839449shoreOcity.pdf

MAYOR & CITY COUNCIL OCEAN CITY

PROCUREMENT DEPARTMENT

BID DOCUMENT FOR

B03-27 – NORTHSIDE PARK LIVING SHORELINE

BID TIMELINE OF EVENTS

PRE-BID MEETING:

THURSDAY, SEPTEMBER 3RD, 2026 AT 10:00AM EST AT

NORTHSIDE PARK, 200 125TH STREET, OCEAN CITY, MARYLAND

21842

LAST DAY FOR QUESTIONS:

THURSDAY, SEPTEMBER 17TH, 2026 AT 4:00PM EST

ADDENDUM POSTING:

FRIDAY, SEPTEMBER 18TH, 2026 BY CLOSE OF BUSINESS

BID SUBMISSION TIME AND DATE:

FRIDAY, OCTOBER 9TH, 2026 BY 10:00AM EST

BID OPENING TIME AND DATE:

MAYOR AND CITY COUNCIL WORK SESSION – TUESDAY,

OCTOBER 13TH, 2026 AT 1:00PM EST

BID SUBMISSION AND OPENING LOCATION:

301 NORTH BALTIMORE AVENUE, ROOM 230

ATTENTION: CITY CLERK, OCEAN CITY, MARYLAND 21842

SECTION I: INTRODUCTION

1. PURPOSE

2. CLARIFICATION OF TERMS

3. QUESTIONS AND INQUIRIES

4. FILLING OUT BID DOCUMENTS

5. SUBMISSION OF BID DOCUMENTS

6. OPENING OF BID DOCUMENTS

7. ACCEPTANCE OR REJECTION OF BID DOCUMENTS

8. NOTICE TO VENDORS

9. PRE-BID MEETING

10. BID BOND

11. TIME FOR COMPLETION AND LIQUIDATION DAMAGES

SECTION II: GENERAL INFORMATION

1. ECONOMY OF BID DOCUMENTS

2. RESPONSIBILITIES OF THE VENDOR

3. PROPRIETARY INFORMATION OR TRADE SECRETS

4. OWNERSHIP OF MATERIALS

5. CONTRACT AWARD

6. NOTICE TO PROCEED

7. AUDIT

8. NONPERFORMANCE

9. MODIFICATION OR WITHDRAWAL OF BID DOCUMENTS

10. DEFAULT

11. COLLUSION/FINANCIAL BENEFIT

12. TAX EXEMPTION

13. EQUAL EMPLOYMENT OPPORTUNITY AND NON-DISCRIMINATION

14. STATUS OF VENDOR

15. APPLICABLE LAWS

16. SUSPENSION OR TERMINATION FOR CONVENIENCE

17. ADDENDUM

18. AVAILABILITY OF FUNDING

19. FORCE MAJEURE

20. DEBRIEFING PROCESS

21. PROTESTS

22. FEDERAL TAX IDENTIFICATION NUMBER

23. BID RESULTS

24. PAYMENT

25. INVESTIGATION OF REFERENCES AND CONSIDERATION OF PAST PERFORMANCES

26. BIDS ARE OFFERS

27. CONTINGENT BIDS

28. REPRESENTATIONS AND WARRANTIES

29. CONFLICT OF INTEREST

30. NO THIRD-PARTY BENEFICIARIES

31. TIME IS OF THE ESSENCE

32. ATTACHMENTS

33. MERGER

34. INSURANCE REQUIREMENTS

SECTION III: GENERAL CONDITIONS

1. DEFINITIONS-Wherever used in the BID DOCUMENTS, the following terms will have the meanings indicated which will be applicable to both the singular and plural thereof

2. MATERIALS, WORK AND FACILITIES

3. INSPECTION AND TESTING

4. SURVEYS, PERMITS, REGULATIONS

5. PROTECTION OF WORK, PROPERTY AND PERSONS

6. SUPERVISION BY SUCCESSFUL VENDOR

7. CHANGES IN THE WORK

8. CHANGES IN CONTRACT PRICE

9. TIME FOR COMPLETION

10. TERMINATION FOR CONVENIENCE

11. SUSPENSION OF WORK, TERMINATION AND DELAY

12. INDEMNIFICATION

13. SEPARATE CONTRACTS

14. SUBCONTRACTING

15. CITY ENGINEER’S AUTHORITY

16. GUARANTY

17. SAFETY

18. COMMUNICATION

19. SUCCESSFUL VENDOR’S SCHEDULES

20. HAZARDOUS MATERIALS

SECTION IV: SUPPLEMENTAL GENERAL CONDITIONS

1. GENERAL

2. DRAWINGS AND SPECIFICATIONS

3. SAFETY

4. OTHER WORK BY THE TOWN

5. SURVEYS

6. TEMPORARY SERVICES

7. COMMUNICATION

8. UNDOCUMENTED WORKERS

SECTION V: EVALUATION AND SELECTION PROCESS

1. EVALUATION

REFERENCES

ADDENDA ACKNOWLEDGEMENT

INDIVIDUAL PRINCIPAL

VENDOR’S AFFIDAVIT OF QUALIFICATION TO BID

NON-COLLUSIVE AFFIDAVIT

NOTICE TO PROCEED

BID BOND

CONTRACT

BID FORM

SCOPE OF WORK

SECTION I: INTRODUCTION

1. PURPOSE

1.1. The purpose of this Invitation to BID is for the Mayor & City Council Ocean City (“Town”) to Contract for the B03-27 – NORTHSIDE PARK LIVING SHORELINE (“Work”) and for said Work to be in conformity with the requirements contained herein (“BID Document(s)”).

2. CLARIFICATION OF TERMS

2.1. Professional firms, organizations, or individuals that submit a BID for Award of a Contract (“Contract”) are referred to as Vendors (“Vendors”) in this BID Document. The Vendor that is Awarded the Contract is herein referred to as the (“Successful Vendor”).

3. QUESTIONS AND INQUIRIES

3.1. For information regarding BID Documents and Solicitation requirements, please contact Matt Perry at mperry@oceancitymd.gov or call (410) 723-6647, or Dawn Leonard at dleonard@oceancitymd.gov or call

(410) 723-6643.

3.2. Copies of the BID Documents are available on the Town’s website or by calling (410) 723-6647 during normal business hours. (https://oceancitymd.gov/oc/procurement-BIDs/ )

4. FILLING OUT BID DOCUMENTS

4.1. Use only forms supplied by the Town.

4.2. Submit (1) unbound original, along with (1) bound copies and (1) Thumb Drive.

4.3. BID Documents should be complied as follows: (1) Cover Letter, (2) Form of BID, (3) References, (4)

Exceptions Document, if necessary, (5) Individual Principal Document, (6) Vendor’s Affidavit of Qualification to BID, (7) Non-Collusive Affidavit, (8) Signed Addenda, if necessary, (9) BID Bond, (10) Payment and Performance Bond.

4.4. All blanks on the BID Documents will need to be filled in electronically or manually in ink.

4.5. Where so indicated by the make-up of the BID Documents, sums will be expressed in both words and figures, and in the case of a discrepancy between the two, the amount written in words will govern. In the event there is a discrepancy between the unit price and the extended totals, the unit prices will govern.

4.6. Any interlineation, alteration, or erasure will be initialed by the signer of the BID Documents.

4.7. Each copy of the BID Documents will be signed by the person(s) legally authorized to bind the Vendor to a

Contract, using the legal name of the signer. BID Documents submitted by an agent will have a current Power of Attorney attached certifying the agent’s authority to bind the Vendor.

4.8. Vendor will supply all information and submittals required by the BID Documents to constitute a proper and responsible “Completed BID Document” package.

4.9. Any ambiguity in the BID Documents as a result of omission, error, lack of clarity or non-compliance by the Vendor with specifications, instructions, and/or all conditions of bidding will be construed in the light most favorable to the Town.

5. SUBMISSION OF BID DOCUMENTS

5.1. All copies of the BID Documents and any other documents required to be submitted with the BID

Documents will be enclosed in a sealed envelope. The envelope will be addressed to the Mayor & City Council Ocean City, Attention: City Clerk, 301 North Baltimore Avenue, Ocean City, Maryland 21842 and will be identified with the Work name: B03-27 – NORTHSIDE PARK LIVING SHORELINE and the

Vendor’s name, address, and license number. If the BID Documents are sent by mail, the sealed envelope will be enclosed in a separate mailing envelope with the notation “SEALED BID DOCUMENTS ENCLOSED” on the face thereof.

mailto:mperry@oceancitymd.gov mailto:dleonard@oceancitymd.gov http://oceancitymd.gov/oc/departments/finance/procurement/#tab-1420746537421-3-4 https://oceancitymd.gov/oc/procurement-bids/

5.2. Sealed BID Documents are due no later than FRIDAY, OCTOBER 9TH, 2026 AT 10:00AM EST, and will be opened, read aloud, and then remanded back to staff for further review at the MAYOR AND CITY COUNCIL WORK SESSION ON TUESDAY, OCTOBER 13TH, 2026. BID’s are to be submitted to the Mayor & City Council Ocean City, Attention: City Clerk; Room 230, 301 North Baltimore Avenue, Ocean City, Maryland 21842 and must note the name of the Solicitation

(B03-27 – NORTHSIDE PARK LIVING SHORELINE) on the outside of the package.

5.3. BID Documents will be deposited at the designated location prior to the time and date for receipt of BID

Documents as indicated in the Advertisement or Request for BID, or any extension made by Addendum.

BID Documents received after the time and date for receipt will be returned unopened.

5.4. Vendor will assume full responsibility for taking whatever measures necessary to ensure that the BID Documents reach the Town’s office prior to the local time and date specified for receipt of BID Documents. The Town will NOT BE RESPONSIBLE for any BID Document delayed in the postal or other delivery service nor any late BID Document, Amendment, or Request for Withdrawal of BID Document, received after the BID Document submission date.

5.5. Vendors, or their authorized agents, are expected to fully inform themselves as to the conditions, requirements, and specifications before submitting BID Documents; failure to do so will be at the Vendor’s own risk.

5.6. A fully executed Affidavit of Qualification to BID will be attached to each BID Document.

5.7. MINORITY VENDORS ARE ENCOURAGED TO PARTICIPATE.

5.8. All Vendor submitted BID Documents will be valid for a minimum of three hundred (300) days from the date of BID Document opening. Vendors cannot withdraw their BID Documents within three hundred

(300) days after the BID Opening Date.

5.9. E-mail or faxed BID Documents will not be accepted.

6. OPENING OF BID DOCUMENTS

6.1. BID Documents received on time will be opened publicly and Vendor’s names and total costs will be read aloud for the record.

6.2. The Contract will be Awarded or all BID Documents will be rejected within three hundred (300) days from the date of the BID Document opening.

7. ACCEPTANCE OR REJECTION OF BID DOCUMENTS

7.1. Unless otherwise specified, the Contract will be Awarded to the most RESPONSIBLE and RESPONSIVE

Vendor complying with the provisions of the BID Documents, provided the BID price is reasonable, does not exceed the funds available, and it is in the best interest of the Town to accept it. The Town reserves the right to reject the BID Documents of any Vendor who has previously failed to perform properly in any way or complete on time Contracts of a similar nature; or a BID Document from a Vendor who, investigation shows, is not in a position to perform the Contract; or BID Documents from any person, firm, or corporation which is in arrears or in default to the Town for any debt or Contract. A selection criterion will be explained in the Scope of Work.

7.2. Completed BID Documents from Vendors debarred from doing business with the State of Maryland or the Federal Government will not be accepted.

7.3. Conditional or qualified BID’s will not be accepted.

7.4. In determining a Vendor’s RESPONSIBILITY, the Town may consider the following qualifications, in addition to price:

7.4.1. Ability, capacity, and skill to provide the commodities or services required within the specified time, including future maintenance and service, and including current financial statement or other evidence of pecuniary resources and necessary facilities.

7.4.2. Character, integrity, reputation, experience, and efficiency.

7.4.3. A minimum of Five (5) years providing the Goods and/or Services described in this BID Document under the Vendor name that is submitting a Completed BID Document, with references to validate this requirement.

7.4.4. Quality of past performance on previous or existing Contracts, including a list of current and past Contracts and other evidence of performance ability.

7.4.5. Previous and existing compliance with laws and ordinances relating to Contracts with the Town and to the Vendor’s employment practices.

7.4.6. Evidence of adequate insurance to comply with Contract terms and conditions.

7.4.7. Statement of current work load and capacity to perform/provide the Goods and/or Services.

7.4.8. Explanation of methods to be used in fulfilling the Contract.

7.4.9. The Vendor, if requested, will be prepared to supply evidence of its qualifications, listed above, and its capacity to provide/perform the Goods and/or Services; such evidence to be supplied within a specified time and to the satisfaction of the Town.

7.5. In determining a Vendor’s RESPONSIVENESS, the Town will consider whether the BID Document conforms in all material respects to the BID Documents. The Town reserves the right to waive any irregularities that may be in its best interest to do so.

7.6. The Town will have the right to reject any and all BID Documents, where applicable to accept in whole or in part, to add or delete quantities, to waive any informalities or irregularities in the BID Document received, to reject a BID Document not accompanied by required BID security or other data required by the BID Documents, and to accept or reject any BID Document which deviates from specifications when in the best interest of the Town. Irrespective of any of the foregoing, the Town will have the right to Award the Contract in its own best interests.

8. NOTICE TO VENDORS

8.1. Before a Vendor submits the BID Documents it will need to become fully informed as to the extent and character of the Work required and are expected to completely familiarize themselves with the requirements of this BID Document’s specifications including examination of site, review of drawings, and any Addenda. Failure to do so will not relieve the Vendor of the responsibility to fully perform in accordance therewith. No consideration will be granted for any alleged misunderstanding of the material to be furnished or the Work to be performed, it being understood that the submission of a BID Document is an Agreement with all of the items and conditions referred to herein.

8.2. The Town will provide Vendors, prior to BID Document Opening Date, all information which is pertinent to and delineates and describes the land owned and rights-of-way acquired or to be acquired.

8.3. The Successful Vendor will supply the names and addresses of major material suppliers and sub- Contractors when requested to do so by the Town.

9. PRE-BID MEETING

9.1. A Pre-BID Meeting is applicable for this Invitation to BID, and will be held on THURSDAY, SEPTEMBER 3RD, 2026, AT 10:00AM EST AT NORTHSIDE PARK, 200 125TH STREET, OCEAN CITY, MARYLAND 21842. The Last Day for Questions will be on THURSDAY, SEPTEMBER 17TH, 2026 AT 4:00PM EST. The Addendum will be posted by close of business on FRIDAY, SEPTEMBER

18TH, 2026 BY CLOSE OF BUSINESS.

10. BID BOND

10.1. BID Documents must be accompanied by a BID Bond payable to the Town for Five (5%) percent of the total amount of the BID. After the analysis of the BID Documents, the Town will return BID Bonds to all Vendors except the three (3) most responsive and responsible Vendors. After execution of the Contract, and receipt, execution, and approval of the Successful Vendor’s Payment and Performance Bond, the BID Bonds of the two (2) remaining unsuccessful Vendors will be returned. A certified check may be used in lieu of a BID Bond.

10.2. The Town, at its discretion, may consider a Vendor in default if the Vendor fails to execute the Contract, in which the Town will retain said BID Bond.

10.3. The Successful Vendor will be required to provide the Town with a Performance Bond and Payment Bond, each in the amount of 100 percent of the Contract Price, with a corporate surety approved by the Town for the faithful performance of the Contract.

10.3.1. Attorneys-in-fact who sign BID Bonds or Performance Bonds and Payment Bonds must file with each Bond a certified and effective dated copy of their power of attorney.

10.4. The Successful Vendor will within fourteen (14) days after the receipt of the Notice to Award furnish the

Town with a Performance Bond and Payment Bond in penal sums equal to the amount of the Contract Price, conditioned upon the performance by the Successful Vendor of all undertakings, covenants, terms, conditions, and agreements of the BID Documents, and upon the prompt payment by the Successful Vendor to all persons supplying labor and materials in the prosecution of the Work provided by the BID Document. Such Bonds will be executed by the Successful Vendor and corporate bonding company licensed to transact such business in the State in which the Work is to be performed and named on the current list of "Surety Companies Acceptable on Federal Bonds" as published in the Circular Number 570.

The expense of these Bonds will be borne by the Successful Vendor. If at any time a surety on any such Bond is declared as bankrupt or loses its right to do business in the State of Maryland OR IS REMOVED FROM THE LIST OF SURETY COMPANIES ACCEPTED ON FEDERAL Bonds, Successful Vendor will within ten

(10) days after notice from the Town TO DO SO, SUBSTITUTE AN ACCEPTABLE Bond(s) in such form and sum and signed by such other surety or sureties as may be satisfactory to the Town.

11. TIME FOR COMPLETION AND LIQUIDATION DAMAGES

11.1. The date of beginning and the time for completion of the Work are essential conditions of the BID

Documents and the Work embraced will be commenced on a date specified in the Notice to Proceed.

11.2. The Successful Vendor will proceed with the Work at such rate of progress to insure full completion within the Contract Time. It is expressly understood and agreed, by and between the Successful Vendor and the Town, that the Contract Time for the completion of the Work described herein is a reasonable time, taking into consideration the average climatic and economic conditions and other factors prevailing in the locality of the Work.

11.3. If the Successful Vendor fails to complete the Work within the Contract Time, or extension of time granted by the Town, then the Successful Vendor will pay to the Town $500.00 per calendar day that the Successful Vendor is in default after the time stipulated in the BID Documents.

11.4. The Successful Vendor will not be charged with liquidated damages or any excess cost when the delay in completion of the Work is due to the following, and the Successful Vendor has promptly given written notice of such delay to the City’s Engineer.

11.4.1. To any preference, priority, or allocation order issued by the City’s Engineer.

11.4.2. To any unforeseeable causes beyond the control and without the fault or negligence of the

Successful Vendor, including but not restricted to, acts of God, or of the public enemy, acts of the Town, acts of another Vendor in the performance of a Contract with the Town, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and abnormal and unforeseeable weather.

11.4.3. To any delays of sub-Contractors occasioned by any of the causes specified in the BID document.

END OF SECTION

SECTION II: GENERAL INFORMATION

1. ECONOMY OF BID DOCUMENTS

1.1. BID Documents will be prepared simply and economically, providing straightforward and concise description of the Vendor’s capabilities to satisfy the requirements of the BID Documents. Emphasis should be on completeness and clarity of content. Elaborate brochures and other representations beyond that sufficient to present a complete and effective BID Document are neither required nor desired.

2. RESPONSIBILITIES OF THE VENDOR

2.1. The Vendor will be responsible for the professional quality and technical accuracy of their advice and other Work furnished in the BID Documents. The Vendor will perform the Work with the degree of skill that is normally exercised by recognized professionals as the Standard of Care with respect to Work of a similar nature.

2.2. Neither the Town’s review, approval, or acceptance of, nor payment for, any of the Work required under the Awarded Contract will be construed to operate as a waiver of any rights under the Contract or any cause of action arising out of the performance of the Contract, and the Vendor will be liable to the Town in accordance with applicable law for all damages to the Town caused by the Vendor’s negligent performance of any of the Work furnished under the Contract.

2.3. The rights of the Town provided for under the Awarded Contract are in addition to any rights and remedies provided by law.

3. PROPRIETARY INFORMATION OR TRADE SECRETS

3.1. The Vendor may invoke proprietary information or trade secret protection for submission of any data/material by (1) identifying the data/material in a written description, (2) clearly marking the data/material as proprietary, and (3) provide a written statement detailing the reasons why protection is necessary. The Town reserves the right to ask for additional clarification prior to establishing protection.

4. OWNERSHIP OF MATERIALS

4.1. Ownership of all material and documentation originated and prepared pursuant to the BID Documents will belong exclusively to the Town and is subject to public inspection in accordance with the Freedom of Information Act. Trade secrets or proprietary information submitted by a Vendor in connection with a procurement transaction will not be subject to disclosure under the Freedom of Information Act.

However, the Vendor must invoke the protections of this section and be in accordance with Section 3.1.

5. CONTRACT AWARD

5.1. A written Award by the Town to the Successful Vendor in the form of a Purchase Order or other Contract document will result in a binding Contract. If the Successful Vendor fails or refuses to sign and deliver the Contract and the required insurance documentation, the Town will have the right to Award to the next responsible and responsive Vendor. The Successful Vendor will be required to execute the Contract within fourteen (14) calendar days from the date on the Notice of Award letter. The Town will send the Contract and any Bond Forms with the Notice of Award letter.

5.2. BID Documents and Contracts issued by the Town will bind the Vendor to applicable conditions and requirements herein set forth, unless otherwise specified in the BID Documents, and are subject to all federal, state, and municipal laws, rules, regulations, and limitations.

5.3. Town personal property Taxes (“Taxes”) must be on a current basis; if any such Taxes are delinquent, they must be paid before Award of Contract. Failure to pay will result in the Award of Contract to another Vendor.

5.4. The Town reserves the right to engage in individual discussions and interviews with those Vendors deemed fully qualified, responsible, suitable and professionally competent to provide the required Work should the Work size warrant it. Vendors will be encouraged to elaborate on their qualifications, performance data, and staff expertise. Proprietary information from competing Vendors will not be disclosed to the public or to competitors.

6. NOTICE TO PROCEED

6.1. The Town will issue a Notice to Proceed within ten (10) calendar days from the execution of the Contract.

If for any reason the Notice to Proceed cannot be issued within ten (10) days, from the execution of the Contact, the Town and the Vendor, upon mutual agreement, will extend the Contract Time.

6.2. If the Town does not issue the Notice to Proceed within the ten (10) day period or within the period mutually agreed upon the Vendor may terminate the Contract without further liability on the part of either party.

7. AUDIT

7.1. The Successful Vendor agrees to retain all books, records, and other documents relative to the Awarded

Contract for five (5) years after final payment, or until audited. The Town, its authorized agents, and/or State auditors will have full access to and the right to examine any of said materials during said period.

8. NONPERFORMANCE

8.1. The Town reserves the right to inspect all operations and to withhold payment for any goods not performed or not performed in accordance with the specifications in this BID Document. Errors, omissions, or mistakes in performance will be corrected at no cost to the Town. Failure to do so will be cause for withholding of payment for that Work. In addition, if deficiencies are not corrected in a timely manner, the Town may characterize the Successful Vendor as uncooperative, which may jeopardize future Work order Solicitations.

9. MODIFICATION OR WITHDRAWAL OF BID DOCUMENTS

9.1. A BID Document may not be modified, withdrawn, or cancelled by the Vendor during the stipulated time period following the time and date designated for the receipt of BID Documents, and each Vendor so agrees in submitting BID Documents.

10. DEFAULT

10.1. The Contract may be cancelled or annulled by the Town in whole or in part by written notice of default to the Successful Vendor upon non-performance, violation of Contract terms, delivery failure, bankruptcy or insolvency, any violation of federal, state, or local laws, or the making of an assignment for the benefit of creditors. An Award may then be made to the next most highly rated Vendor, or when time is of the essence, similar commodities and/or service may be purchased on the open market. In either event, the defaulting Vendor (or its surety) will be liable to the Town for cost to the Town in excess of the defaulted Contract price.

11. COLLUSION/FINANCIAL BENEFIT

11.1. The Vendor certifies that its Completed BID Document is made without any previous understanding, agreement, or connection with any person, firm, or corporation making a BID Document for the same Work; without prior knowledge of competitive prices; and is in all respects fair, without outside control, collusion, fraud, or otherwise illegal action.

11.2. Upon signing the BID Document, Vendor certifies that no member of the governing body of the Town, or members of his/her immediate family, including spouse, parents or children, or any other officer or employee of the Town, or any member or employee of a Commission, Board, or Corporation controlled or appointed by the Mayor or Council has received or has been promised, directly or indirectly, any financial benefit, related to this BID Document and subsequent Contract.

12. TAX EXEMPTION

12.1. The Town is exempt from Federal Excise Taxes, Maryland Sales and Use Taxes, and Transportation Taxes.

This exemption cannot be used by Vendors doing business with the Town. Vendors are responsible for State Sales Tax of real property furnished and installed or constructed for the Town.

13. EQUAL EMPLOYMENT OPPORTUNITY AND NON-DISCRIMINATION

13.1. All Vendors are subject to, and must comply with, the provisions of all applicable state and federal anti-discrimination laws. The Town encourages equal employment opportunity to businesses owned and controlled by minorities and women.

13.2. The Successful Vendor will not discriminate against any employee or applicant for employment or any member of the public because of race, color, creed, religion, national origin, sex, sexual preference, disability, marital status, age; or otherwise commit an unfair employment practice. Vendor further agrees that this nondiscriminatory agreement will be incorporated by the Vendor in all Contracts entered into with suppliers of commodities and services, Contractors and Sub-Contractors, and all labor organizations furnishing skilled, unskilled, and craft union skilled labor, or who may perform any such labor or services in connection with the Contract.

14. STATUS OF VENDOR

14.1. The Vendor will be responsible to the Town for acts and omissions of their employees, Sub-Contractors, and their agents and employees, and other persons performing portions of the Work under the Contract or other arrangement with the Vendor.

14.2. It is understood that the relationship of Vendor to the Town will be that of an “Independent Contractor.”

Nothing contained herein will be deemed or construed to (1) make the Vendor the agent, servant, or employee of the Town, or (2) create any partnership, joint venture, or other association between the Town and the Vendor.

15. APPLICABLE LAWS

15.1. Vendor will observe and comply with all applicable federal, state, and local laws and regulations in the performance of the Contract. The Contract will be construed and interpreted in accordance with the laws of the State of Maryland and all questions of performance hereunder will be determined in accordance with such laws.

16. SUSPENSION OR TERMINATION FOR CONVENIENCE

16.1. The Town will have the right, at any time by written notice, for its convenience, to suspend the Work under the Contract for such time as may be determined by the Town to be necessary or desirable up to ninety (90) days, unless a longer time is agreed upon in writing by both parties; and thereafter, to require resumption of the whole or any part of the Work without invalidating the provisions of the Contract.

16.2. The Town will have the right, at any time by written notice, for its convenience, to terminate the Work in whole or in part.

16.3. Any notice issued pursuant to Sections 17.1 and/or 17.2 will state the extent and effective date of such notice, except as otherwise directed, the Vendor will stop Work on the date of receipt of the Notice of Termination or other date specified in the notice; place no further orders or sub-Contracts for materials, services, or facilities, except as necessary for the completion of such portion of the Work not terminated.

16.4. The Vendor, within thirty (30) days of the Notice of Termination, will submit a final invoice reflecting Work actually furnished pursuant to the Contract to the satisfaction of the Town and for which no previous invoice was submitted to the Town.

16.5. In the event of a termination, pursuant to Section 17.2, the Town will pay the Vendor’s expenses verified by final invoice as set forth in Section 17.4 for the following:

16.5.1. Completed and acceptable Work executed in accordance with the Contract prior to the effective date of termination, including fair and reasonable sums for overhead and profit for such Work;

16.5.2. Expenses sustained prior to the effective date of termination in performing Work and furnishing labor, materials, or equipment as required by the Contract in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit.

16.6. The Vendor will not be paid on account of loss of anticipated profits or revenues or for Work not completed prior to the date of termination of the Contract.

17. ADDENDUM

17.1. No oral statements of any person will modify or otherwise affect or interpret the meaning of the

Contract specifications, or the terms, conditions, or other portions of the Contract. All modifications and every request for any interpretation must be addressed to the Mayor & City Council Ocean City’s Procurement Manager and to be given consideration, must be received at the above address at least seven (7) days prior to the date fixed for the opening of BID Documents.

17.2. Any and all interpretations, corrections, revisions, and amendments will be issued by the Procurement Manager to all holders of BID Documents in the form of written Addenda. Vendors are cautioned that any oral statements made by any Town employee that materially change any portion of the BID Documents will not be relied upon unless subsequently ratified by a formal written amendment to the BID Document.

17.3. All Addenda will be issued so as to be received at least five (5) days prior to the time set for receipt of BID Documents, and will become part of the Contract and will be acknowledged in the BID Document form.

Failure of any Vendor to receive any such Addenda will not relieve said Vendor from any obligation under the BID Document as submitted.

17.4. Vendors are cautioned to refrain from including in their BID Document any substitutions which are not confirmed by written Addenda. To find out whether the Town intends to issue an Amendment reflecting an oral statement made by any employee, contact the Mayor & City Council Ocean City’s Procurement Manager during normal business hours.

17.5. The Mayor & City Council Ocean City’s Procurement Manager reserves the right to postpone the BID Document opening for any major changes occurring in the 5-day interim which would otherwise necessitate an Addendum.

18. AVAILABILITY OF FUNDING

18.1. Any resulting Agreement, Contract, or issuance of Purchase Orders is contingent upon the availability of funding and allocation of City funds. The Town may cancel any Agreement, Contract, or Purchase Order immediately, by giving written notice to the Successful Vendor, in the case of a reduction or elimination of funds or funding for any project, commodity or service.

19. FORCE MAJEURE

19.1. Neither party will be liable for delays, or defaults in the performance of this Contract due to Acts of God or the public enemy, riots, strikes, fires, explosions, accidents, governmental action of any kind or any other causes of a similar character beyond its control and without its fault or negligence.

20. DEBRIEFING PROCESS

20.1. Unsuccessful Vendors, upon request and that responded to an Invitation for BID, will be provided a

Vendor debriefing regarding the reasons that the Proposal or BID submitted by the Unsuccessful Vendor was not Awarded the Solicitation. The debriefing may occur five (5) business days after the Vendor request but prior to Contract signatures.

20.2. The Procurement Department will hold one debriefing meeting with all Vendors who requested such.

21. PROTESTS

21.1. To ensure fairness to all Vendors and to promote open competition, the Town will actively follow-up and be consistent in responding to a Vendor protest concerning Contract Awards.

21.1.1. The Vendor will submit to the Procurement Manager a written request for a protest meeting which will be received by the Procurement Department within fourteen (14) consecutive calendar days from the date of the Contract Award. The Vendor’s letter will contain specific reasons and any supporting documentation for the reasons, describing why they have a concern with the Award. If the letter does not contain this information, or if the Procurement Manager determines that a meeting would serve no useful purpose, then the Procurement Manager may, within ten (10) consecutive calendar days from the date of receipt of the letter, respond in writing to the Vendor and refuse the protest meeting request. Otherwise, the Procurement Manager must notify the protesting Vendor within the 10-calendar day period that a protest meeting will be scheduled.

21.1.2. If the protest meeting is granted, the Procurement Manager will attempt to schedule the meeting within 10 consecutive calendar days after receipt of the letter, or as soon as possible thereafter. Within ten (10) consecutive calendar days from the date of the protest meeting, the Procurement Manager will respond to the Vendor in writing with the decision.

22. FEDERAL TAX IDENTIFICATION NUMBER.

22.1. All Vendors must furnish upon request a federal tax identification number to the Town. Failure to provide this information could result in invoice payments being withheld.

23. BID RESULTS

23.1. Only Vendors who receive Awards will be notified of BID results; Unsuccessful Vendors will not be notified. Unsuccessful Vendors can visit the Town’s website to see whom Solicitations are Awarded to.

24. PAYMENT

24.1. Solicitations which require payment in less than 30 days after receipt of invoice for Work, whichever is later, may be rejected.

25. INVESTIGATION OF REFERENCES AND CONSIDERATION OF PAST PERFORMANCES

25.1. The Town reserves the right to investigate the references and the past performance of any Vendor, including but not limited to the Vendor’s performance of similar services, compliance with specifications and Contractual obligations, and its lawful payment of suppliers, sub-Contractors, and workers and Vendor so agrees to the aforementioned by listing references. The Town may postpone the Award or execution of the Contract after the announcement of the apparent Successful Vendor in order to complete its investigation and may take the results of its investigation into account when conducting evaluations. The Town reserves the right to reject any Completed BID Document or to reject all Completed BID Documents at any time prior to the Town’s execution of Contract if it is determined to be in the best interest of the Town to do so.

26. BIDS ARE OFFERS

26.1. The BID is the Vendor’s offer to enter into a Contract pursuant to the terms and conditions specified in the Invitation for BID, its Exhibits, and Addenda. The offer is binding on the Vendor for three hundred

(300) days. The Town’s Award of the Contract constitutes acceptance of the offer and binds the Vendor.

The Vendor must be a complete offer and fully Responsive to the Invitation for BID.

27. CONTINGENT BIDS

27.1. Vendor will not make its Completed BID Document contingent upon the Town’s acceptance of Invitation for BID, its Exhibits, or Addenda.

28. REPRESENTATIONS AND WARRANTIES

28.1. Vendor represents and warrants that (1) Vendor has the power and authority to enter into and perform the Contract; (2) The individual signing for Vendor is authorized to execute this Contract on behalf of Vendor; (3) The Contract, when executed and delivered, will be a valid and binding obligation of Vendor, enforceable in accordance with its terms; (4) The work under the Contract will be performed in a good and workmanlike manner and in accordance with the highest professional standards; (5) Vendor will, at all times during the term of the Contract, be qualified, professionally competent, and duly licensed to perform the work; and (6) Vendor’s name, as it appears in the Contract, is Vendor’s legal name, as it will appear in the Vendor’s W-9, and if Vendor is an entity rather than an individual that the entity named in the Contract is validly existing and in good standing. The warranties set forth in this Section are in addition to, and not in lieu of, any other warranties provided.

29. CONFLICT OF INTEREST

29.1. Vendor covenants that it presently has no interest and will not acquire any interest, direct or indirect, which would conflict in any manner with or prohibit Vendor’s full performance of the Contract. Vendor also covenants that in the performance of the Contract no person having any such interest will be employed. Vendor further covenants that its performance of the Contract will not cause any employee of the Town to violate the Town’s Conflict of Interest Policy.

30. NO THIRD-PARTY BENEFICIARIES

30.1. The Town and Vendor are the only parties to the Contract and are the only parties entitled to enforce its terms. Nothing in the Contract gives, is intended to give, or will be construed to give any benefit or right, whether directly or indirectly, to third persons unless such persons are individually identified by name and expressly described in the Contract as intended beneficiaries.

31. TIME IS OF THE ESSENCE

31.1. Vendor agrees that time is of the essence under the Contract.

32. ATTACHMENTS

32.1. All attachments, Addenda, schedules and exhibits which are referred to in the Contract are incorporated in the Contract.

33. MERGER

33.1. THE CONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. THERE ARE NO UNDERSTANDINGS, AGREEMENTS, OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED IN THE CONTRACT REGARDING THE CONTRACT. NO AMENDMENT, CONSENT, OR WAIVER OF TERMS OF THE CONTRACT WILL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY ALL PARTIES. ANY SUCH AMENDMENT, CONSENT, OR WAIVER WILL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN. VENDOR, BY THE SIGNATURE TO THIS CONTRACT OF ITS AUTHORIZED

REPRESENTATIVE, ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE CONTRACT AND VENDOR

AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

34. INSURANCE REQUIREMENTS

34.1. Unless otherwise required by Special Conditions for this BID Document the Successful Vendor will be required to purchase and maintain during the life of the Contract the following types and amounts of insurance (minimum).

34.1.1. Commercial General Liability: $1,000,000 (One million dollars) per occurrence, $5,000,000 (Five million dollars) aggregate for bodily injury and property damage. The Town must be named as an additional insured and the Insurance Certificate furnished to the Town will indicate such coverage.

34.1.2. Professional Liability: $2,000,000 (Two million dollars) per claim.

34.1.3. Commercial Automobile: $1,000,000 (One million dollars) combined single limit per accident for bodily injury and property damage. Including hired, non-ownership coverage, and owned vehicle coverage if company owns a vehicle.

34.2. The Successful Vendor will provide the Town with certificates of insurance evidencing the coverage required above. Such certificates will provide that the Town be given at least thirty (30) days prior written notice of cancellation of, intention to not renew, or material change in such coverage. Vendor will provide certificates of insurance before commencing Work in conjunction with these BID Documents.

34.3. Failure to provide and continue in force such insurance as required above, will be deemed a material breach of the Contract, will cause the Successful Vendor to be in Default, and will operate as an immediate termination thereof. The Town reserves the right to require higher limits on any Contract. A thirty (30) day notice in writing of cancellation or non-renewal will be furnished by certified mail to the Procurement Manager at the address listed in this BID Document. The Successful Vendor agrees to be responsible for, indemnify, defend and hold harmless the Town, its officers, agents and employees from the payment of all sums of money by reason of any claim against them arising out of any and all occurrences resulting in bodily or mental injury or property damage that may happen in connection with the Work performed under these BID Documents including, but not limited to, claims under the Worker’s Compensation Act.

THE PROVIDING OF ANY INSURANCE REQUIRED HEREIN DOES NOT RELIEVE THE SUCCESSFUL VENDOR OF ANY OF THE RESPONSIBILITIES OR OBLIGATIONS ASSUMED BY THE SUCCESSFUL VENDOR IN THESE BID

DOCUMENTS, OR FOR WHICH THE SUCCESSFUL VENDOR MAY BE LIABLE BY LAW OR OTHERWISE.

SECTION III: GENERAL CONDITIONS

1. DEFINITIONS-Wherever used in the BID DOCUMENTS, the following terms will have the meanings indicated which will be applicable to both the singular and plural thereof.

1.1. Addendum - written or graphic instruments issued prior to the execution of the Contract which modifies or interprets the BID DOCUMENTS, DRAWINGS, and SCOPE OF SERVICES/SPECIFICATIONS, by additions, deletions, clarifications, or corrections.

1.2. BID Documents – Documents that include Advertisement, Introduction, General Information, General Conditions, Supplemental General Conditions, Form of BID, BID Bond, Performance and Payment Bond, References, Exceptions, Individual Principal, Vendor’s Affidavit of Qualification to BID, Non-Collusive Affidavit, Notice of Award, Notice to Proceed, Change Order, Drawings, Scope of Services and Addendum.

1.3. Change Order - A written order to the Vendor authorizing an addition, deletion, or revision in the Work within the general scope of the BID Documents, or authorizing an adjustment in the Contract Price or Contract Time.

1.4. Completed BID Documents – the Vendor’s offer submitted on the prescribed form(s) setting forth the prices for the work/services to be performed.

1.5. Contract Price - The total monies payable to the Vendor under the terms and conditions of the Contract.

1.6. Contract Term - The number of calendar days stated in the BID Documents for the completion of the

Work

1.7. Notice of Award - The written notice of the acceptance of the Completed BID Documents from the Town to the Successful Vendor.

1.8. Notice to Proceed - Written communication issued by the Town to the Vendor authorizing them to proceed with the Work and establishing the date of commencement of the Work.

1.9. Scope of Services - A part of the BID Documents consisting of written descriptions of a technical nature of materials, equipment, construction systems, standards, and workmanship.

1.10. Units – Individual pieces of equipment as defined above.

1.11. Work - All labor necessary to complete this project as required by the BID Documents and all materials and equipment incorporated in the work.

1.12. Sub-Contractor - An individual, firm or corporation having a direct Contract with the Vendor or with any other Sub-Contractor for the performance of a part of the Work at the site.

1.13. Written Notice - Any notice to any party of the Contract relative to any part of the Contract in writing and considered delivered and the Work thereof completed, when posted by certified or registered mail to the said party at its last given address, or delivered in person to said party or its authorized representative on the Work.

2. MATERIALS, WORK, AND FACILITIES

2.1. It is understood that, except as otherwise specifically stated in the BID Documents, the Successful Vendor will provide and pay for all materials, labor, tools, equipment, water, light, power and transportation, supervision, temporary construction of any nature, and all other work and facilities of any nature whatsoever necessary to execute, complete, and deliver the Services within the specified time.

2.2. Materials and equipment will be so stored as to insure the preservation of their quality and fitness for the Services. Stored materials and equipment to be incorporated in the Services will be located so as to facilitate prompt inspection.

2.3. Manufactured articles, materials, and equipment will be applied, installed, connected, erected, used, cleaned, and conditioned as directed by the manufacturer.

2.4. Materials, supplies and equipment will be in accordance with samples submitted by the Successful Vendor and approved by the Town.

2.5. Materials, supplies, or equipment to be incorporated into the Services will not be purchased by the Successful Vendor or the sub-Contractor subject to a chattel mortgage or under a conditional sales Contract or other agreement by which an interest is retained by the seller.

3. INSPECTION AND TESTING

3.1. All materials and equipment used in the Services will be subject to adequate inspection and testing in accordance with generally accepted standard, as required and defined in the BID Documents.

3.2. The Successful Vendor will provide at its expense the testing and inspection required by the BID

Documents.

3.3. If the BID Documents, laws, ordinances, rules, regulations, or orders of any public authority having jurisdiction require any Services to specifically be inspected, tested, or approved by someone other than the Successful Vendor, the Successful Vendor will give the Town timely notice of readiness. The Successful Vendor will then furnish the Town the required certificates of inspection, testing, or approval.

3.4. Inspections, tests, or approvals by the Town or others will not relieve the Successful Vendor from its obligations to perform the Services in accordance with the requirements of the BID Documents.

3.5. The Town’s representative will at all times have access to the Services. In addition, authorized representatives and agents of any participating Federal or State Agency will be permitted to inspect all work, materials, payroll, records of personnel, invoices of materials, and other relevant data and records.

The Successful Vendor will provide proper facilities for such access and observation, inspection, or testing thereof.

3.6. If any Services are covered contrary to the written instructions of the Town it must, if requested by the Town, be uncovered for its observation and replaced at the Successful Vendor's expense.

3.7. If the Town considers it necessary or advisable that covered Services be inspected or tested by others, the Successful Vendor, at the Town’s request, will uncover, expose or otherwise make available for observation, inspection, or testing as the Town may require, that portion of the Services in question, furnishing all necessary labor, materials, tools, and equipment. If it is found that such Service is defective, exposure, observation, inspection, testing, and reconstruction and an appropriate Change Order will be issued.

4. SURVEYS, PERMITS, REGULATIONS

4.1. Permits and licenses of a temporary nature necessary for the processing of the Services will be secured and paid for by the Successful Vendor unless otherwise stated in this BID Document.

5. PROTECTION OF WORK, PROPERTY AND PERSONS

5.1. Successful Vendor will be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Services. Successful Vendor will take all necessary precautions and programs in connection with the Services. Successful Vendor will take all necessary precautions for the safety of, and will provide the necessary protection to prevent damage, injury or loss to all employees on the Work and other persons who may be affected thereby, all the Services and all materials or equipment to be incorporated therein, whether in storage on/off the site, and other property at the site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation or replacement in the course of construction.

5.2. In emergencies affecting the safety of persons or the Services or property at the site or adjacent thereto, the Successful Vendor, without special instruction or authorization from the Town, will act to prevent threatened damage, injury, or loss. Successful Vendor will give the Town prompt Written Notice of any significant changes in the Services or deviations from the BID Documents caused thereby, and a Change Order will thereupon be issued covering the changes and deviations involved.

6. SUPERVISION BY SUCCESSFUL VENDOR

6.1. The Successful Vendor will supervise and direct the Services. Successful Vendor will be solely responsible for the means, methods, techniques, sequences and procedures of the Services. Successful Vendor will employ and maintain on the work site a qualified supervisor or superintendent who will have been designated in writing by the Successful Vendor as the Successful Vendor’s representative at the site. The supervisor will have full authority to act on behalf of the Successful Vendor and all communications given to the supervisor will be as binding as if to the Successful Vendor. The Supervisor will be present on the site at all times as required to perform adequate supervision and coordination of the Work.

7. CHANGES IN THE WORK

7.1. The Town may at any time, as the need arises, order changes within the Scope of Services without invalidating the Contract. If such changes increase or decrease the amount due under the BID Document, or in the Contract Time required for performance of the Services, an equitable adjustment will be authorized by Change Order.

7.2. The Town, also, may at any time, by issuing a Field Order, make changes in the details of the Services. The Successful Vendor will proceed with the performance of any changes in the Services so ordered by the Town unless the Successful Vendor believes that such Field Order entitles it to a change…