project,when in the best interest of the City, 4, When providing both Proposals and Invoices, the Contractor shall note on the documentation the 1vlSRP cost and the resulting price after applying the Discount. P. Subcontractor Costs. l, The C'ootractor is required,and [trust be able to perform, fifty-one percent (51%) of the work described herein without the use of subcontractors. 2. Should the Contractor require the services of subcontractor,the services and subcontractor's pricing must be detailed on the invoice submitted to the City(with back-up receipts and docu- mentation). 3, The City will pay the Contractor for the sub-contracted services at the Contractors cost, as a reimbursement_ 4, The Contractor is responsible for all payments to their subcontractors. 5. The Contractor assumes all liability and is solely responsible for ALL subcontractor work and actions. 6. The use of subcontractors must be approved in advance by the City. The City will have full discretion over whether the Contractor may or may not utilize a subcontractor. Equipment Rentals. 1. Should the Contractor require the use of equipment, such as Fpecialty and heavy equipment, the rentsI of such equipment and pricing roust be detailed on the invoice submitted to the City (with back-up receipts and documentation), 2. The City will pay the Contractor for the rental of equipment the Contractors cast, as a reim- bursement, 3. The Contractor is responsible for all payments for equipment rental. 4. Tfthe Contractorcur-rently owns the equipment they wish to use,the maximum they can charge for equipment rental is the published rental costs they have for regular customers. 5. The Contractor assumes all liability and is solely responsible for ALL equipment rentals they obtain. 6. The use of rental equipment must be approved in advance by the City. R. Annual Maintenance and Support S A . 1_ The Contractor, as a system ce integrator, shall provide to the City acss to all 6enetecT"r maintenance and support programs_ 30 lE MRIT B- nq uRAN E RE UUtEAIENTS At a minimuin, Contractor sha]1 acquire and maintain until completion of the Work the insurance coverage listed below, which constitutes primary coverage. Contractor shall not commence the Work until the City receives and approves Certificates of Insurance documenting required coverage. Contractor's General Li- ability policy shall include Endorsement CCr 20101185, or equivalent, naming the City of St. Augustine ("City") as Additional Insured, All required policies shall include, (1) endorsement that waives any right of subrogation against the City for any policy of insurance provided under this requirement or under any state or federal worker's compensation or employer's liability act; (2)endorsement to give the City no less than thirty (30) days notice in the event of cancellation or material change. Certificates of Insurance must he accompanied by copies of the requested endorsements_ Any deductibles or self-insured retentions above $100,000 must be declared to and approved by the City. Approval will not be unreasonably withheld. Contractor is responsible for any deductible or self-insured retention. Insurance mu st be placed with insurers hav i ng an A. , Hest rating of A-V of greater.City T=ipt of insurance certificates providing less than the required coverage does not waive these insurance require- ments. (a) Workers' Compeosation Insurance. Workers' compensation and employer's liability coverage, including maritime workers compensation, if applicable, in not less than the miniiuum limits re- quired by Florida law. If Contractor claims an exemption fforn workers' compensation coverage, Contractor must provide a copy of the Certificate of Exemption from the Florida Division of Work- ers' Compmsation for all officers or members of an LLC claiming exemption who will be partici- pating in the Work, In addition, Contractor must provide a completed City "Affidavit (Non- Construction)" for non-construction contracts. Contractor is solely responsible for cgmpliance with any Federalworkers' cpm errsatiort lau ucli as, but kiited to Jones Act and U L&li Act, including any benefits available to any workers perfornin� work on thi�r�ect, (b) General Liability. Commercial General Liability Insurance on an "Occurrence Basis,"with limits of liability not less than S1.000,000/$2,DD0,000, for personal injury, bodily injury, and property damage_ Coverage shall include: (1) contractual liability, (2) products and completed operations, (3) independent contractors,and(4)property in the care, control,or custody of the Contractor. Ex- tensions shall be added or exclusions deleted to provide the necessary coverage. (c) Automobile Liability.Minimum Units of$100,000/$300,0001$50,000 **If applicable,the following additional coverage may be required,depending upon the nature of the Work. (**) "Builder's Risk"Property insurance. Coverage amount shal l be sufficient to insure the completed value of new project construction. (**) Maritime orkrzs' Compeosation insurance may be required if the work involves maritime activities, such as underwater diving, or work adjacent to nayieable waters_ (**) Watercraft Liability, S300,000 for bodily injury and property damage. {**} Pollution/Environmental Impairment Liability {:overage. Not less than $500,000 per occurrmce andlor aggregate combined single limit, personal injury, bodily injury, and property damage. {**} Professional Liability. (Per claim) SS00.000 single Iimits. Contract#PW2f12 1-10 EXHIBIT C—SAMPLE WORK ORDER WORK ORDER AUTHO ATiON Contract Number:_ � Contract Name: Work Order!dumber: _ _ Project Name. Encumbrance Number: Work Order.Amount- To- From- , Project Manager Work Order Manager: Name: Phone: Email: Description of Work: All work shall ba accomplished in accordance with tho attached Scope of Work, Exhibit "A" — Scope of Work. invoices shal l ivfc.,mmc the Contract N urn bcr, Work Order dumber and Encumbrance number, include the information regaired; and bo submitted to the Project Managcr. Special oote:_ Commencement Date: Work is authorized to proceed on (enter date or use the following)on the date this Work Order is exacuted by the City. Commencement of the work authorized herein prior to execution of this Work Order by Contractor constitutes acceptance of all terms and conditions of this Work Order. Payment will not be made until this Work Order has been signed by Contractor and received by the City, Completion Date: All work pursuant to this Work Order shall be compieted by (Completion Dale). ne Completion Date, if extended pursuant to the above-referenced contract governing this Work Order, shall not be extended beyond the current City fiscal year, ending on Septcmber 30,20 Mpartment Diroctcr Date Contractor Date 32 Contract#PW2021-10 EXIUBIT D-COST SCHEDULE Lolbor Ilau 1 hcdule 5f and ur nrunalHBan Ikaerlgflnn i[our1Y Rely Praiecx Man31 C133GnS 125AD 111Stallatinn'['J.4 Ij liSiun 41 l� m Calla inn 41 95.00 ApAcation�-nL'ime I I3,40 C]raf�rnanfCA yi.44 .erica) O&M D 73 4Q 01hCr(P1ea2L2xggQ L"I&O EARin0c, (IT..) 145W Labor TIOUrg C031 Srhedkik Over elAficr Hoa ErpjCa Marwggmw �67•SO JRKlallnti!�itTechnieLan , lS7'SO ljiggil ation Tcehnieian(Helgy&r) 142-50 Ap!pHrAtimi Fjmr~ineer 17LSO DmfisinanlCA DD'i-cchraiginh 142.50 CleAral(O&M DncrtmentM10n) 112.50 Other(PEaase cxnlain) Deai`II 11304ineov(PE) 217.05 h 4MIllancous Paris anll L4 rtterials e I '�crcenta�e El 11 17T�ubuwa east• "*Pricing Is 4 poecenl inorkup above Ml l ler l5lectrlc'X cGn fiord 4Uf vondDm.Since we oiillLe ouch a hu ac nowurk orwrndurs,the%we receive CXW(L varlcs. Vorexerople MI11er rcccives a olQ%d1mounl cffarms kP For Cmmicc hord;wm Nuipenw.Mill erOwl would only mark 11%ohoue coat no the wlo prleo.Thi4 would cstimoke Y 230A dJnoount Orr WrFRP rw the end-user. Ycnduv"E"may provide a 30%dl.scount Vf MSRP.Th is would Itonrrou:a 13%dlscounl of MSRI', 33 contrftck IOPW=1-10 A'TTACTUdEN'T Of FEDERAL UNIFORM GUEDANCE PROCUREMENT RULES Funding may, in whole or in pail, for this Project is through a Public Assistance grant from FEMA and therefore all provisions of 2 CFR §§ 200.317 through 200.326 under the Uniform Administrative Requirements ("Uniform Rules")apply to this Project. Federal Law requires that contracts relating to the Project include certain provisions aft CFR§§200.317 through 200.326 under the Uniform Administrative Requirements, Depending upon the type of work or services provided and the dollar value of the Project, some of the provisions set forth in 2 CFR ff 240.317 through 200.326 may net apply to the Contractor or to the work or services to be provided hereunder, however,the provisions are mmetheless set forth to cause this Project to comply with Federal Law. This Project will be in strict compliance with program requirements of the Awarding Agency and oft CFR §§ 200.317 through 200.32.6, The contractor h=by certifies that they vw+ill oomply with all applicable federal laws, regulations, and FEMA policies, procedures and directives if applicable. 1. Remedies. a, Standard' Contracts for more than the simplified acquisition threshold ($150,000) must address ad- ministrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penaltics as appropriate. See 2 C,F.R_ Part 200, Appendix H,IA. b_ Applicability: This requirement applies to all FEMA grant and cooperative agreement programs. 2. Termination for Cause and Convenience. a. Al l contracts in excess of$10,000 must address termination for cause and for convenience by the non- Federal entity including the manner by which it will be effected and the has is for settlernent_ See 2. C.F.R. Part 200, Appendix 11, ¶ B. b. Applicability. This requirement applies to all FEM A grant and cooperative agreement programs_ 3. Eq cal Ern ployment Opportylai . ' L]urin= the q fonnancc:of this contract. the Sgntractor agoes as follows' (1) The contractor wi I not d i ac ri urinate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or rational origin. Such action shall include, but not be limited to the fallowing: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination;rates of pay or other forms of compensation; and selection for training,including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and app I icants for employment,notices to be provided setting forth the provisions of this nondi scrim ination clause. ( ) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor,state that all qualified applicants will receive considerations for employment without regard to race,color, religion,sex,or national origin. 34 Cantrarn%IPW2021-10 (3) The contractor will send to each labar union or representative of workers with which he has a collective bargaining agreement or other contract or understanding,a notice to be provided advising the said Labor union or workers' representatives of the contracto?s carnmitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment, (4) The contractor will comply with al I provisions of Executive Order 11246 of September 24, 1965, and of tht rules, regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furn i sh a)I informati on and reports required by Executive Order 112.46 of September 24, 1965, and by rules,regulations, and orders of the Secretary of Labor, or pursuant thereto,and wil I permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations,and orders. (6) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for fAher Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965,or by rule,regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) The contractor will include the portion of the sentence immediately preceding paragmph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by ru[es,regulations,or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with aspect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:Provided,however,That in the event a contractor becomes involved in,or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States." 4.Danis Bacon Act and Copeland Anti-Kickback Act. a- ApplicabilLty of Davis- con Act, The Davis-Bacon Act only applies to the emergency Management Preparedness Grant Program,Homeland Security Grant Program,Nonprofit Security Grant Program, Tribal Homeland Security Brant Program, Port Security Grant Program, and Transit Security Grant Program. 11 does Upt agnIX to other FEMA grant and Coopera agrftmentiincluding b, All prime construction contracts in excess of2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. §§ 3141-3144 and 314 -3148) as supplemented by Department of Labor regulations at 29 C.F.R. Part 5 (Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted onsteuction)). Sec 2 CT-R, fart.2M, Appendix I1,1 D- c- In accordance with the statute,contractors must be requi"to pay wages to laborers and mechanics at a rate not less than the prevai ling wages specified in a wage,determ ination made by the Secretary 35 Contract 9FW2021-10 of Labor. In addition,contractors must be required to pay wages not less than once a week. d. The non-Federal entity must place a copy of the current prevailing wage detemination issued by the Department of Labor in each solicitation. The decision to award a contract or subconinct must be conditioned upon the acceptance of the wage determination. The nor-Federal entity must regort all suspected or reported violations to the Federal awarding agency. e. In contracts subject to the Davis-Bacon Act, the contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. §3145), as supplemented by Department of Labor regulations at 29 C.F.R. Part 3 (Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United Mates). The Copeland Anti-Kickback Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work,to givr.up any part of the compensation to which he or she is otherwise entitled. The axon-Federal entity must report a]I suspected or reported violations to FEMA. f, The regulation at 29 C.F.R. § 5.5(a) does provide the required contract clause that applies to comp]lance with both the Davis-Bacon and Copeland Acts. However, as discussed in the previous SLIbscction,the Davis-Bacon Act does not apply 1.0 Public Assistance recipients and subrecipients. three not annlX- r,ciIher (I oes t h e Col)eland "Anti- KickbacL&W' However,- pu oses of gmt Proaams where both clay do aVply. T-l:h+ A requires the following contract clause: mp Iiance with the Copeland "Anti-Kickback"Act (1) Contractor, 'I"foe contractor shall comply with 18 U.S.C. § 974, 40U.S. . § 3145, and the re- quirments of 29 C.F.R. pt. 3 as may he applicable, which are incorporated by reference into this contract, (2)Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontract.The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with a]I of these contract clauses. (3) Brcaoh. A breach ufthe contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29C.F.R. § 5.12." 5. Contract Work Hours and SafeiX Standards Act Compliance with the Contract Work Hours and Safet tandards ML (1) []vert . Rio contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all fours worked in excess of forty hours in such workweek. (2) Violation, liability for tin- ai wages: liquidated damxggs. In the event of any violation of the 36 ConsTact 4EIW 02I-10 clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be I i able to the Un ited States (in the case of work done under wntract for the District of Columbia or a territory,to such District or to such territory),for I iqu idated damages.Such I iquidatM damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1)of this section, in the sum of 10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. ( ) Withholding for ran id wamsand liquidated dame e . The (write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the satne prime contractor, or any other federslly- aosisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2)of this section. (4) apbgorktmpLs. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph 1)through (4)of this section and also aclause requiringthe subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs ())through 4)of this section. G.Rights to Inventions Made Under a Contract or Agreement. a. Stafford Act Disaster Grants_ This requirement dace nut airly to the Public Asmstapc , Hazard Mitigation Grant Program, Fire Management Assistance Ci ant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Mailagement Grant Program, and Federal Assistance to Individuals and Households — Other Needs Assistance Grant program, as FEN A awards under these programs do not meet the definition of"funding agreement." b. If the FEM- A award meets the definition of"fund ing agreement" under 37 C,F.R. 401,2(a) and the non-Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the non-Federal entity must comply with the requirements of 37 C.F.R_ Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements),and any implernenting regulations issued by FENLk. See 2 C,F.R_ Fart 200, Appendix II, ¶ F. e. The regulation at 37 C.F.R 441.2(a)currently defines'*mding agreement"as any contract, grant, or cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, and any contractor for the performance of experimental, developmental, or research work funded in whole or its part by the Federal government. This term also includes any assignment,substitution of parties, or subcontract of any type entered into for the performance of experimental, developmental, or research work under a funding agreement as, defined in the first sentence of thin paragraph. 37 Cornract 4 MOD-10 7.Clear Air Act & Fed oral Water pollution onnfrol_Act Clean Air Act (1)The contractor agrees to amply with all applicable standards,orders or regulations issued pursuant to the Clean Air Act, as amended,42 U_ -Cv § 7401 et seq- (2) The contractor agrees to report each violation to the (name of the state agency or local or Indian tribal government)and understands and agrees that the(name of the state agency or local or Indian tribal government) will, in turn,report each violation as required to assure nazi fication to the(name of recipient), Federal Emergency Management. Agency, and the appropriate Environmental Protection Agency Regional Office. (3) The contractor agrees to include these requirements in each subcontract exceeding S 100-000 financed in whole or in park with Federal assistance provided by FEMA. Federal Water Pollution Control Act (1) The contractor agrees to comply with all applicable standard,orders or regulations issued pursuant to the Federal Water Pollution Control Act,as amendeda 33 U.Q.C. 1251 et seq. (2) The contractor ads to report each violation to the (name of the state agency or local cr Indian tribal government) and understands and agrees that the(name of the state agency or local or Indian tribal government)will,in turn,report each violation as required to assure notification to the(name of recipient), Federal Emergency Management Agency, and the appropriate Jmvironmental Protection Agency regional Office. The contractor agrees to include these requirements in each subcontract exceeding $1G0,000 fi- nanced in whole or in part with Federal assistance provided by FEMA_ 8. Debarment and Suspension (1) lb is contracx is a covered transaction for purposc5 of 2 C.F.R.pt 180 and 2 C.F.R,pt.3000.As such the conbactnr is requite to verify that none of the contractor, its principals (defined at 2 C TAt 180.995),or its afFnliates(defined at 2 C.F.R. § 190.905)are excluded(defined at 2 CX.R- § 180-940) or disqualified(defined at 2 C.F.R. § 180.935). ( ) The con"ctor must comply with 2 C-F_R. pt. 180, subpart C and 2 C.F.R- pt. 3000, subpart and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) 'This certification is a material representation of fact relied upon by (insert name of subrecipient)- if it is later determined that the contractor did not comply with 2 C,F,R_pt. 180,subpart C and 2 C.FX pt. 3000, subpart C, in addition to remedies available to(name of state agency serving as recipient and name of subrecipient} the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The bidder or proposer agrees to comply with the requirements of 2C.P-R- pt. 180, subpart C and 2 38 Contrary#PW2021-10 CT K pt. 3000, subpart C while this offer is valid and throughout the period Many contract that may arise from this other_ The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions." 9. Byrd Anti-Lobbying Amendment Byrd Anti-Lobbying Amendment 31 U.S.C. § 135 as amended Contractons who apply or bid for an award of$100,000 or more shall file the required teA f`ication. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an off"iccr or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 Ur S.C. § 1352, Each tier shall also disclose any lobbying with nose-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 44 C.F.I R. PART 18—CE RTIFICATION REGARDING L{?1: UI Certification for Contracts,Grants., Loans, and Cooperative Agreements jo be submitted with each bid or offer exceeding$100,000) The,undersigned [Contractor] certifies,to the hest of his or her knowledge, that: 1.No Federal appropriated funds have been paid or wil I be paid,by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congers in connection with the awarding of any Federal contrscl, the making of any Federal grant, the making of any Federal loan,the entering into of any cooperative agreement, and the extension,continuation, renewal,amendment,or modification of any Federal contract,grant,loan, or cooperative went. 2_ if any funds other than Federal appropriated funds have been paid or will be paid to any person for i nfluencing or ahem pting to influence an officer or employee of any agency,a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loans, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in aowrdance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for .all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This c,entification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U S.C, § 135 2 (as amended by the Lobbying Disclosure Act of 1995), Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than S 100,000 for each such failure. The Contractor, , certifies or affirms the truthfulness and 39 Conraa tPW202I-10 accuracy of each statement of its certification and disclosure, if any. in addition, the Contractor understands and agrees that the provisions of 31 U,S,C. § 3801 of seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Offs oial Name and Title of Contractor's Authorized Official Date 10. Procurement of Recovered Materials a. in the performance of this contract,the Conti-actor shall make maximum use of products containing recovered materials that are EPA-desigt}ated items unless the product cannot be acquired— (1)Competitively within a tim,eframe providing for compliance with the contract performance schedule; (2) Weting contract performance requirements; or (3) At a reasonable price, b. Information about this requirement is available at EPA's Comprehensive, Procurement Guidelines web site, h ,//www_e a. ov/c The list of EPA-designate items is available at I tkp:lhv t�.e�a.goylc��products.htm." 11. Additional FEMA Rtg uirements a. The Uniform Rules authorize FEMA to require additional provisions for non- Federal entity contracts. FEMA, pursuant to this authority, requires or recommends the following; b. Changes. To be eligible for FEMA assistance under the non-Federal entity's FEMA grant or cooperative agreement, the cost of the change, rnodificartion,change order, or constructive change must be ailowablo, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of project scope, FEA recommends, therefore, that a non-Federal entity include a changes clause in its contract that descrihes how, ifat all, changes can be made by either parry to alter the method, price, or schedule of the work without breaching the contract. The language of the clause may differ depending on the nature of the contract and the end-item procured. c. Access to Records. 40 Contract VW2021-10 The fol low in a access to records req uiro men%a -piy to this contract: (1) The contractor agrees to provide (insert name of state agency or local or Indian tribal government), (insert name of recipient), the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions, (2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. 12.MISSea], Logo,and FlagLs The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre- approval_ 13. Compliance with Federal Law Regulations, and Executive Orders This is an acknowledgement that FEMA fmancial assistance will be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures,and directives. 14. No Oblination by Federal Government The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other parr pertaining to any matter resulting from the contract_ 15.Prue ram Fraud and )raise or Fraudulent Statements or belated Acts The contractor acknowledges that 31 U.S.C, Chap. 3 S (Administrative remedies for False Claims and Statements)applies to the contractor's actions pertaining to this contract_ 41 Contract NPW2021-10 ATTAC ENT #2 - ADDITIONAL REQUIREMENTS 1. Minority Business EnftEprises(MBF) and Women Fusiness Enterprises t B } 1,The Sub-Recipient agrees to include in the subcontract that(i)the subcontractor is bound by the terms of this Agreement,(ii)the subcontractor is bound by all applicable state and federal laws and regulations,and (iii) the subcontractor shall hold the Division and Sub-Recipient harmless against all claims of whatever nature arising out of the subcontractoes performance of work Binder this Agreement, to they extent allowed and required by law, II. TRACT NG WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSfNK$ ENTERPRISES, AND LABOR SURPLUS AREA FIRMS (a) if the Sub-Recipient, with the funds authorized by this Agreement, wefts to procure goods or services, then, in accordance with 2 C.F.R, §2Do_321,the Sub-Recipient shall take the following affirrnative steps to assure that minority businesses, women's business enterprises, and labor surphis area finns are used whenever pe s• ible: i. Placing qualified small and minority businesses and omen's business enterprises on so- licitation lists; ii. Assuring that small and minority businesses, and twomen's. business enterprises are solic- ited whenever they are potential sources; iii_ Dividing total requirements, when economically feasible, into stnaller tasks or quantities to permit maximum participation by small and minority businesses,and women's business enterprises; iv. Establishing delivery schedules, where the requirement pew, which encourage partici- pation by small and minority businesses, and omen's business enterprises; v. Using the services and assistance, as appropriatc,of such organizations as the Small Busi- ness Administration and the Minority Business Development Agency of the Department of Commerce; and vi. Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs(i)through (v) of this section. (b) The requirement outlined in subparagraph a, above, sometimes referrers to as "socioeconomic contracting," does not impose an obligation to set aside either the solicitation or award of a contract to these type's of firms. Rather, the requirement only imposes an obligation to cart+out and document the six affirmative steps identified above, (c) The "socioeconomic wntracting"requirement outlines the affirmative steps that the Sub-Rr6p- ient must take; the requirements do not preclude the Sub-Recipient from undertaking additional steps to involve small and minority businesses and WoMenrs business enterprises, (d) The requirement to divide total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses,and uromen's busi- ness enterprises,does not authorize the Sub-Recipient to break a single project down into smatler components in order to circ=vent the micro-purchase or small purchase thresholds so as to uti- lire streamlined acquisition procedures(e.g. "project splitting"). 42 CorkuCl 4 P W 2021-10 ATTACRMFNT#3-DAVIS-BACON RAGE DECISIONS 43 Docusign Envelope ID:5F85C123513D6-43FF-81 D2-E516C550C61 E MILLER ELECTRIC COMPANY Powering the Possibilities . • - Of Tequesta Village • 0 • Proposal: • Presented By: Michael Chin 6805 Southpoint Pkwy Jacksonville, FL 32216 The data contained in all pages of this proposal has been submitted in confidence and contains trade secrets and/or privileged or confidential commercial or financial information.Such data shall be used or disclosed only for evaluation purposes,provided that if a contract is awarded to this proposer as a result of or in connection with the submission of this proposal,the Customer shall have the right to use or disclose the data herein to the extent provided in the contract.This restriction does not limit the Customer's right to use or disclose data obtained without restriction from any source, including the proposer. Docusign Fnvelope ID:5F85C123-33D6-43FF-81 D2-E516C550C61 E Project Scope Scope of Work and Technical Assessment The Village of Tequesta seeks to enhance security infrastructure by integrating additional access control points within the recently renovated North Administration Building and extending coverage to two vehicular gates. North Administration Building The proposed scope includes the installation of access control hardware on two doors: two single-leaf doors. The two doors will utilize standard strike configurations compatible with surface or recessed locksets. An LSP enclosure will be installed within the designated electrical room, leveraging the existing grounding system. The Village of Tequesta will engage a certified city electrician to provision a dedicated 20A circuit breaker for the LSP panel. All mechanical conduits and raceways will be furnished by the city electrician, with equipment locations pre-identified during the site walkthrough. Additionally, three network cables will be routed from the existing networking office to the LSP panel to enable LAN connectivity. Conduit installation for these runs will be performed by others. The LSP system incorporates an NL4 module, facilitating network-based remote control of outputs. Core components— including the LP1502 controller and Cloud Link device—require LAN connectivity. The Cloud Link device supports both Power over Ethernet (PoE) and auxiliary 12V DC power input. Vehicular Gates The project scope further encompasses integration of the North and Middle vehicular gates into the existing access control ecosystem. The South Gate, Middle Gate, North Gate will have switch control from the control room with exterior shielded cabling and surge modules. Mechanical conduits will be provided by others. A concrete pad will be constructed to support the proposed pedestal for the North & Middle Pedestal, with conduit installation handled externally. Local grounding will be included as part of this work. North Gate: Card reader only & manual activation from keypad in control room (3 Way Switch to be installed) Middle Gate: Card reader & intercom & manual activation from keypad in control room (3 Way Switch to be installed) South Gate: Manual activation from keypad in control room (3 Way Switch to be installed) Gate conduit raceway is provided by others System Architecture The facility currently operates on a Genetec-based architecture, with connectivity established to the directory server at the site level. The proposed enhancements will align with and extend this existing infrastructure. Clarifications: 1. Utilize existing database & credentials. All Conduits must have a pull string and easily identifiable via markings/labels. Existing ground to achieve 25> ohms resistance or less for the headend Docusign Envelope ID:5F85C123-33D6-43FF-81D2-E516C55OC61E enclosure. Fire caulking/sleeves to be provided by others. Electrical 120VAC circuit provided by others. Conduit/Mechanical provided by others. Any changes or amending of raceways/conduits are provided by others. Shop drawings and As-built drawings will be included as a part of the scope of work. 2. Vehicular Gates- Minimum of 2"to gate line from control room. 3. Installation activities are scheduled to occur Monday through Friday, between the hours of 8:00 AM and 4:30 PM, 4. The quoted price set forth herein does not include the cost impact of any tariffs or other taxes or embargos which may be imposed by the United States or any of its trading partners. To the extent the cost of any materials/equipment/items procured in furtherance of a subcontract or purchase order based upon this quotation/proposal is impacted by the imposition of any tariffs, tax or embargo, the actual documented cost of such shall be billed to, and be reimbursed by, [Village Of Tequesta], along with any schedule adjustments necessitated thereby. Exclusions- 1. We assume a Life Safety Plan is current & Certified. Any FHJ requirements or changes will result in a change order. Any modifications to the floor plan, will result in a change order to accommodate. Permitting is excluded and a change order will be issued if permitting is required. 2. Permitting services are excluded from this scope. If permitting becomes necessary, a separate change order will be issued to cover associated costs and administrative efforts. 3. Wind load calculations 4. Trenching & Backfilling for concrete pads to the Mutual junction box, If necessary a change order will be issued. Docusign Envelope ID:5F85C123-33D6-43FF-81D2-E516C550C61E Proposal: 34675 Bill of Materials Date: 03/13/2026 Access Control 1.00 Genetec SY-DV4RD- LifeSafety Power-Genetec enclosure 12V&24VDC 175W $976.21 $976.21 E2M-NET-WPA 11 OV160HZ 1 4 Reader 12 Mercury or 2 Mercury and Cloudlinkl 2.00 Genetec SY-40NKS- SIGNO 40,BLK/SLVR,PIG,CRD PFL TO-STD.BLE:ON,WIEG, $284.25 $568.50 TO-000000 32-B MSB, LED:RED,FLSH:GRN. BZR,SRF:ON,IPM:OFF, VEL:OFF,TAP 1.00 SY-LP1502 Mercury Intelligent Controller, Linux Based,81n140ut12Rd(2 $1,500.89 $1,500.89 reader licence connections included) 1.00 Genetec 2-reader Mercury MR52 2-reader interface module Series 3(8 inputs,6 $742.72 $742.72 Interface Module relays,PCB only,2 reader licence connections included).Add GSC-SY-X-1 RE if more reader connectio 2.00 4405-A Industrial Surface Mount Switch Set,Open/Closed Loop, DPDT, $58.25 $116.50 175 Volt DC,0.25 Ampere,5 Watt,0.14 Ohm,2-112"Standard Gap,36"Cable,Aluminum,With Mounting Hardware,Bracket 2.00 Bosch REX Sensor PIR REQUEST TO EXIT SENSOR WITH SOUNDER GRAY $83.54 $167.08 2,00 HES 5000C-12124D- 500OC-12124D-630 SB:5000,FP:501 &FP:501 630 10190403 $142.49 $284.98 630 1.00 4 Elem Comp Cable CMP Ylw Jkt-Exterior CMP $1,232.06 $1,232.06 (shielded) 1.00 23-41P UNS SOL CMR C6 Wht Jkt -CAT6 UNS-1000FT $216.11 $216.11 12.00 hrs IS Application Engineer $123.00 $1,476.00 40.00 hrs IS Install Helper(w!Truck) $96.50 $3,860.00 40.00 hrs IS Install Technician $112.50 $4,500.00 12.00 hrs IS Project Manager $160.00 $1,920.00 8.00 hrs IS Project Supervisor $135.00 $1,080.00 Material Sub-Total $5,805.05 Labor Sub Total $12,836.00 Applicable Tax $0.00 WaterTreament Plant-Access Control Total $18,641.05 Docusign Envelope ID:5F85C123-33D6-43FF-81 D2-E516C55OC61 E Access Control 2.00 Installation Materials $434.70 $869.40 2.00 AXIS A8207-VE MKII AXIS A8207-VE Network Video Door Station combines a fully $1,543.93 $3,087.86 featured 6MP security camera with high-quality,two-way audio 2.00 AXIS TA8601 Cable protection attachment bracket for AXIS A8207-VE $85.92 $171.84 CONDUIT ADAPTER Network Video Door Station Compatible with 314"Conduits 3/4 NPS 2.00 Genetec GSC-Om-E- 1 Enterprise camera connection,mandatory Genetec Advantage $235.99 $471,98 1C 2.00 Genetec ADV-CAM- Genetec&.¢Advantage for 1 Omnicast2„¢Enterprise Camera $52.16 $104.32 E-1Y iA€"1 year 2.00 Genetec ADV-RDR- GeneteCA„¢Advantage for 1 Synergisa.,¢Enterprise Reader $43.48 $86,96 E-1Y cl€"1 year 2.00 DTK-MRJPOES POE SURGE PROTECTOR RJ45 CONNECTION CAT5E $60.73 $121.46 SHIELDED 1.00 Pedestal Pro 48-9C 48"Gooseneck Pedestal, Black $311.37 $311.37 Powder Coated, 12" Neck Reach 1.00 PEDESTAL PRO Dual Head Pedestal:42 in Overall Ht, $1,006.02 $1,006.02 Black, Pedestal, 10 in x 1 3.00 Installation Materials $1,863.00 $5,589,00 1.00 Genetec GSC- Advanced Add-on for 1 Standard Connection providing failover $80.73 $80.73 Sipelia-lSIP-ADV and bidirectional audio and video recording(requires GSC- Sipel ia-1 S I P-STD and total number of STD 1.00 Genetec GSC- 1 Standard Connection to an Intercom Station(requires GSC- $129.17 $129A7 Sipelia-1SIP Sipelia-Base) 2.00 Genetec SY-40NKS- SIGNO 40,BLKISLVR,PIG,CRD PFL TO-STD,BLE:ON,WIEG, $290.70 $581.40 TO-000000 32-B MSB,LED:RED,FLSH:GRN,BZR,SRF:ON,IPM:OFF, VEL:OFF,TAP 2.00 GRl 4400-A Industrial GRI 4400-A Industrial Surface Mount Switch Set,2-1l2" $45.27 $90.54 Surface Mount Switch Standard Gap, 1OW,20OVDC,0.50A,Closed Loop,N10,and 36"Armored Cable,Aluminum 2.00 4ELEM-WBT-BLK-Interior Composite Cabling-50OFT $721.60 $1,44320 1.00 CAT6SDB-BLK-23-41P OAS SOL C6 Blk DB-1000ft $457.06 $457.06 1.00 2N 02660-001 Smart IP PHONE D7A with 7" $643.16 $643.16 Touchscreen and Android OS 3.00 Double-Pole Toggle $12.41 $37.23 Switch 2,00 18/6SHDB-18-6 Stranded Shielded Direct Burial Rated $732.67 $1,465.34 Cable 5.00 DTK-2LVLPLV $49.36 $246.80 2.00 DTK-4LVLPCR CARD READER SURGE PROTECTION 12V POWER,24V $72.86 $145.72 POWER Docusign Envelope ID:5F85C123-33D6-43FF-81D2-E516C550C61E 8.00 hrs SCESISt.Augustine-Project Manager $125,6D $1,000.0o 8.00 hrs IS Application Engineer $123.00 $984.00 24.00 hrs IS Install Helper(wl Truck) $96.50 $2,316.00 24.00 hrs IS Install Technician $112.50 $2,700,00 Material Sub-Total $17,140.56 Labor Sub Total $7,000.00 Applicable Tax $0.00 GATE I Intercom With ReadertCamera Total $24,140.56 Village Of - • ' Access Control 4,00 hrs IS Install Helper(wl Truck) $96 50 $386.00 4.00 hrs 1S Install Technician $112.50 $450.00 2.00 hrs 1S Project Manager $160.00 $320.00 Material Sub-Total $0.00 Labor Sub Total $1,156.00 Applicable Tax $0.00 Enclosure - Polycarbonate Total $1,156,00 ProposalTotal Material Sub-Total $22,945.61 Labor Sub-Total $20.992.00 Applicable Tax $0.00 Grand Total $43,937.61 Docusign Envelope ID:5F85C123-33D6-43FF-81D2-E516C550C61E Conditions and Clarifications Include Exclude Include Exclude System Shop Drawings X Cable D-rings/harnessess X Submittals X Door Locking Hardware X Permits X Door Frame Preparation X System Training by MECO X Patching and Painting X Structured Cabling X Core Drilling X 120VAC Power X Wall Penetrations/sleeves X Conduit Stub-Ups X Fire Stopping X Device Back-Boxes X Network Switches X Raceway&Rough-in X Personnel Lift Equipment X Surge Protection X Grounding and Bonding X Clarifications • Any custom millwork and fabrication provided by others • Conduit raceway, unless specifically included in this proposal scope, is provided by others and must be properly sized per NEC and include a pull string • Any required lighting, emergency lighting or signage provided by others • Any required scaffolding provided by others • Any cable to be installed as part of this project scope is assumed to be installed prior to the installation of the ceiling grid or framing. Raceways must be provided above inaccessible ceiling spaces. • All hazardous materials abatement and removal by others • Any AHJ requirements to bring the building or portion of the building up to code is excluded from this scope of work • Miller Electric labor is provided during normal business hours Monday through Friday from 8:00 AM—5:00 PM. Overtime is not included and may be charged additionally. • Deliveries will be made during normal business hours. Overtime delivery is not included. • Maintenance of the network, firewalls, antivirus and defending the integrity of the network against cyber attack is provided by others • Software maintenance, version upgrades and other administrative data entry(i.e. entry of cardholder data)are excluded unless specifically included in the proposal scope. • Taxes are excluded unless specifically shown as included in pricing summary lines. • Miller Electric will dispose of Miller Electric created trash daily within Jobsite provided containers. • Final testing and system delivery are included as per the project schedule only • System control code will be turned over after the final payment is received • The current market for commodities is very volatile.All copper, aluminum, PVC, and steel pricing is based on current market pricing for commodities.This proposal is based on current market pricing for commodity materials as of the date of this proposal, and no contingency is carried for commodities market pricing escalation.Additional costs will apply in the event of market-based commodity materials pricing escalation. Copper is currently at$ Ipound. The quoted price set forth herein does not include the cost impact of any tariffs or other taxes or embargos which may be imposed by the United States or any of its trading partners. To the extent the cost of any materials/equipment/items procured in furtherance of a subcontract or purchase order based upon this quotation/proposal is impacted by the imposition of any tariffs, tax or embargo, the actual documented cost of such shall be billed to, and be reimbursed by, Customer, along with any schedule adjustments necessitated thereby. Docusign Envelope ID:5F85C123-33D6-43FF-81D2-E516C55OC61E Proposal: 34675 Acceptance Date: 03/13/2026 Proposal: MWC-Village Of Tequesta I Water Treatment Plant ACS Rev1.1 The following documents in this proposal are considered binding: Scope of Work, Bill Of Materials, Terms and Conditions Where Applicable Default payment terms are 50% down with monthly progress billings until the project is complete, unless otherwise negotiated or stated in this proposal. Proposal Accepted: Miller Electric Company is authorized to proceed with the work as proposed. This proposal is valid for 30 days from 03/13/2026. Purchaser Village of Tequesta Seller Miller Electric Company By Molly Young By Kevin Flanigan Title Mayor DocuSlenedby: Signature Signature (� �.,racaranaanr. Date �-( - 1 `aua C/ Date 3/13/2026 l 1:48:04 PM PDT ISO# The above persons represent that they are authorized to sign and execute this binding agreement. This acceptance indicates understanding of the complete proposal, including clarifications, design, programming, drawings, ownership, software licenses, and the Warranty. 0 docusign. Certificate Of Completion Envelope Id:5F85C123-3306-43FF-B1D2-E516C550C61E Status:Completed Subject:Unexecuted Contract(C-007093)Village of Tequesta-Water Treatment Plant ACS Rev 1.1 Source Envelope: Document Pages:62 Signatures:4 Envelope Originator: Certificate Pages:2 Initials:0 Nancy Bullard AutoNav:Enabled 301 Merritt 7 FL6 Envelopeld Stamping:Enabled Norwalk,CT 06851 Time Zone:(UTC-08:00)Pacific Time(US&Canada) nbullard@mecojax.com IP Address:50.203.90.236 Record Tracking Status:Original Holder:Nancy Bullard Location:DocuSign 3/13/2026 8:42:08 AM nbullard@mecojax.com Signer Events Signature Timestamp Kevin Flanigan —Z).�cuS1qu—,d-b-y�: Sent:3/13/2026 9:00:21 AM kFlanigan@mecojax.com Viewed:3/13/2026 1:47:53 PM President,Integrated Systems aIaF3can33nsrDA_ Signed:3/13/2026 1:48:04 PM Miller Electric Company Signature Adoption:Drawn on Device Security Level: Email,Account Authentication (None) Using IP Address: 2601:346:a00:8e20:55d9:260:250e:4 b4e Signed using mobile Electronic Record and Signature Disclosure: Not Offered via Docusign by: Nancy Bullard EhsA2AE9OF3952F471.. ig.d Sent:3/1312026 9:D0:21 AM nbullard@mecojax.com I"> Viewed:3/16/2026 6:53:48 AM Contracts Process Associate Signed:3/16/2026 6:54:10 AM Security Level: Email,Account Authentication (None) Signature Adoption:Pre-selected Style Using IP Address:50.203.90.236 Electronic Record and Signature Disclosure: Not Offered via Docusign by: Shannon w 3}pnetl llins � Sent:3/1312026 9:00:21 AM scollins@mecojax.com SlAalnlnbin Cb�Gln 5 Viewed:3/1312026 9:10:17 AM Contracts Awesome Person 90HAa2°BApiHd89 Signed:3/13/2026 9:10:29 AM Security Level:Email,Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address:50.203.90.236 Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/13/2026 9:00:22 AM Certified Delivered Security Checked 3/13/2026 9:10:17 AM Signing Complete Security Checked 3/13/2026 9:10:29 AM Completed Security Checked 3/16/2026 6:54:10 AM Payment Events Status Timestamps