4-M08001C01 Bid Documents.pdf

Milwaukee Metropolitan Sewerage District

Invitation to Bid

Water Quality Protection Research Vessel Replacement

Contract M08001C01

The Milwaukee Metropolitan Sewerage District (District) intends to purchase a research vessel

(R/V) to replace its R/V Pelagos, Contract M08001C01. The District will receive bids until 10:00 a.m. central time on September 30, 2025, when the District will publicly open them.

The District has implemented online bid submissions for this Project. The District will accept electronic bids only through Bonfire. Bids are to be submitted only at https://www.mmsd.bonfirehub.com. Please see the section entitled “Submission Instructions” for instructions on how to submit your bid through Bonfire.

For information concerning the project, contact Nathan Churchill, Procurement Specialist, nchurchill@mmsd.com.

Bidders must use the forms provided. The use of other forms or attachments of conditions for bidding contrary to the District’s conditions may invalidate your bid.

The District may reject all bids or any bid not conforming to the intent and purpose of the contract documents. The District may postpone the award of this contract for a period not exceeding 90 days from the bid opening date. Bids will remain firm and may not be withdrawn during this 90-day period. Bids must include delivery F.O.B. destination including costs for shipping and insurance.

The District will interpret or change these contract documents only by addenda issued by the

District. The District is not responsible for any other explanation or interpretation of these contract documents. Bidders must submit addenda with their Bids or indicate in the sworn statement the receipt of all addenda. Failure to submit or acknowledge receipt of addenda may result in rejection of a bid as non-responsive.

The District reserves the right to audit applicable records of the successful contractor upon reasonable request throughout the term of the contract and for up to one year after completion.

mailto:nchurchill@mmsd.com

M08001C01 – Water Quality Protection Research Vessel Replacement

CHECKLIST FOR BIDDERS

The following items are required by the bid due date and time.

BID

▪ Your bid must comply with the specifications set forth. Do not list any exceptions to the contract documents or specifications. Any exception, including substitution of terms and conditions, may result in your bid being considered non-responsive.

▪ Complete all appropriate blank spaces in the Bid Worksheet provided (M08001C01

Attachment A – Bid Worksheet.xlsx). Complete the bid worksheet, save the file as a

PDF (.pdf), and upload it to Bonfire with your submission materials. Enter the BID

TOTAL figure in Bonfire as your bid amount.

BID SECURITY

▪ The proper bid security and notarized power of attorney, if required, must be included with the bid.

▪ Do not use standard surety bid bonds. If you use a standard surety or association bid bond, the District may reject your bid. Standard surety or association bid bonds provide for: (1) actual damages and (2) are silent on the requirement of an automatic extension of the bid bond. The statute under which the District operates requires that the bid bond amount be in the form of liquidated and not actual damages. The District bid bond also provides for an automatic 60-day extension of the bid bond without any further approval of the surety.

▪ If you elect to furnish bid security other than a bid bond, the bid security must be in the District’s possession at 260 West Seeboth Street, Milwaukee, Wisconsin, before the deadline for submission of bids.

BIDDER’S SIGNATURE AND SWORN STATEMENT

▪ A company representative must sign and a notary public must notarize the Bidder’s

Signature and Sworn Statement.

▪ The Bidder’s Signature and Sworn Statement must acknowledge all addenda.

ADDITIONAL INFORMATION

The following forms must be completed and submitted.

▪ The Equal Employment Opportunity Data form (Attachment B)

▪ The Certification of Non-Discrimination form (Attachment C)

SUBMISSION INSTRUCTIONS

Please follow these instructions to submit via our Public Portal.

1. Prepare your submission

Name Type # Files Requirement

Bidder’s Sworn Statement File Type: PDF

(.pdf)

Required

Bid Security/Bid Bond File Type: PDF

Bid Worksheet (Attachment A) File Type: PDF

EEO Data Form (Attachment B) File Type: PDF

Certification of Non-

Discrimination (Attachment C)

File Type: PDF

Please note the type and number of files allowed. The maximum upload file size is 100 MB.

Please do not embed any documents within your uploaded files. They will not be accessible or evaluated.

Do not submit files that contain restrictions such as encryption, password protection, or special security that prevent the District from combining multiple electronic files into one file for records management purposes.

2. Upload your submission at: https://mmsd.bonfirehub.com/projects/201446/details

Questions regarding this solicitation may be submitted in writing to Nathan Churchill, Procurement Specialist, at nchurchill@mmsd.com, by no later than five (5) days before the closing date and time. Questions received after this deadline will not be addressed.

All bids must be submitted electronically using the Bonfire portal on the forms provided.

Your submission must be uploaded, submitted, and finalized before the closing time of 10:00 a.m. central time on September 30, 2025. Please give yourself at least one day before closing https://mmsd.bonfirehub.com/projects/201446/details mailto:nchurchill@mmsd.com time to begin the uploading process and to finalize your submission.

The Bidder must sign the Signature and Sworn Statement in the presence of a notary and upload it to Bonfire.

Each item of requested information will be visible to the District only after the closing time.

Uploading large documents may take a long time, depending on the size of the file(s) and your

Internet connection speed.

You will receive an email receipt with a unique confirmation number once you finalize your submission.

Minimum system requirements: Microsoft Internet Explorer 11, Microsoft Edge, Google

Chrome, or Mozilla Firefox. Javascript must be enabled. Browser cookies must be enabled.

Please contact Bonfire at Support@GoBonfire.com for technical questions related to your submission. You can also visit their help forum at https://bonfirehub.zendesk.com/hc.

REQUIREMENTS FOR BIDDERS

1. Contract Documents

The Contract Documents include the Invitation to Bid, Requirements for Bidders, the Bid, the

Contract, the Specifications, and any attachments.

2. Bidder’s Understanding and Declarations

By submitting a bid on this Water Quality Protection Research Vessel Replacement procurement through Bonfire, the Bidder declares: The only persons or parties interested in this Bid are the ones disclosed; In all respects, this Bid is fair and without fraud; This

Bid is made without collusion with any official of the District; and This Bid is made without any connection or collusion with any person submitting another Bid on this Contract.

Each Bidder must make itself thoroughly familiar with all Contract Documents. Failure to do so will not relieve the successful Bidder of its obligation to enter into a Contract and complete the procurement according to the Contract Documents. By submitting a bid on this Water Quality

Protection Research Vessel Replacement procurement through Bonfire, the Bidder declares it has carefully examined the Contract Documents and determined the quantities and qualities of the Goods to be provided.

Each Bidder will inform itself of and the Bidder awarded this Contract will comply with all laws applicable to this procurement. This requirement includes but is not limited to applicable laws concerning minimum wage rates, nondiscrimination in the employment of labor, protection of public and employee safety and health, environmental protection, protection of natural resources, fire protection, burning requirements, taxes, permits, fees, and licensing.

3. Preparation of Bids

All blank spaces on the Bid Worksheet must be completed. The Bidder must upload the notarized Signature and Sworn Statement and all other required documents.

4. Bid Security

Bids must be accompanied by cash, a certified check, a cashier’s check, or a bid bond issued by a surety authorized to issue bid bonds in Wisconsin. The bid security must be at least 5% of the total amount of the Bid. This bid security is given as a guarantee that, if awarded the Contract, the successful Bidder will sign the attached Contract.

If the Bidder elects to furnish a Bid Bond, the Bidder must use the Bid Bond form included in the

Invitation to Bid or one that is substantially similar in form and content. Bid bonds must comply with Wis. Stat. § 200.47. The attorney in fact (resident agent) who executes this Bid Bond on behalf of the surety must attach a certified copy of the power of attorney as evidence of authority to bind the surety on the date of execution of the bond. The fully executed Bid Bond must be uploaded to Bonfire.

Do not use standard surety bid bonds. If you use a standard surety or association bid bond, the

District will reject your bid. Standard surety or association bid bonds provide for: (1) actual damages and (2) are silent on the requirement of an automatic extension of the bid bond. The statute under which the District operates requires that the bid bond amount be in the form of liquidated and not actual damages. The District Bid Bond provides for an automatic 60-day extension of the bid bond without any further approval of the surety.

If the bid security is a check or cash, then it must be submitted in a sealed envelope to the attention of the District’s Procurement Specialist. The bid security must be in the District’s possession at 260 West Seeboth Street, Milwaukee, Wisconsin, before the deadline for submission of Bids.

5. Bidder Qualification

To determine the Bidder’s responsibility, before awarding this Contract, the District will investigate the Bidder as necessary to determine the performance record and ability of the apparent low Bidder to provide the Goods specified under this Contract. Upon request, the

Bidder must submit additional information as necessary to evaluate the Bidder’s qualifications.

6. Basis of Award

Within 90 days after the opening of Bids, unless otherwise stated in the Invitation to Bid, the

District will award the Contract to the responsible Bidder with the lowed bid complying with the

Invitation to Bid, as determined by the following criteria and procedures.

A. To be considered in compliance with the Invitation to Bid (responsive), a Bid must:

1. be completed, signed, and notarized and be responsive in all respects to the conditions of the Invitation to Bid and Requirements for Bidders.

2. be made on the Bid forms provided.

3. be accompanied by the required bid security. If the Bidder elects to furnish bid security other than a Bid Bond, the bid security must be in the District’s possession before the deadline for submission of Bids.

4. contain no alterations to the terms or conditions of these Contract

Documents except as specifically directed in these Contract Documents.

B. To be considered responsible, a Bidder must establish to the complete satisfaction of the

District that it:

1. has adequate financial resources to meet its Contract obligations and will maintain same for the contract period;

2. can comply with the required or proposed delivery or performance schedule, taking into consideration all existing commercial and governmental business commitments;

3. has a satisfactory performance record;

4. has a satisfactory record of integrity and business ethics;

5. has the necessary organization, experience, accounting and operational controls, and technical skills (including, as appropriate, such elements as production control procedures, property control systems, quality assurance measures, and safety programs) applicable to services to be performed;

6. has the necessary production, construction, and technical equipment and facilities;

7. is otherwise qualified and eligible to receive an award under applicable

Laws; and

8. reserved.

The Bidder must correct any deficiencies in items related to Responsibility within three business days of receipt of notice from the District that its Bid is being considered for award. If the Bidder fails to correct the deficiencies in the required time, the District may find the Bidder is not responsible and reject the Bid.

The District reserves the right to reject all Bids or any Bid not in compliance with the Contract

Documents and to waive any informalities or irregularities in Bids received.

7. Award of Contract and Notice to Proceed

A Contract award will be effective as of the date notice of award is delivered to the successful

Bidder or, if mailed, the postmark date. Award will be made within 90 days after the opening of bids.

Within 10 days (not including Sundays and legal holidays) after receiving the notice of award, the successful Bidder must sign and deliver two copies of the Contract to the District and the certificate of insurance. Within 20 days (not including Sundays and legal holidays) after receipt of all properly signed Contracts with an acceptable certificate of insurance, the District will sign the Contract. Signature by both parties constitutes execution of the Contract. Within 30 days of execution, the District will issue notice to proceed.

8. Failure to Sign Contract or Furnish Certificate of Insurance

The Bidder awarded the Contract who fails to sign the Contract or furnish an acceptable certificate of insurance will forfeit its bid security, which the District will retain as liquidated damages. The Bidder and the District agree this sum is a fair estimate of the damages the District will sustain if the Bidder fails to enter into a Contract and furnish the certificate of insurance.

9. Small, Women, Veteran and Minority Business Enterprise Requirements

The policy of the District is to give small, women, veteran, and minority business enterprises

(S/W/MBE) the maximum feasible opportunity to participate in District procurements.

The District has a goal of 20% participation by small, women, veteran and minority business enterprises for this contract. Small, women and minority business enterprises are encouraged to bid as prime Vendors. Every bidder is required to make good faith efforts to include small, women’s and minority businesses to the maximum extent possible.

The District will accept only those small, women, veteran and minority business enterprises that have been certified on the date the Contract is awarded by the District.

The good faith efforts of the Bidder are dependent on the quality of the affirmative steps and the positive efforts taken by the bidder to include small, women, veteran and minority businesses in the bid and will be considered in determining whether the bidder has proved its responsibility to be a contractor with the District.

10. Delivery

The time for delivery of the Goods required under this Contract is the essence of the Contract.

The Vendor will deliver the Goods on or before October 15, 2026.

Submittals required under this Contract that would affect the start of manufacture can be submitted by the Vendor at any time after the District issues notice of award, notwithstanding the fact that the Contract has not been executed or notice to proceed issued. Notwithstanding the

Vendor’s right to make early submittals, no cause for delay or time extension will arise under the

Contract unless the District fails to respond to these submittals within 30 days after issuance of notice to proceed and the delay impacts the delivery date.

11. Liquidated Damages

Reserved.

12. Sales and Use Taxes

This procurement is exempt from Wisconsin sales and use taxes.

13. Lump Sum and Unit Prices

The Bidder will accept as full payment the amounts computed under the provisions of the

Contract Documents based on the lump sum or unit prices identified in the bid. Unit prices are independent of the total quantity purchased.

The District may reject any Bid that, in District’s sole judgment, is unbalanced.

Small, Veteran, Women, and Minority Business Enterprises

The District has a strong commitment to Small, Veteran, Women, and Minority business enterprises (SWMBE). To encourage SWMBE participation, procurement goals are 13% for

MBEs, 5% for SBE/VBEs, and 2% for WBEs. Firms interested in fulfilling these goals must be certified. The District offers its own small business certification and recognizes certifications from other agencies.

Vendor Registration

All firms wishing to do business with District must register as a vendor in the Contract and

Vendor Management System. By registering with the District, your organization will receive notices for relevant procurement opportunities via email. Firms seeking SWMBE certification must be registered before their certification can be approved.

District Small Business Certification

To apply for District SBE certification, businesses must complete the Small Business

Certification application. District SBE Certification is valid for three years. To renew, firms must submit a new application and business tax returns for the past three years. The District’s SBE certification program is aligned with the U.S. Small Business Administration (SBA) in its definition of a small business: a business not exceeding the SBA size standard for its industry. A size standard represents the largest size that a business (including its subsidiaries and affiliates) may be to remain classified as a small business. SBA size standards vary by industry classification and can be defined by average annual receipts for the past three years or average number of employees over the past twelve months. Businesses can use the SBA size standards tool to determine if their business can be classified as a small business.

Recognized SWMBE Certifications

While various entities provide SWMBE certification services, below are links to the most common SWMBE certifications recognized by the District.

WI Dept of Administration Supplier Diversity Programs MBE, WBE and DVB Certifications

WI Dept of Transportation DBE Certification provided it reflects minority or gender status

Milwaukee County DBE Certification provided it reflects minority or gender status

City of Milwaukee SBE Certification

Women’s Business Enterprise National Council

North Central Minority Supplier Development Council

U.S. Dept. of Veteran Affairs, SDVOSB and VOSB Certifications

Businesses certified by one of these agencies should submit a copy of their certificate or approval letter to the SWMBE program for inclusion in the District’s SWMBE public directory.

SWMBE Public Directory

In a public directory, the District will list SWMBE firms that register with the District through the vendor registration process and provide proof of their certification. After the District has reviewed and accepted the registration of certificated SWMBE firms, this information becomes immediately available in the online certified public vendor directory on the District’s website.

http://1.https/mmsd.diversitycompliance.com/FrontEnd/StartRegistry.asp?TN=mmsd&XID=9766&QT=FAFA9B94E7D237989D726F159A8B359B3886F95E561F3AFE http://1.https/mmsd.diversitycompliance.com/FrontEnd/StartRegistry.asp?TN=mmsd&XID=9766&QT=FAFA9B94E7D237989D726F159A8B359B3886F95E561F3AFE https://www.mmsd.com/download_file/view/1434/334 https://www.mmsd.com/download_file/view/1434/334 https://www.sba.gov/size-standards/ https://www.sba.gov/size-standards/ http://www.doa.state.wi.us/Divisions/Enterprise-Operations/Supplier-Diversity-Program http://www.dot.wisconsin.gov/business/engrserv/dbe-main.htm http://county.milwaukee.gov/cbdp/CertificationServices.htm http://city.milwaukee.gov/OSBD http://www.wbenc.org/ http://northcentralmsdc.net/ https://www.va.gov/osdbu/verification/index.asp https://mmsd.diversitycompliance.com/FrontEnd/VendorSearchPublic.asp?TN=mmsd&XID=9030 https://mmsd.diversitycompliance.com/FrontEnd/VendorSearchPublic.asp?TN=mmsd&XID=9030

BIDDER’S SIGNATURE AND SWORN STATEMENT

State of )

) SS

County of )

I certify I am submitting this Bid on behalf of

(Name of Bidder) a (check one):

____ Corporation ____ Partnership

____ Sole Proprietorship ____ Joint Venture

____ Other (Describe) of the City of ______________________________________________________________

State of ___________________________________________________________________

I have examined and prepared the submitted Bid based on the information contained in the

Contract Documents provided with the Bid. I have checked the bid in detail before submitting it.

I certify the Small/Women’s/Minority Business Enterprise participation for this project is (____) percent of the total Contract price. If the above blank is not filled in, my goal is 0%.

I have full authority to make these statements and submit this Bid on behalf of the Bidder. These statements are true and correct to the best of my knowledge and belief.

The Bidder hereby acknowledges it has received Addenda Numbers ___, ___, ___, ___ to these

Contract Documents. (The Bidder will insert the number of each Addendum received.)

NOTE: Under Wisconsin state law, the Bidder’s signature MUST be notarized.

Bidder:

Signature ________________________________

Title ____________________________________

Notary:

This document was subscribed and sworn before me this ____ day of ___________________, 20___

Notary Public - State of ___________________

My Commission expires: __________________

NOTE: STANDARD SURETY BID BOND FORMS

DO NOT MEET THE REQUIREMENTS OF THIS FORM

BID BOND

Water Quality Protection Research Vessel Replacement

Contract M08001C01

KNOW ALL PEOPLE BY THESE PRESENTS, that _____________________________________ the “BIDDER” (Principal), and ____________________________________________________ a corporation duly organized under the laws of the State of ______________________________, having its principal place of business at _____________________________________________

________________________________________________________________________, in the

State of _______________________, and authorized to do business in the State of Wisconsin, as SURETY, are held and firmly bound unto the Milwaukee Metropolitan Sewerage District, the “DISTRICT” (Obligee), in the penal sum of:

____________________________________________________________________ DOLLARS

and ___________________________________________CENTS, ($_____________________), or, if no amount is shown, in the amount of five percent (5%) of the amount of the Bid, for the payment of which we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS BOND IS SUCH THAT:

WHEREAS the BIDDER is submitting a Bid for Water Quality Protection Research Vessel Replacement, M08001C01, and this Bid is incorporated into this Bid Bond by reference.

NOW, THEREFORE, if the Bid submitted by the BIDDER is accepted, the Contract is awarded to the BIDDER, and the BIDDER executes the proposed Contract within the time fixed by the Contract Documents, then this obligation will be void. If the BIDDER fails to execute the proposed Contract or fails to satisfy any of the conditions for executing the Contract, then the SURETY will pay to the DISTRICT the penal sum as liquidated damages within ten (10) days of the failure.

The SURETY executing this instrument agrees that its obligation will not be impaired by any extension of time for acceptance of the Bid that the BIDDER may grant to the District and the SURETY waives any right to be notified of this extension, provided that this waiver of notice will apply only to extensions aggregating not more than sixty (60) days to the period originally allowed for acceptance of the Bid.

Signed and sealed this __________________ day of ____________________________, 20____

BIDDER

By:

SURETY

By:

Attorney-in-Fact

NOTE: The SURETY named on this bond will be one who is licensed to conduct business in the State of Wisconsin and named in the current list of Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies, as published in Circular 570 by the Audit Staff, Bureau of Accounts, U.S. Treasury Department. All bonds signed by an agent must be accompanied by a certified copy of the authority to act for the SURETY at the time of the signing of this bond.

Contract and General Conditions

Water Quality Protection Research Vessel Replacement

Contract M08001C01

This procurement contract (Contract) is between the Milwaukee Metropolitan Sewerage District

(District), with its principal place of business at 260 West Seeboth Street, Milwaukee, Wisconsin

53204-1446 and _____________________ (Vendor), with its principal place of business at

1. PRODUCTS TO BE DELIVERED

The Vendor will deliver the Goods listed in the Specifications on or before October 15, 2026

(Delivery Deadline). The Specifications are attached to and made a part of this Contract.

If by water, the Vendor will deliver the Goods to the Milwaukee Metropolitan Sewerage District headquarters dock (260 West Seeboth Street, Milwaukee, Wisconsin, during the District’s normal business hours. If by land, the Vendor will deliver the Goods to CenterPointe Marine

(700 South Water Street, Milwaukee, Wisconsin, 53204).

2. PRICE

The price of the Goods will be as stated in the Bid submitted by Vendor. The price includes all packaging, transportation costs to the delivery location, insurance, customs duties, fees, and applicable taxes. No increase in prices is effective without the prior written consent of the

District. Unless modified in writing, the District will pay the Vendor an amount not to exceed

$_______, according to the lump sum and unit prices identified in the Bid.

3. DEFINITIONS

CLAIM

A “claim” is a written statement requesting additional time and/or money for acts or omissions during the performance of the Contract. The party asserting the claim must set forth the facts and circumstances for which the other party is responsible.

CONTRACT DOCUMENTS

The “Contract Documents” consist of the Invitation to Bid, the Requirements for Bidders, the

Bid, the Contract Forms, the Specifications, all Addenda issued prior to the opening of Bids, and all duly executed change orders issued after the execution of the Contract.

DEFECTIVE

“Defective” means (i) unsatisfactory, faulty, or deficient; (ii) not conforming to the Contract

Documents; (iii) failing any inspection, test, or approval described in the Contract Documents;

(iv) damaged before acceptance by the Engineer; or (v) not conforming to generally accepted standards of quality.

ENGINEER

“Engineer” means the firm or person designated by the Executive Director of the Milwaukee

Metropolitan Sewerage District as the Milwaukee Metropolitan Sewerage District’s authorized representative for this Contract.

EQUAL

“Equal” means same or better than the specified product named in the Specifications with respect to features, materials of construction, function, performance, reliability, quality, general dimensional configuration, operations and maintenance costs, and static and dynamic loads. The

Engineer will determine quality according to project design requirements.

DISTRICT

“District” means the Milwaukee Metropolitan Sewerage District acting through its Executive

Director or the Executive Director’s duly authorized representative.

4. INTENT OF CONTRACT DOCUMENTS

The written provisions of the Contract Documents represent the entire and integrated agreement between the parties and supersede all prior negotiations, representations, or agreements, either written or oral. The Contract Documents do not create any contractual relationship of any kind between the Engineer and the Vendor.

5. DELIVERY DEADLINE

The Vendor will deliver the specified Goods by the Delivery Deadline or as otherwise agreed in writing by the parties. Timely delivery of the Goods is the essence of this Contract. If the Vendor fails to deliver the Goods in full by the Delivery Deadline, then the District may terminate the

Contract immediately by providing written notice to the Vendor and the Vendor will indemnify the District against any losses, claims, damages, and reasonable costs and expenses directly attributable to Vendor’s failure to deliver the Goods by the Delivery Deadline.

6. TITLE AND RISK OF LOSS

Title passes to District upon delivery of the Goods to the delivery location. The Vendor bears all risk of loss or damage to Goods until delivery of the Goods to the delivery location. The Vendor is solely responsible for all costs of shipping and insurance during transit.

7. PACKAGING

The Vendor will package the Goods according to District’s instructions. In the absence of instructions, the Vendor will package the Goods to achieve delivery in an undamaged condition.

The Vendor must provide written notice to District if the District must return any packaging material. Any return of packaging material will be at the Vendor’s expense.

8. TAXES AND CHARGES

The Vendor will withhold and pay all state and federal withholding taxes; all Social Security taxes; and all state unemployment compensation taxes for its employees. The Vendor will pay all taxes, charges, fees or any other sums whatsoever that are now or may be required to be paid or withheld under any laws. This procurement is exempt from Wisconsin sales and use tax.

9. INSPECTION AND REJECTION OF DEFECTIVE GOODS

The District, represented by the Engineer, has the right to inspect the Goods on or after delivery.

At its sole option, the District may inspect all or a sample of the Goods and may reject all or any portion of the Goods that are Defective.

If the Goods are Defective, the District has the right, effective upon written notice to Vendor, to:

(a) rescind this Contract in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If District requires replacement of the Goods, Vendor will, at its expense, promptly replace the Defective Goods and pay for all related expenses, including but not limited to transportation charges for the return of the

Defective Goods and the delivery of replacement Goods. If the Vendor fails to promptly deliver replacement Goods, then the District may replace them with Goods from a third party and charge the Vendor for the replacement Goods and terminate this Contract. Any inspection or other action by the District under this Section will not reduce or otherwise affect the Vendor’s obligations under this Contract. The District may conduct further inspections after the Vendor has completed its remedial actions.

10. PAYMENT TERMS

The District will pay a fully refundable good-faith deposit of no more than 10% of the purchase price of the Goods. The Vendor will issue an invoice to the District for the deposit upon the placement of District’s order and for the remaining amount due on or after the completion of delivery and only in accordance with the Contract Documents. District will pay all properly invoiced amounts due to the Vendor within 30 days after District’s receipt of the invoice, except for any amounts disputed by District in good faith.

In the event of a payment dispute, the District will deliver a written statement to the Vendor no later than five days before the date payment is due on the disputed invoice. The statement will list all disputed items and provide a reasonably detailed description of each disputed item.

Amounts not disputed are accepted and will be paid, notwithstanding disputes on other items, within the period set forth in this section except that if the Vendor fails to provide the Goods in accordance with the Contract Documents, the District has no obligation to pay the Vendor and the Vendor will refund any deposit in entirety. The parties will seek to resolve all disputes expeditiously and in good faith. The Vendor will continue performing its obligations under this

Contract notwithstanding a dispute.

11. WARRANTIES

The Vendor warrants to the District that for a period of five years (or such longer period as manufacturer’s/supplier’s warranty provides) from the Delivery Deadline, all Goods will: (a) be free from any defects in workmanship, material and design; (b) conform to applicable

Specifications and local, state, and federal regulations; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests or other encumbrances; and (f) not infringe or misappropriate any third party’s patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance, or payment by the District. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of the

District’s discovery of the noncompliance of the Goods with the foregoing warranties. If the

District gives the Vendor notice of noncompliance with this section, then the Vendor will, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming Goods to the Vendor and the delivery of repaired or replacement

Goods to District. The Vendor will assign to the District any manufacturer/supplier warranties covering the Goods.

12. GENERAL INDEMNIFICATION

The Vendor will defend, indemnify, and hold harmless the District and the District’s

Commissioners and employees (collectively, “Indemnitees”) against any loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the products purchased from the Vendor or Vendor’s negligence, willful misconduct or breach of this Contract. The Vendor will not enter into any settlement without the Indemnitees’ prior written consent.

13. INTELLECTUAL PROPERTY INDEMNIFICATION

At its expense, the Vendor will defend, indemnify, and hold harmless the District and any

Indemnitee against any Losses arising out of or in connection with any claim that the District’s or Indemnitee’s use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In no event will the

Vendor enter into any settlement without District’s or Indemnitee’s prior written consent.

14. COMPLIANCE WITH LAW

The Vendor will comply with all applicable laws, regulations and ordinances applicable to this

Contract. Vendor will maintain in effect all the licenses, permissions, authorizations, consents, and permits needed to carry out its obligations under this Contract. The Vendor will comply with all export and import laws of all countries involved in the sale of Goods under this Contract. The

Vendor is responsible for shipments of Goods requiring any government import clearance. The

District may terminate this Contract if any government authority imposes antidumping duties, countervailing duties, or any retaliatory duties on the Goods.

15. ASSIGNMENT

The Vendor will not assign, transfer, delegate or subcontract any of its rights or obligations under this Contract without the prior written consent of the District. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the Vendor of any of its obligations under this Contract.

16. SUBCONTRACTING

Any entity that participated in the preparation of Plans or Specifications for this Contract is prohibited from participating as a Vendor or a subcontractor for this Contract.

The Vendor will not make any changes or substitutions in the listing of subcontractors and suppliers submitted with its Bid without written approval of the District. The Vendor will notify the District in writing of any proposed changes to listed subcontractors or suppliers. The Vendor will provide appropriate documentation and reasons. The District will not approve requests for changes or substitutions based upon price alone.

The Vendor is as fully responsible to the District for the acts and omissions of its subcontractors or suppliers at any tier and of persons either directly or indirectly employed by them as it is for the acts and omissions of persons directly employed by the Vendor.

The Vendor will pay all claims for labor performed, including fringe benefits, and materials used or consumed in the project, including, without limitation because of enumeration, those items listed in Wis. Stat. § 779.14(1e).

The Vendor will comply with Wis. Stat. § 66.0135 and make payments to subcontractors within seven days of receipt of payment by the Vendor from the District. The District may directly subcontractor or to pay the Vendor with checks that are made payable to the Vendor and one or more subcontractors.

The Vendor will include in its agreements with subcontractors, including suppliers and manufacturers of equipment, the provisions and requirements of these Contract Documents as applicable to their role under this Contract, together with any other provisions as may be required pursuant to applicable law. Nothing contained in the Contract Documents will create any contractual relationship between the District or the Engineer and any subcontractor or sub-subcontractor.

17. INSURANCE AND LIABILITY

Every Vendor and all parties furnishing services or product to the District must provide the

District with evidence of the following minimum insurance. These minimum requirements do not limit the liability assumed elsewhere in the contract.

All Vendors will, at their sole expense, maintain the following insurance:

A. Commercial General Liability Insurance including contractual coverage

The limits of this insurance for bodily injury and property damage combined will be at least:

Each Occurrence Limit $1,000,000

General Aggregate Limit $2,000,000

Products-Completed Operations Limit $2,000,000

Personal and Advertising injury Limit $1,000,000

No exclusions for explosion, collapse, or underground work are permissible. This insurance will be primary and non-contributory.

B. Excess or Umbrella Liability Insurance

This insurance will provide additional limits of not less than $5,000,000 per occurrence in excess of the limits stated in (A.) above.

Additional Requirements:

The insurance specified in (A) and (B) will name the District and its commissioners, directors, officers, employees and agents as additional insureds by endorsement to the policies.

Policies must include a severability of liability clause and cross-liability clause.

The Vendor may obtain the required insurance through any combination of primary and excess or umbrella liability insurance.

The Vendor will require each of its subcontractors to maintain insurance as listed above.

Alternatively, the Vendor may provide the required insurance to cover its subcontractors.

Except where prohibited by law, all insurance policies will contain provisions that the insurance companies waive the rights of recovery or subrogation, by endorsement to the insurance policies, against the District; its subsidiaries, agents, servants, invitees, and employees; and their insurers.

The Vendor will provide certificates evidencing the coverage, limits and provisions specified above on or before the execution of this Contract and thereafter upon the renewal of any of the policies.

For any coverage required by this Contract, the Vendor will require all insurers to provide the

District with a 30-day advanced written notice of any cancellation, nonrenewal or material change, and 10-day notice of cancellation for nonpayment.

Coverage must be obtained from carriers with an A. M. Best rating of A- 10 or better.

Mail insurance information to:

Milwaukee Metropolitan Sewerage District

260 W. Seeboth Street

Milwaukee, WI 53204-1446

Attn. Safety and Risk Management Specialist

18. WAIVER OF SUBROGATION

The District and the Vendor waive all rights against (i) each other and the subcontractors, agents, and employees each of the other, and (ii) the Engineer, and separate contractors, if any, and their subcontractors, agents, and employees for damages caused by any peril to the extent covered by insurance required by this Contract or any other applicable insurance, except rights as they may have to the proceeds of insurance held by the District as trustee.

19. NO PERSONAL LIABILITY OF PUBLIC OFFICIALS

No public officials or their employees or agents will have any personal liability for claims related to this Contract.

20. “EQUAL” GOODS

Except for items where alternatives are specifically prohibited, whenever any material, article, device, product, fixture, form, type of construction, or process is indicated or specified by patent, proprietary name, name of manufacturer, or catalog number, these specifications are to be used for establishing a standard of quality and facilitating the description of the Goods desired. A product name or description does not eliminate from competition other items of equal quality by others. The Vendor may submit complete comparative data to the Engineer for consideration.

The Vendor will not order, deliver, or use Equal Goods unless the Engineer approves them in writing. The Engineer will be the sole judge of the equivalency.

If the Engineer determines the proposed item is not Equal, then it is a substitute. The Engineer is not required to accept a substitute, and, if not accepted, the Vendor will furnish the specified item.

Requests for review of equivalency will not be accepted from anyone except the Vendor.

Responsibility for the adequacy and performance of an Equal lies solely with the Vendor. All requests from the Vendor for consideration of an Equal will clearly state any deviation from the

Specifications.

When an Equal is accepted, but its use alters the design or space requirements, the Vendor will make any necessary modifications at its expense.

21. FORCE MAJEURE

Neither party will be liable to the other for any delay or failure in performing its obligations under this Contract to the extent that delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without the party’s fault or negligence, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable (Force Majeure Event). Force Majeure Events include but are not limited to acts of god or the public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, embargoes, and industrial disturbances. The

Vendor’s economic hardship or changes in market conditions are not considered Force Majeure

Events. The Vendor will use all diligent efforts to end the failure or delay of its performance, minimize the effects of any Force Majeure Event, and resume performance. If a Force Majeure

Event prevents the Vendor from fulfilling its obligations under the Contract for a continuous period of more than 30 business days, the District may terminate this Contract immediately by giving written notice to Vendor.

22. TERMINATION

The District may terminate this Contract, in whole or in part, at any time with or without cause for undelivered Goods on 10 days’ prior written notice to the Vendor. In addition to any remedies that may be provided under this Contract, the District may terminate this Contract with immediate effect upon written notice to the Vendor, either before or after the acceptance of the

Goods, if Vendor has not performed or complied with these Contract Documents in whole or in part. If the Vendor becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the District may terminate this Contract upon written notice to Vendor. If District terminates this Contract for any reason, the Vendor’s sole and exclusive remedy is payment for the Goods received and accepted by District before the termination.

23. LIQUIDATED DAMAGES

Reserved.

24. CHANGE ORDERS

The District’s request for cost quotations for additions or changes is not authorization to proceed with such additions or changes. A written and duly authorized change order is required for any additions or changes.

25. DISPUTES

If a dispute arises under this Contract, then the parties will first try to resolve the dispute with the help of a mutually acceptable mediator in Milwaukee County. The parties will equally share all costs and fees associated with the mediation, except that each party will pay its own attorney fees. Whenever a party decides mediation is not likely to resolve the dispute, that party may take the matter to court. In action brought under this Contract, venue will be proper only in either the

Wisconsin Circuit Court for Milwaukee County or the United States District Court for the

Eastern District of Wisconsin. The laws of Wisconsin govern disputes arising under or related to this Contract.

26. NO WAIVER OF RIGHTS

Neither the inspection by the District, through the Engineer or any District employees, nor any contract by the District for payment of money, nor any payment for or acceptance of the whole or any part of the Goods by the District or Engineer, nor any extension of time, nor any possession taken by the District or its employees, will operate as a waiver of any provision of this Contract, any power herein reserved to the District, or any right to damages herein provided, nor will any waiver by the District of any breach in this Contract be held to be a waiver of any other or subsequent breach.

27. CONFIDENTIAL INFORMATION

All non-public, confidential, and proprietary information of the District, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by the District to the Vendor, (orally or disclosed or accessed in written, electronic, or other form or media) and whether or not marked, designated, or otherwise identified as confidential, in connection with this Contract is confidential, solely for the use of performing this Contract, and Vendor will not disclose or copy it unless authorized by the District in writing. Upon the District’s request, the Vendor will promptly return all documents and other materials received from the District. The District will be entitled to injunctive relief for any violation of this section. This section will not apply to information that is: (a) in the public domain; (b) known to the Vendor at the time of disclosure;

or (c) rightfully obtained by the Vendor on a non-confidential basis from a third party.

28. RELATIONSHIP OF THE PARTIES

The relationship between the District and the Vendor is that of independent contractors. Nothing contained in this Contract creates any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party will have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity will be construed from this Contract.

29. CUMULATIVE REMEDIES

The rights and remedies under this Contract are cumulative and in addition to not in substitution for any other rights and remedies available at law, in equity, or otherwise.

30. NOTICES

All notices, request, consents, claims, demands, waivers, and other communications will be in writing and addressed to the party at the address set forth on the face of this Contract or to another address designated by the receiving party in writing. All notices will be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile

(with confirmation of transmission), or certified or registered mail. In each case, return receipt will be requested and postage prepaid. Except as otherwise provided in this Contract, notice is effective only (a) upon receipt of the receiving party and (b) if the party giving the notice has complied with the requirements of this section.

SIGNATURES ON NEXT PAGE

MILWAUKEE METROPOLITAN SEWERAGE

DISTRICT

VENDOR NAME

By: _________________________________ By: _________________________________

Kevin L. Shafer, P.E., Executive Director

Name _______________________________

Title _______________________________

Date: _________________________________

Date: ________________________________

Approved as to form:

Attorney for the District

Specifications

Water Quality Protection Research Vessel Replacement

Contract M08001C01

I. GENERAL REQUIREMENTS

A. New Vessel and Equipment

The vessel and all equipment (Goods) must be new and unused of the current model year.

B. Documentation

The Vendor will provide upon or before delivery the

• unique 12-character HIN meeting one of the U.S. Coast Guard-approved formats,

• manufacturer’s statement of origin (MSO),

• bill of sale,

• warranty information,

• preventive and repair maintenance instructions and spare parts lists, and

• owner’s manual(s) for the vessel as well as all components delivered/installed in the vessel and any binder service for updates.

C. Service

The research vessel (R/V) must be suitable for conducting water quality monitoring on

Milwaukee-area rivers and Lake Michigan from March through December in most weather and water conditions. The R/V must be equipped to support an average crew size of four, and the vessel will be designated as a U.S. Coast Guard uninspected passenger vessel. The R/V and equipment must be compliant with local, state, and federal law and regulations.

II. TECHNICAL REQUIREMENTS

A. Size

• Maximum internal volume: 99 gross register tonnage

• Length: 38-50 feet

• Beam: 11-16 feet

• Maximum draft: 6 feet

• Maximum air draft: 17 feet (equivalent for lowered…