City of Gaithersburg 31 South Summit Avenue, Gaithersburg, Maryland 20877

MAYOR

Jud Ashman

COUNCIL MEMBERS

Neil Harris

Lisa Henderson Yamil Hernández

Jim McNulty Robert T. Wu

CITY MANAGER

Tanisha Briley

Proposals Due:

Proposals Submitted To:

REQUEST FOR BIDS

Tree Planting and

Maintenance Services

RFP2027-002

Solicitation Issued:

Time: 5:00 PM

August 24, 2026

September 30, 2026

2027-002@gaithersburgmd.gov

2027-002@gaithersburgmd.gov

Version 09012021

TABLE OF CONTENTS

1. Definitions

2. Introduction and Scope of Work

2.1. Introduction

2.2. Background

2.3. Scope Of Work

2.4. Minimum Qualifications Of Bidders

2.5. General

2.6. Permits And Licenses

2.7. Superintendence By Contractor

2.8. Representations Of Contractor

2.9. Prices And Price Adjustments

3. SOLICITATION SCHEDULE AND INFORMATION

3.1. Solicitation Schedule

3.2. Pre-Submission Meeting

3.3. Submission of Bidder Questions

3.4. City’s Answers to Bidder Questions

4. Bid Preparation and Submission Instructions

4.1. Bid Preparation

4.2. Bid Submission

5. Notices to Bidders

5.1. Disclaimer

5.2. Acceptance

5.3. Authority to Distribute Solicitation Documents

5.4. Restricted Discussions

5.5. State of Maryland Bid and Contract Requirements

5.6. ADA Requirements

6. Solicitation and Contract Terms and Conditions

6.1. Headings

6.2. Acceptance and Rejection of Bids

6.3. Accurate Information

6.4. Addenda and Amendments

6.5. Alternate Bids

6.6. Binding Bid

6.7. Confidentiality

6.8. Contract Award

6.9. Errors in Bids

6.10. Interest in More than One Bid and Collusion

6.11. Late Bids

6.12. Modifications to Bids

6.13. Return of Bid Bonds

6.14. Optional Goods and/or Services

6.15. Solicitation Documents

6.16. Solicitation Protest

6.17. Use of Broker

6.18. Assignment of the Contract

6.19. Changes in Goods and/or Services

6.20. Contract Disputes

6.21. Dissemination of Data

6.22. Employment as Independent Contractor

6.23. Ethics Laws and Requirements

6.24. Force Majeure

6.25. Governing Law

6.26. Immigration Reform and Control Act

6.27. Inconsistent Provisions

6.28. Indemnification

6.29. Laws and Regulations

6.30. No Liens

6.31. No Waiver

6.32. Nonexclusive

6.33. Non-Discrimination Requirements

6.34. Ownership of Materials

6.35. Patents

6.36. Invoices, Payment Terms and Taxes

6.37. Records

6.38. Subcontractors

6.39. Survival

6.40. Termination

7. Special Terms and Conditions

7.1. Bonds

7.2. Insurance

7.3. Payments

7.4. Task Orders And Schedule Requirements

7.5. Additional Compliance

7.6. Equipment, Property And Service Provided By The Contractor

7.7. Errors, Defects And Omissions

7.8. Change Of Personnel Record Letter

7.9. Contractor Performance Standards

8. Attachments and Exhibits

Request for Bids 2027-002 Tree Planting and Maintenance Services Page 1

1. Definitions Bid: the offer submitted to the City by a Bidder in response to this Solicitation.

Bidder: any Person submitting a Bid in response to this Solicitation.

City: the City of Gaithersburg, Maryland, a municipal corporation of the State of Maryland.

City Manager: the City Manager of the City or his or her designee.

Contract: the binding agreement awarded pursuant to this Solicitation, if any.

Contractor: the Bidder awarded the Contract.

Lowest Responsive Bid : the Bid accepted by the City, which offers the lowest total price, including alternates if awarded, and that fully conforms in all material respects to the requirements of this Solicitation, all form and substance included.

Mayor and Council: the Mayor and City Council of the City.

Person: any individual, or association or business recognized by law.

Procurement Webpage: https://www.gaithersburgmd.gov/government/procurement Responsible Bidder: a Bidder who meets all of the minimum qualifications specified in this Solicitation and who is fully capable to and able to evidence its ability to provide the Services under the Contract.

Services: the goods and/or services described in this Solicitation and to be provided to the City by the Contractor under the Contract.

Solicitation Documents: this Solicitation and any and all documents issued and/or used by the City to solicit Bid s, including but not limited to: addendums, amendments, forms and specifications.

Solicitation Schedule: refers to the events and dates and times thereof specified in Section 3.1 of this Solicitation.

Solicitation: Request for Bids.

Submission Deadline: the date and time specified in this Solicitation, by which all Bids shall be submitted to and received by the City.

https://www.gaithersburgmd.gov/government/procurement

Tree Planting and Maintenance Services Page 2

2. Introduction and Scope of Work

2.1. INTRODUCTION

A. The City of Gaithersburg Department of Public Works (DPW) Environmental Services Division (ENV Services) intends to enter into a firm-fixed price, indefinite-quantity, unit-price Contract with two (2) qualified contractors to provide tree planting and related tree maintenance services throughout the City. The Contractors must have experience in City, Federal, State and local municipality laws, regulations and environmental codes. The Contractors must follow all terms and conditions specified in this Solicitation and the resulting Contract. The Contractors must provide qualified, experienced personnel trained in tree installation and management best practices, required certifications, site safety, and urban forestry. The Contractors must provide all necessary management, supervision, personnel, labor tools, materials, equipment, and incidentals required to perform this work.

B. The Contractors shall have the knowledge and the ability to successfully apply urban forestry principles and practices relating to a wide range of forest management best practices, including but not limited to: site preparation, species identification (including invasive species), inspection, soil fertilization, pruning, water maintenance plans, tree health, and documentation.

2.2. BACKGROUND

A. Gaithersburg is among the largest cities in the State of Maryland, with a population in excess of

69,000, occupying more than 10 square miles within Montgomery County. The City provides many services including police protection, licensing and permitting, building inspections, recreation and cultural activities, street maintenance, recycling collection, stormwater management, housing and community development, and snow removal. Read more about our mission and vision at Gaithersburg Strategic Plan, Mission and Vision.

B. City of Gaithersburg, through its Department of Public Works (DPW), Environmental Services Division, is participating in Maryland Department of Natural Resources “5 Million Trees Initiative” to help cool our neighborhoods, restore our streams, and strengthen the landscape we share. DPW has partnered with local nonprofit organizations and secured grant funding for the initiative. In FY26, DPW planted approximately 700 trees that will need continued monitoring and maintenance, and plan to plant an additional 1300 trees in FY27.

C. The successful Contractor(s) shall be required to enter into a service agreement with the City for the proposed project term, based on the specifications outlined in this solicitation document.

D. Assignments will typically include a desktop review of scope of work between the Contractors and City prior to submitting a Task Order Proposal. A scheduled pre-proposal meeting is highly recommended. Following the review of the Task Order Proposal submission by the City, the City may request additional clarification regarding scope of work and estimated staff hours.

2.3. SCOPE OF WORK

A. The scope of a task order will determine the selection from the Schedule of Unit Prices required to complete the work. Full details of the scope of work will be specified in the Task Order. All Services are required to be performed in accordance with the executed Task Order. Sample Task Order documents can be referenced in Exhibit C.

B. The actual number of dollars and/or trees and shrubs is unknown from year-to-year and subject to appropriation approved by the City or successful grant applications.

C. The resulting contract provides for the procurement, staging, planting, and removal of street trees, urban canopy trees, and riparian buffer planting for the City’s annual planting program. The work requires:

i. Procurement, receipt, inspection and heeling-in of approximately 1,000 1.5”-2.0” caliper trees per planting season (October-April) in accordance with City specifications and ANSI standards;

ii. Tree planting, site preparation, and pruning in conformance with ANSI standards;

iii. Routine inspection of planted and existing trees;

https://www.gaithersburgmd.gov/about-us/mission-vision-values-strategic-plan

Tree Planting and Maintenance Services Page 3

iv. Fertilization assessment and application when required;

v. Mulching installation, replenishment, and removal when no longer needed;

vi. Monitoring for wildlife predation and implementing protections as needed;

vii. Monitoring and removal/treatment of invasive species;

viii. Watering services including scheduled and drought-response watering;

ix. Procurement of materials (mulch, water bags, stakes, etc.) or City-supplied materials;

x. Tree health monitoring, documentation, and reporting;

xi. Removal and replacement of dead plantings at the direction of the City;

xii. A facility with a secure staging area of at least one (1) acre for the storage and handling of plant material. No more than two (2) different sites totaling at least one (1) acre of available area. Both sites must be located within twenty-five (25) miles of City of Gaithersburg jurisdiction;

xiii. Performance of work on a pay-for-completed-work basis; the City does not provide advance payments; and

xiv. Provision of qualified personnel, including at least one (1) Maryland DNR Licensed Tree Expert (or approved equivalent) and one (1) ISA certified Arborist, to oversee the work.

D. The Contractor will be responsible for the methods, techniques, procedures, and safety precautions in connection with all work specified to be performed under this Contract and must insure the safeguarding of life and property.

E. The Contractor will be responsible for obtaining and maintaining all necessary permits, licenses, etc. and conforming to all regulatory agency requirements.

F. The attached bid Price Unit/Quotation Spreadsheet provides a listing of bid items that may be required during one year of the Contract. To be eligible for an award, Bidders must provide a unit price for each bid item. For all three Line Items in Section 3006, Non-Prepriced Items and Allowances, enter “$1.00” in the Quantity column. There is no guarantee of a specific quantity of work under the terms of this Contract. This Summary Description does not in any way limit any Scope of Work, Contractor responsibilities or requirements as outlined in this Solicitation.

Contractors are responsible for every Bid Price Unit/Quotation Sheet Item and all the Terms and Conditions included or referenced herein.

2.4. MINIMUM QUALIFICATIONS OF BIDDERS

A. The Bidder shall have a minimum of seven (7) years of relevant experience providing Services similar to those under this Solicitation consisting of successful planting, nurturing, and maintenance of trees for local, state, and county jurisdictions, and have the capacity to verify through written documentation under Section 4.1(ii) – Capabilities and Qualifications.

B. Bidder must be registered, licensed to supply contracted services and in good standing in the state of Maryland.

C. Bidder must assign a Superintendent or Foreman with at least five (5) years of experience.

(Provide resume as stipulated in section 4.1)

D. Bidder must provide at least one (1) Maryland DNR Licensed Tree Expert (or approved equivalent) and one (1) ISA certified Arborist, to oversee the work. (Provide documentation as outlined in section 4.1).

E. Bidder must demonstrate job safety experience by providing document verification to include, but not limited to, OSHA related training, job hazard assessments, or a company comprehensive safety program.

2.5. GENERAL

The Contractor must be familiar with the City of Gaithersburg, Maryland, and the local conditions under which the Work will be performed. The Contractor must provide all necessary management, Tree Planting and Maintenance Services Page 4 administrative support, supervision, personnel, labor, tools, materials, and equipment for each of the unit prices bid. The hourly rates apply only at the City’s discretion and direction to as-needed services and as a basis for calculating labor services for non-pre-priced items. Travel, travel time, and mileage will not be separately compensated.

2.6. PERMITS AND LICENSES

The Contractor is responsible for obtaining any necessary licenses and permits, and for complying with any applicable Federal, State and municipal laws, codes and regulations, in connection with the execution of the work without additional expense to the City. Permit fees will be waived for City issued permits. The Contractor shall take proper safety and health precautions to protect the work, the workers, the public and the property of others. The Contractor is also responsible for all materials delivered and work performed until completion and acceptance of the entire project.

2.7. SUPERINTENDENCE BY CONTRACTOR

At the work site, the Contractor shall employ a construction superintendent or foreman who shall have full authority to act for the Contractor. It is understood that the representative shall be acceptable by and report to the City’s Project Manager. The superintendent or foreman must have at least five (5) year’s experience performing work as outlined in this solicitation.

2.8. REPRESENTATIONS OF CONTRACTOR

The Contractor represents and warrants:

A. The firm is financially solvent and that its team is experienced in and competent to perform the type of work, or to furnish the plans, materials, supplies or equipment to be performed or furnished.

B. The Contractor has carefully examined the plans, the specifications and the site of the work and that from the Contractor’s own investigations, he/she has satisfied themselves as to the nature and location of the work, the integrity, quantity of surface and subsurface materials likely to be encountered, and character of equipment and other facilities needed for the performance of the work, the general and local conditions and all other materials which may in any way affect performance of the work.

2.9. PRICES AND PRICE ADJUSTMENTS

A. All unit prices shall remain firm during the first year of contract. At the contract anniversary date, July 1 of each year to align with City fiscal year, the unit prices shall be adjusted based on the Bureau of Labor Statistics Consumer Price Index, CPI-U, not to exceed 3%, based on the amount of annual percentage change in the CPI-U (rounded to the nearest tenth of a percentage point) for the twelve (12) months preceding the contract anniversary date. Unit price adjustments will not be applied to Task Orders issued prior to the anniversary date.

i. All prices shall be F.O.B. Destination and shall include all charges that may be imposed in fulfilling the terms of the resultant contract.

ii. Labor rates requested shall include all direct and indirect overhead costs including but not limited to transportation, general and administrative cost, etc. Labor rates will be paid on the basis of time at the site.

iii. Any Bidder that enters $0 or N/A in a pricing blank or leaves it blank may be considered nonresponsive. If you are not bidding on a specific item number please list “No Bid”.

B. For all three Line Items in Section 3006, Non-Prepriced Items and Allowances, enter “$1.00” in the Quantity column.

C. The request for change in the unit price shall include as a minimum (1) the cause for the adjustment; (2) proposed effective date; and (3) the amount of the change requested with documentation to support the requested adjustment (i.e., appropriate Bureau of Labor Statistics index, change in manufacturer’s price, etc.)

D. The successful Bidder may be required to provide materials, equipment rental, and subcontractors to fulfill the requirements of the resultant contract. If a successful Bidder provides materials, Tree Planting and Maintenance Services Page 5 equipment rental or subcontractors, the Contractor will invoice all materials, equipment rental and/or subcontractors based on the actual cost. No additional costs of any kind will be allowed.

The Contractor shall make every attempt to obtain the lowest price for materials, rental equipment, and subcontractors.

3. SOLICITATION SCHEDULE AND INFORMATION

3.1. SOLICITATION SCHEDULE

Below is the schedule of events for this Solicitation. The City reserves the right to modify the Solicitation Schedule at any time as best may serve the interests of the City; any and all modifications shall be made by addendum or amendment and posted on the Procurement Webpage. Unless otherwise specified, all references herein to times of day shall be Eastern Time (daylight or standard, as applicable)., EVENT DATE TIME

A. Solicitation Issued: August 24, 2026 N/A B. Pre-Submission Meeting: September 8, 2026 at 11:00 AM C. Offeror Questions Due in Writing: September 16, 2026 by 5:00 PM D. Q&A Addendum Issued: September 23, 2026 by 5:00 PM E. Submission Deadline: September 30, 2026 by 5:00 PM

3.2. PRE-SUBMISSION MEETING

An optional virtual Pre-Submission Meeting at the link provided below on the date and at the time specified in the Solicitation Schedule. Attendance of the Pre-Submission Meeting is not mandatory but is strongly encouraged. Bidders are expected to bring a copy of all the Solicitation Documents to the Pre- Submission Meeting; the City will not provide copies.

Microsoft Teams meeting Join: https://teams.microsoft.com/meet/253624720110150?p=GOevcY6fPUhLHKXDVS Meeting ID: 253 624 720 110 150 Passcode: m6tb2Rp2

3.3. SUBMISSION OF BIDDER QUESTIONS

All questions regarding this Solicitation: (i) shall be submitted by email to the Procurement Division, at procurement@gaithersburgmd.gov; and (ii) shall be received by the date and time specified in the Solicitation Schedule. The solicitation number and title must be included in the subject line of the email. Any and all questions received not in compliance with this paragraph will not be answered unless the City, at its sole discretion, deems that a response to a question is necessary to clarify anything in the Solicitation Documents.

3.4. CITY’S ANSWERS TO BIDDER QUESTIONS

The City’s answers to questions submitted by Bidders will be posted by addendum on the Procurement Webpage on the date specified in the Solicitation Schedule.

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4. Bid Preparation and Submission Instructions

4.1. BID PREPARATION

In order to provide each Bidder with an equal opportunity for consideration, adherence to a standardized bid format is required; any Bid submitted outside of the required format shall be cause for the Bid to be rejected as non-responsive. All Bids shall include material organized into sections with the same headings as follows:

A. Technical Proposal

i. Executive Summary

A cover letter prepared on official business stationary signed by an individual authorized to bind the Bidder to its Bid and shall include the contact information of an individual to whom the City should direct correspondence. This business profile shall include a summary of the business, history, capabilities and qualifications and shall not exceed two

(2) pages in length.

ii. Capabilities and Qualifications

This section of the Bid shall include:

a) A discussion of the Bidder’s understanding of the requirements of this solicitation and its ability to meet such requirements.

b) Capabilities and qualifications, as well as the resources available to the Bidder to provide the services outlined in this solicitation.

c) A list of projects (maximum of five [5] projects) performed within the last five

(5) years with at least one (1) involving a governmental body;

d) A list of key personnel with a resume for each that consist of Project Manager/Contract Manager, Superintendent/Foreman/Field Supervisor, Licensed Tree Expert, and ISA Certified Arborist; and

e) A list of any and all subcontractors the Bidder will hire to provide any of the Services under the Contract should be listed on the Subcontractor form in Attachment A.

B. Financial Wellness The Bidder shall include evidence of financial solvency. (e.g., audited financial statements, attestation letter from a financial institution, etc.)

C. Pricing This Section of the Bid Proposal shall include a complete Bid Price Unit / Quotation Sheet, attached herein as Attachment B, provided in this Solicitation, which must be signed by a person authorized to bind the Bidder to Bid.

This Section of the Bid Price Unit / Quotation Sheet shall include all special provisions and technical requirements, attached herein as Attachment C, provided in this Solicitation.

D. Required Forms I. This section of the Bid shall include the following completed forms, blank copies of which are included in Attachment A hereto:

a. Addendum and Amendment Acknowledgement

b. Affidavit of Qualification to Bid

c. Bid Submission Certification

d. Bidder References (At least three (3) customers from projects completed by the

Bidder within the last three (3) years that were similar in size and scope of this solicitation.)

e. List of Subcontractors

f. Conflict of Interest Certification

g. Litigation and Lien Information

h. W-9

i. Vendor Registration Form

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II. All documents and forms shall be completed in their entirety and, when applicable, be notarized and/or signed in ink by an authorized or duly authorized representative of the Bidder.

4.2. BID SUBMISSION

The Bidder shall submit its Bid in accordance with and subject to the following instructions and conditions:

A. The Bidder shall submit its Bid to the Procurement Division by email to 2027-

002@gaithersburgmd.gov. The Bid shall be a single file (all documents combined into one document) in portable document format (PDF) consisting of:

i. Technical Proposal

ii. Bid Price Unit Quote Sheet (Attachment B)

iii. Additional Quotation Requirements (Attachment C)

iv. Required Forms (Attachment A)

B. Bids not received by the Submission Deadline shall be deemed non-responsive.

C. The City shall assume no responsibility for delays or errors in the delivery of any Bid.

D. The Bidder is strictly prohibited from submitting its Bid by facsimile or by postal mail. The Bidder may not submit its Bid to any email address other than the one provided at Section 4.2.A above.

Bidder shall NOT submit any downloadable file links to Bid. Any and all Bids submitted not in compliance with this Section shall be rejected as non-responsive and be removed from consideration.

E. Bidder will receive a confirmation of receipt email with date and time stamp after proper submission of bid. If no email is received, please contact Procurement immediately at Procurement@gaithersburgmd.gov. Do not submit bids to this email address.

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5. Notices to Bidders

5.1. DISCLAIMER

This is a Solicitation only, it is not a contract. The City shall assume no obligation to pay or reimburse any Person for any costs, fees or expenses incurred in preparation of a response to this Solicitation, or for any meetings and/or travel costs related to such response. All Bid s submitted to and accepted by the City shall become the exclusive property of the City and shall not be returned. The City reserves the right to reject any or all Bid s in full or in part and/or to waive any technicalities and/or informalities as best may serve the interests of the City. The City is under no obligation to any Bidder until a contract is executed for the Services described herein.

5.2. ACCEPTANCE

The submission of a Bid shall constitute acknowledgement and acceptance by the Bidder of the requirements, specifications and terms and conditions specified herein.

5.3. AUTHORITY TO DISTRIBUTE SOLICITATION DOCUMENTS

The City is the sole entity with the authority to issue and/or distribute any Solicitation Documents and/or information related thereto. Any and all Solicitation Documents obtained from any source other than the City may be incomplete or incorrect. The City assumes no responsibility for any error, omission or misinterpretation resulting from the reliance or use of any Solicitation Documents not both issued and distributed by the City. Any and all Solicitation Documents shall be posted on the Procurement Webpage.

5.4. RESTRICTED DISCUSSIONS

Bidders are prohibited from discussing this Solicitation or any part thereof with any employee, agent, or representative of the City except as expressly authorized herein. The City may, in its sole discretion, reject the Bid submitted by any Bidder who is in violation of this provision. Any and all verbal statements and/or answers to questions relative to this Solicitation shall not be considered binding, valid or enforceable.

5.5. STATE OF MARYLAND BID AND CONTRACT REQUIREMENTS

A. Bidders must be qualified to bid in the State of Maryland in accordance with §16-202 and §16-203 of the State Finance and Procurement Article of the Annotated Code of Maryland.

B. To enter into any contract with the City, Bidders must be in compliance with the State of Maryland Code of Regulations Title 21, State Procurement Regulations.

5.6. ADA REQUIREMENTS

Individuals with a disability, who would like to receive the information in this Solicitation in another form, may contact the City’s Procurement Division by phone at 301-258-6320 or by email to procurement@gaithersburgmd.gov.

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6. Solicitation and Contract Terms and Conditions The following terms and conditions shall apply to and survive this Solicitation and be incorporated into the Contract:

6.1. HEADINGS

Any and all of the headings contained in any of the Solicitation Documents are for reference purposes only and shall not in any way affect the meaning or interpretation of any of the same.

6.2. ACCEPTANCE AND REJECTION OF BIDS

The City reserves the right: (i) to accept or reject any or all Bids in whole or in part; (ii) to waive any technicalities or informalities in Bids; and (iii) to cancel or postpone this Solicitation at any time if determined to serve the best interests of the City. The City may reject the Bid of any Bidder in arrears or in default to the City on any contract, debt, or other obligation.

6.3. ACCURATE INFORMATION

The Bidder certifies that all information provided or to be provided to the City is true and correct and may be relied upon by the City in awarding the Contract. Any false and/or misleading information is cause for the City to reject the Bidder’s Bid or to terminate the Contract if awarded to the Bidder. Such rejection or termination shall relieve the City of any direct or consequential damages or costs incurred by the Bidder.

6.4. ADDENDA AND AMENDMENTS

In the event any addenda or amendments are issued to this Solicitation, all the terms and conditions of this Solicitation shall govern and apply unless specifically stated or modified in any such addenda or amendments.

Any and all written communication not posted on the Procurement Webpage relative to this Solicitation shall not be considered binding, valid or enforceable. It is the responsibility of the Bidder to inquire about and obtain any and all addenda and/or amendments issued, all of which shall be published on the Procurement Webpage.

6.5. ALTERNATE BIDS

The Bidder is expected to clearly respond to the requirements set forth in this Solicitation. Any and all alternate Bids for the Services shall be rejected as non-responsive and shall be removed from consideration.

6.6. BINDING BID

All Bids shall remain binding for 180 calendar days following the Submission Deadline; Bids may not be withdrawn at any time within this period. In the event an award is not made during such period, all Bids shall be automatically extended and remain binding for an additional 180 calendar day period. Bids shall automatically be renewed until such time as either an award is made or proper notice is given to the City by a Bidder of its intent to withdraw its Bid. Bids may only be withdrawn by written notice to the City at least fifteen

(15) calendar days prior to the expiration of the then current 180 calendar day period.

6.7. CONFIDENTIALITY

A. The City agrees, to the extent permitted by law and in accordance with the terms set forth in this Solicitation, to hold all confidential information and material belonging to the Bidder in strictest confidence. The Bidder shall specify in writing to the City the information and/or material the Bidder deems to be a trade secret or other confidential information and/or material. Written notification shall also contain the reason such information and/or material is considered to be a trade secret and/or confidential.

B. The Bidder agrees that all knowledge and information it may receive from the City or from its officials, employees or other sources, or by virtue of the performance of Services under and pursuant to the Contract, if awarded the Contract, which are included or referenced in Title 4 of the General Provisions Article of the Annotated Code of Maryland, shall not be directly or indirectly disclosed to any person whatsoever unless authorized to do so by the City Manager. This confidentiality provision shall also apply to any information, activity, or record designated by the City as being “confidential” or “privileged”.

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6.8. CONTRACT AWARD

A. It is the intent of the City to award the Contract to one (1) Bidder. The City reserves the right to award the

Contract to multiple Bidders and/or to award the Contract in whole or in part. Award shall be to the Responsible Bidder that submits the Lowest Responsive Bid. If for any reason, through no fault of the City, the Contract is not executed within thirty (30) days of formal award, the City may withdraw the award and award to the Responsible Bidder that submitted the next Lowest Responsive Bid, or solicit new Bids.

B. In the event the City receives only one (1) Bid in response to this Solicitation, the City reserves the right, in its sole discretion, to proceed as a negotiated procurement with the Bidder that submitted the Bid.

6.9. ERRORS IN BIDS

Obvious error(s) in calculations in any Bid may not be corrected without the prior written consent of the City and may be cause for the Bid to be deemed non-responsive. If an error is made in an extended price, the unit price will govern.

6.10. INTEREST IN MORE THAN ONE BID AND COLLUSION

Multiple Bids submitted in response to this Solicitation by any Bidder under the same or different names shall be rejected as non-responsive. Reasonable grounds for believing that any Bidder has interest in more than one

(1) Bid for this Solicitation, both as the Bidder and as a subcontractor for another Bidder, shall result in the rejection of all Bid s in which the Bidder has interest and disqualify the Bidder from responding to any reissuance of this Solicitation. However, a Person acting only as a subcontractor may be included as a subcontractor for multiple Bidders. The City may reject all Bids if reasonable cause exists for believing that collusion exists among Bidders.

6.11. LATE BIDS

It is the responsibility of the Bidder to ensure the delivery of its Bid by the Submission Deadline and to the location specified in Section 4.2 of this Solicitation. Any and all Bids delivered or submitted late or to any location other than the designated location shall be rejected as non-responsive. The submission of any Bid by way of facsimile or postal mail is strictly prohibited; any and all Bids submitted as such shall be rejected as non-responsive. The City assumes no responsibility for any delays and/or errors in the delivery of a Bid;

postmarking by the Submission Deadline shall not substitute for actual receipt. Any and all Bids submitted not in compliance with any of the provisions of this paragraph shall be rejected as non-responsive.

6.12. MODIFICATIONS TO BIDS

The Bidder may only modify its Bid prior to the Submission Deadline and in accordance with and subject to the following:

A. The City shall consider a modified Bid as an entirely new Bid and shall replace the original Bid, which shall be deemed to be withdrawn and null and void.

B. The modified Bid shall be subject to all the requirements, specifications and terms and conditions set forth herein.

C. Notwithstanding the provisions with respect to the submission of a Bid herein, the modified Bid shall clearly be labeled “Modified Bid”.

6.13. RETURN OF BID BONDS

In the event a bid bond is required under this Solicitation, all such bonds shall be retained by the City until the Contract is executed or until such time that a Bidder requests its Bid to be withdrawn in accordance with Section 5.6 (Binding Bid) of this Solicitation. The City shall immediately return the bid bond of any Bidder whose Bid is deemed by the City to be non-responsive, or shall immediately return all bid bonds in the event the Solicitation process is canceled by the City.

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6.14. OPTIONAL GOODS AND/OR SERVICES

The City reserves the right to request and evaluate optional goods and/or services which may be in the best interests of the City, and to negotiate the price of such goods and/or services with the successful Bidder or with another Bidder, whichever is determined to be the most advantageous to the City. While pricing for optional goods and/or services may be requested in this Solicitation, the City is under no obligation to consider such optional goods and/or services when selecting the successful Bidder unless otherwise stated.

6.15. SOLICITATION DOCUMENTS

The Bidder is expected to carefully and thoroughly examine all of the Solicitation Documents for accuracy and completeness, and to become familiar with the same. If doubt exists as to the meaning and/or intent in or of any of the Solicitation Documents, the Bidder shall make an inquiry as to such meaning and/or intent. The failure of the Bidder to examine and become familiar with any and all of the Solicitation Documents shall in no way relieve the Bidder of its obligations under the Contract, if awarded to the Bidder. The submission of a Bid shall be taken as prima facie evidence of compliance with this provision and that the Bidder fully understands everything in the Solicitation Documents.

6.16. SOLICITATION PROTEST

Any protest of this Solicitation shall be in writing to the City Attorney. The provisions of COMAR Title 21.01.03.01A(7), State Procurement Regulations, do not apply to municipalities and are not applicable to this Solicitation. Protests of alleged improprieties in this Solicitation shall be filed prior to the Submission Deadline.

Any written protest shall, at a minimum, include: (i) the name, address, telephone number, and if available, email address of the Person making the protest; (ii) the Solicitation number and a detailed statement of the legal and factual grounds for the protest, including a description of resulting harm to the Person making the protest; and (iii) any and all copies of supporting exhibits, evidence and/or documents to substantiate the claim.

6.17. USE OF BROKER

The Bidder warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees, or bona fide established commercial or selling agencies maintained by the Bidder for the purpose of securing business. For violation of this provision, the City shall have the right, in its sole discretion: (i) to terminate or suspend the Contract without liability to the City, its officials or employees; or

(ii) to deduct from the Contract price or consideration, the full amount of such commission, percentage, brokerage, or contingent fee.

6.18. ASSIGNMENT OF THE CONTRACT

The City’s rights under the Contract are personal to the Contractor. It is mutually understood and agreed that the Contractor shall not assign, convey, sublet, transfer or otherwise dispose of its Contract or its right, title or interest therein, or its power to execute the Contract, to any other person without the express written consent of the City; however, in no case shall such consent relieve the Contractor from its obligations under the Contract, or change the terms and conditions of the Contract.

6.19. CHANGES IN GOODS AND/OR SERVICES

The City, without invalidating the Contract, may order changes in the goods and/or Services within the general scope of the Contract, consisting of additions, deletions and/or other revisions, and the Contract sum and term shall be adjusted accordingly. Any cost or credit to the City from a change in Services shall be determined by mutual written agreement between the City and the Contractor. The Contractor shall provide all of the goods and services that may be required to complete the Contract at the price agreed upon. Any alterations of variables to the terms of the Contract shall not be valid or binding upon the City unless made in writing and signed by the City and the Contractor.

6.20. CONTRACT DISPUTES

Any and all disputes arising under the Contract, except under the provisions for termination, which are not disposed of by agreement between the City and the Contractor, shall be decided under procedures A-D listed

Tree Planting and Maintenance Services Page 12 below. Pending final resolution of a dispute, the Contractor shall proceed diligently with Contract performance.

A claim must be in writing for a sum certain and any money requested must be fully supported by all cost and pricing information.

A. All disputes, claims, questions of fact or interpretations of the documents of the Contract not disposed of by agreement or express provision of the Contract arising between the City and the Contractor after performance of the Contract has commenced but before final payment and termination of the Contract, are decided by the City Manager.

B. The City Manager must give the Contractor not less than three (3) working days to submit documentation and written reasons supporting the Contractor's position in the dispute. The City Manager may consider any other information or written submissions from City employees or agents and may conduct an informal, non-record hearing for receipt of testimony, evidence and/or argument. The City Attorney may participate in the hearings to protect the City's interest.

C. The City Manager must render a decision, in writing, stating reasons for such decision and provide copies to the Contractor and the City Attorney. If the decision is mailed to the Contractor, it must be mailed "certified" and dated the date of mailing; otherwise, it must be dated the date of delivery to the Contractor.

D. The City Manager’s decision may be submitted to Binding Arbitration by either Party under the auspices of an arbitrator appointed by the American Arbitration Association.

6.21. DISSEMINATION OF DATA

The Contractor shall not release any information related to the Services under the Contract or publish any reports or documents related to the same without the prior written approval of the City. The Contractor shall include a similar provision in all subcontracts.

6.22. EMPLOYMENT AS INDEPENDENT CONTRACTOR

The City and the Contractor recognize and agree: (i) that the Contractor shall act as an independent Contractor to the City; (ii) that the Contract does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the parties; (iii) that neither party shall be entitled to participate in any of the other party’s benefits, including without limitation, any health or retirement plans;

(iv) that the Contractor shall not be entitled to any remuneration, benefits, or expenses other than as specifically provided for in the Contract; and (v) that the City shall not be liable for any insurance, taxes, or withholding for or on behalf of the Contractor; all such insurance, taxes or withholding, and costs for same, shall be the sole responsibility of the Contractor.

6.23. ETHICS LAWS AND REQUIREMENTS

The Contractor shall comply with the financial disclosure and conflict of interest and lobbying provisions of the City’s ethics laws, which may be found on the City’s website.

6.24. FORCE MAJEURE

The City and the Contractor acknowledge and agree that either party hereto will be relieved of its obligations hereunder in the event and to the extent that the performance of its obligations under the Contract is delayed or prevented by any cause beyond its control, including, without limitation, acts of God, public enemies, war, insurrection, acts or orders of governmental authorities, fire, flood, explosion, or riots (“Force Majeure”).

Failure to receive necessary materials and supplies will not excuse performance hereunder unless such failure is itself due to an event of Force Majeure. A party obtaining relief under this provision shall make every reasonable effort to minimize the effects thereof and will promptly resume performance as soon as possible.

6.25. GOVERNING LAW

The Contract shall be construed in accordance with the laws and regulations of the United States, State of Maryland, and the City. For purposes of litigation involving the Contract, exclusive venue and jurisdiction shall be in the Circuit Court of Maryland for Montgomery County, District Court of Maryland for Montgomery County or the United States District Court of Maryland.

https://www.gaithersburgmd.gov/government/city-code-regulations

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6.26. IMMIGRATION REFORM AND CONTROL ACT

The Contractor shall warrant that it does not and shall not hire, recruit or refer for a fee for employment under the Contract, an alien, knowing the alien is an unauthorized alien, and hire any individual without complying with the requirements of the Immigration Reform and Control Act of 1986 (“Act”), including but not limited to any verification and record keeping requirements. The Contractor shall further assure the City that, in accordance with the Act, it does not and will not discriminate against an individual with respect to hiring, or recruitment or referral for a fee, of the individual for employment or the discharging of the individual from employment because of such individual's national origin or in the case of a citizen or intending citizen, because of such individual's citizenship status.

6.27. INCONSISTENT PROVISIONS

Notwithstanding any provisions to the contrary in the terms and conditions of any contract supplied by the Contractor, the conditions of this Solicitation and the Contract supersede those terms and conditions in the event of inconsistency. In the event of any inconsistency between any of the provisions of this Solicitation and any of the provisions of the Contract, the provisions of the Contract shall take precedence over and supersede those provisions in the event of any inconsistency.

6.28. INDEMNIFICATION

A. The Contractor shall agree to indemnify, hold harmless and defend the City from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (“Claim”) suffered or incurred by the City or any third party resulting from any negligent acts by or errors or omissions of the Contractor, its employees, agents or subcontractors in connection with the performance of the Contract, except that if the City reasonably determines that any indemnified Claim might adversely affect the City, the City may take control of the defense at the City’s expense. The Contractor may not consent to the entry of any judgment or enter into any settlement of any Claim without the City’s prior written consent, which may not be unreasonably withheld.

B. In the event of litigation between the City and the Contractor arising under, related to, or in connection with the Contract, the prevailing party shall be entitled to recover reasonable attorneys' fees from the non-prevailing party at the arbitration, trial and/or appellate levels.

6.29. LAWS AND REGULATIONS

The Contractor shall comply with any and all applicable federal, state and local laws, codes and regulations with respect to the Services under the Contract.

6.30. NO LIENS

The Contractor shall have no title or interest in any of the goods delivered to the City under the Contract. In no event shall the Contractor encumber any such goods delivered to the City with any lien of any kind or offer such goods as collateral in any transaction whatsoever. The Contractor shall, upon completion of the Services, provide the City with a Release of Liens from any subcontractor or other supplier.

6.31. NO WAIVER

Except as otherwise specifically provided in the Contract, a waiver by either party to the Contract of any breach of any provision of the Contract, or either party's decision not to invoke or enforce any right under the Contract, shall not be deemed a waiver of any right or subsequent breach, and all provisions of the Contract shall remain in force.

6.32. NONEXCLUSIVE

Nothing in the Contract shall be deemed to act as a bar to the City’s solicitation or purchasing of equipment, goods or services from any other company or entity.

6.33. NON-DISCRIMINATION REQUIREMENTS

A. The Contractor acknowledges and agrees that during the term of the Contract it shall:

I. Not discriminate against any employee or applicant for employment because of race, color, creed, Tree Planting and Maintenance Services Page 14 religion, ancestry, sex, sexual orientation, national origin, affection preference, gender identity, genetic testing, disability, age, marital status or status with regard to public assistance or as a disabled veteran or veteran of the Vietnam era.

II. Take affirmative action to ensure that applicants and employees are treated without regard to their race, color, creed, religion, ancestry, sex, sexual orientation, national origin, affection preference, gender identity, genetic testing, disability, age, marital status or status with regard to public assistance or as a disabled veteran or veteran of the Vietnam era. Such action shall include but not be limited to the following: employment, upgrade, demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

III. In all solicitations for employees, state that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, ancestry, sex, sexual orientation, national origin, affection preference, gender identity, genetic testing, disability, age, marital status or status with regard to public assistance or as a disabled veteran or veteran of the Vietnam era. The Contractor agrees to use clauses similar to those above in all contracts and subcontracts. In the event the Contractor fails to comply with the nondiscrimination clauses of the Contract, or fails to include such provisions in all contracts and subcontracts, as hereinabove provided, the Contract may at the sole discretion of the City be declared void AB INITIO, canceled, terminated or suspended in whole or in part with waiver of any recourse by the Contractor against the City or its officials or employees, and the Contractor may be declared ineligible for further contracts with the City.

B. Any employee, applicant for employment, or prospective employee with information concerning any breach of these requirements may communicate such information to City Manager who shall commence a prompt investigation of the alleged violation. Pursuant to such investigation, the Contractor shall permit access to their books, records and accounts. In the event the City Manager concludes, on the basis of such investigation, that the Contractor has failed to comply with these nondiscrimination clauses, the City Manager may invoke the remedies hereinabove set out.

6.34. OWNERSHIP OF MATERIALS

Unless otherwise agreed in writing by the City and the Contractor, any work, specifications, information, data, drawings, software and other items produced under the Contract, other than any Contractor Tool, is to be deemed a work-for-hire to the extent permitted by law, and, to the extent not so permitted, shall be assigned to, and shall become, the exclusive property of the City.

6.35. PATENTS

A. Whenever any article, material, appliance, process composition, means or things called for by the specifications (“Materials”) under this Solicitation is covered by Letters of Patent, the Contractor shall secure, prior to using or employing such Materials, the assent in writing of the owner or licensee of such Letters of Patent and file the same with the City.

B. The Contractor shall defend, at its own expense, and pay the cost and damages awarded in any action brought against the City based on an allegation that the Materials provided by the Contractor infringe on any patent, copyright, license or trade secret. In the event that an injunction shall be obtained against the City’s use of the Materials by reason of infringement of any patent, copyright, license or trade secret, the Contractor shall, at its own expense, procure for the City the right to continue using the Materials or replace or modify the same so that it becomes non-infringing.

6.36. INVOICES, PAYMENT TERMS AND TAXES

The City shall only pay original proper invoices issued in accordance with the following:

A. Original invoices shall include at a minimum, the…