Bid Document 120-21-05.docx

Bid File# 120-21-05

BID DOCUMENT

City of Grand Rapids, Purchasing Department 300 Monroe NW Room 720 Grand Rapids, MI 49503 Buyer: Daniel Williamson Email: dwilliamson@grand-rapids.mi.us

Boat, Trailer, & Accessories Bid File #120-21-05 Solicitation Due Date: October 10, 2025 @ 11:00 a.m.

Bids are requested for the purchase and delivery of an inflatable rescue boat and equipment, outboard motor, trailer and sonar/scanning device, as per the specifications contained herein. The City reserves the right to award any single item and/or combination of items as it deems in its own best interest.

All solicitation information and documents shall be available to vendors in the MITN Purchasing Group at https://www.bidnetdirect.com/mitn/cityofgrandrapids

The City recommends that all bidders register with the MITN Purchasing Group at https://www.bidnetdirect.com/mitn

Descriptive literature, technical specifications, attachments, etc., shall also be provided as part of any submittal to this solicitation. No separate schedules, agreements, terms, conditions, etc., shall be recognized or accepted if not submitted with the response to this solicitation.

All information in a bidder’s response and the subsequent contract is subject to the provisions of the Freedom of Information Act 1976 no. 442, as amended, MCL 15.231 or latest revision thereof. Bidders shall note that pricing methodologies, cost and fee proposals, and any other response information related to pricing shall not be considered confidential information.

It shall be the responsibility of the bidder to determine the correct product and to furnish the correct product based upon the item description and specifications provided. Fields provided within this document are editable and may be completed electronically. Bidders shall download all attached bid document files, complete the documents as requested, save the completed documents under a new name and upload the saved documents to the bid response. Descriptive literature, technical specifications, licenses, attachments, etc. may also be provided as part of any submittal to this solicitation. No separate schedules, agreements, terms, conditions, etc. shall be recognized or accepted if not submitted with the response to this solicitation.

Any awarded contractor(s) for this RFB must also be registered in the City’s financial management system, Oracle Finance Cloud: https://ibmjjb.fa.ocs.oraclecloud.com/. Please contact grvendorcontact@grand-rapids.mi.us if there are questions or issues with registration.

SPECIFICATIONS

The City of Grand Rapids Fire Department is seeking bids for the purchase and delivery of inflatable rescue boats and related equipment, outboard motor, trailer, and underwater sonar/scanning device, as per specifications listed below. All equipment, components, and materials provided shall be new and unused. Previously owned, refurbished, discontinued, or obsolete units will not be accepted.

Purchase and delivery shall consist of two current design inflatable crafts, three-each 4-stroke outboard engines, underwater rescue enhancing sonar imaging device, a double stack articulating towing trailer and rescue equipment.

Inflatable rescue watercraft crafts strongly desire to be made in the USA and serviceable by a local dealer (within 50 miles of 500 Bridge NW, Grand Rapids, MI, 49504).

Outboard motors shall carry a minimum of a three-year manufacturer warranty, serviceable by a local certified marine outboard dealer (within 50 miles of 500 Bridge NW, Grand Rapids, MI, 49504.)

Installation: All installation services shall be completed by the contractor in the proper form, manner, and include training & demonstration to Fire staff on proper use of equipment.

TRAINING

Training will be provided by the awarded company that will include, but not be limited to the following:

· Boat repair and maintenance

· Outboard annual maintenance

· Outboard operational procedures and dewatering

· Trailer operation

· sonar/scanning device

All quotes must be valid for a minimum of 90 days

Outboard Motor:

The warranty service must be performed by a locally certified dealer/mechanic within 25 miles. The package must also include a quote for common maintenance parts. It will also include a general maintenance training class for a minimum of three people.

Propulsion shall be provided by a propeller-style lower unit. The propeller lower unit must mount to the shaft of the outboard. The propeller component shall be made of high-strength composite material with modular construction. It will be made up of a hub, cap and three on-the-go changeable blades. Blades shall be constructed or aerospace composite material for overall strength and maximum protection with built in precision ridges to reduce vibration and maximize control and response. The center hub must be manufactured with an aluminum core and over-molded with high strength composite. Each propeller system will be delivered with one spare hub assembly, three spare blades, and a removal tool. The entire propulsion unit will be protected by a cage style prop guard suitable for our specific requirements, response and application.

Specification Note:

The "Yes |_| " response shall be checked off to indicate the item "As Bid" shall meet and/or exceed the specification.

All other exceptions and/or variations shall be numbered and described on the "Exception Form."

Unmarked / unanswered lines shall be deemed [Item does not meet specification] and may result in rejection of bid.

Any optional or recommended changes to this spec shall be detailed on the exception page. Additional cost or deduction from bid price shall be stated in the description field.

Any other undocumented deviations shall not be tolerated and shall be cause for rejection of delivered unit.

If submitting an alternate bid for any bid item, it shall be submitted complete on a separate response form and noted as alt 1, alt 2, etc.

Section 1: (Line Items 1-5): All items listed in line shall meet minimum specifications as provided herein.

Section II: (Line Items 6-8) Products shall be provided as specified herein. Any proposed alternatives or "approved equal" items shall meet or exceed the performance, quality, and functionality of the originally specified item. Detailed specifications, datasheets, and any relevant certifications for proposed alternatives must be submitted for review and approval by the project authority before being incorporated into the project, SPECIFICATIONS

Bid Item #1: Inflatable Craft – Quantity 2 Bid Item #1 shall include, at. a minimum, the following:

Length/Measurements:

Tube Design:

Miscellaneous:

Yes |_| No 2 hand paddles, a hand pump and repair kit, per boat. (per boat) Yes |_| No General service and maintenance kit containing common spare parts to be included

Bid item #2: Outboard Motor – Quantity 3 Outboard Motor

Bid Item #3: Propulsion: Spare assembly - Quantity - 3 Bid Item #3 shall include, at a minimum, the following:

Yes |_| No One spare hub assembly, three spare blades, and a removal tool. (Two hubs, 6 blades and 1 removal tool per motor unit)

SPECIFICATIONS – CONTINUED

Bid Item 4#: Trailer – Quantity 1 Bid Item #4 shall include, at a minimum, the following:

Trailer Length/Measurements

Yes |_| No Wheels and tires 14in heavy duty aluminum wheels with radial tires (five including full mounted spare)

Trailer Layout/Design

Yes |_| No One outboard forward mounted storage mount, that swings out to facilitate personnel standing on the ground to store or remove for use.

Yes |_| No Two storage baskets with mesh bottoms to allow for water drainage.

Yes |_| No Capable of carting both boats

Bid Item 5#: Underwater Sonar/Scanning Device – Hummingbird SOLIX CHIRP MEGA, as per specification – Quantity 1 Bid Item #5 shall include, at a minimum, the following:

Bidder:

SPECIFICATIONS – CONTINUED

EXCEPTION FORM

Any exception and/or variation in construction, performance, test, or items of equipment between this bid specification and the bidder’s proposal as noted above shall be detailed and submitted on this exception form.

Descriptions are not limited to (1) line. Use additional lines as necessary.

If additional pages are required for exceptions, bidders may reproduce this page. Exceptions shall not be accepted on any other pages.

Enter the [Exception Number] and clearly state the deviation(s) from the bid specifications.

Bidder:

SOLICITATION RESPONSE - COST SHEET

All items proposed shall include freight costs, installation, training, and disposal in the pricing proposed.

Item # Unit cost Extended Total

Section I Inflatable Craft, Motor, Trailer, Sonar System, As Per the Specifications Contained Herein.

Section II Rescue Equipment, As Per the Specifications Contained Herein or Approved Equal

7. 6 Each Throw bag, MARSARS, 75' Second-Chance Rescue or approved equal $ /Ea. $ /Ea.

yellow-black polypropylene kernmantle rope, 1800 lbs. BS, 9mm- 3/8" inch diameter, buoyant safety orange ball, yellow PVC bag. Made in USA Specify Make Model Part # Proposed.

8. 12 Each Throw Bag, NRS Pro Guardian, Wedge Waist, approved equal $ /Ea. $ /Ea. Specify Make Model Part # Proposed.

$ /Lump Sum

Bidder:

SOLICITATION RESPONSE – QUESTIONNAIRE

Bidders are requested to complete information requested herein; Failure to do so may result in the bid being rejected as non-responsive. The City reserves the right to use responses to these questions in the award of the bid.

List references for the products your company has provided similar and/or exact as specified herein:

By checking one of the following boxes, the bidder acknowledges and affirms by submittal of this document that the inflatable crafts proposed and delivered are manufactured (“Yes”) or are not manufactured (“No”) in the United States of America: |_| Yes |_| No Failure to check either of the blocks above may result in disqualification of your response.

Specify in detail information pertaining to the manufacturing/location of the exact inflatable crafts proposed, which shall include but not be limited to the company/manufacturer, “Made in USA” information, physical location including mailing address, contact and information, etc.:

If utilizing subcontractors in the performance of any part of the contract including delivery, please provide company information in detail and the type of work they will perform:

Specify number of days for delivery upon receipt of purchase order for all requested bid items:

All delivery/shipping costs included in the unit pricing proposed: |_| Yes |_| No.

SOLICITATION RESPONSE – QUESTIONNAIRE – CONTINUED

The City requires the bidder shall have a factory authorized service for bid items #1 and #2 center within 50 miles of 500 Bridge NW, Grand Rapids, MI, 49504.

Can you comply? |_| Yes |_| No

If no, please specify.

If yes, please provide location and contact information for the factory authorized service center for bid items #1 and #2.

Warranty:

Provide a detailed narrative describing the warranty provided for all proposed equipment.

Descriptive literature, technical specifications, photos, etc of the items proposed included with the bid response: |_| Yes |_| No

If utilizing subcontractors in the performance of any part of the contract including delivery, please provide company information in detail and the type of work they will perform:

Specify the following contacts if awarded the contract:

TERMS AND CONDITIONS

Bidders are requested to complete information requested herein; failure to do so may result in the bid being rejected as non-responsive. The City reserves the right to use responses to these questions in the award of the bid. This solicitation does not commit the City to enter into an Agreement.

The City of Grand Rapids “General Terms and Conditions” are hereby incorporated by reference.

Information requested herein shall be furnished completely in compliance with instructions. The information requested, and the manner of submission, are essential to permit prompt evaluation of all bids on a fair and uniform basis. Accordingly, the City reserves the right to declare as non-responsive and reject any bid in which material information requested is not furnished or where indirect or incomplete answers of information are provided, or if departments are contacted prior to bid opening. All bids submitted shall be on the City’s bid document and in the format requested, no exceptions. Any bid response not completed on the City bid document may be rejected as non-responsive.

No separate agreements shall be recognized unless they are included in the bid response for analysis and review, prior to contract award. The City shall not be bound by any part(s) of any bidder’s response to the bid which contains information, options, conditions, terms, or prices not requested nor required in the bid unless such conditions are agreed to by both parties prior to entering a contract.

The City bid document and all submittals provided with the bid response shall be subject to public inquiry and dissemination as required. Any bid response that is submitted in full as “confidential” or “proprietary” shall be rejected as non-responsive, no exceptions.

All financial, statistical, personnel, technical and any other data and information relating to the City’s operations shall remain strictly confidential. Any breach of confidentiality pertaining to any part of the City’s operations shall result in immediate contract termination.

Pursuant to the Michigan Iran Economic Sanctions Act, 2012 P.A. 517, by submitting a bid, proposal or response, Respondent certifies, under civil penalty for false certification, that it is fully eligible to do so under law and that it is not an “Iran linked business,” as that term is defined in the Act.

Debarment:

Contractor hereby warrants that it, its employees, contractors, subcontractors or agents (collectively “Contractor”) are not suspended, debarred, excluded, or ineligible for participation in or from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration. Contractor must within 30 calendar days advise the City if, during the term of this Purchase Order, Contractor becomes suspended, debarred, excluded or ineligible for participation or from receiving Federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the Federal General Services Administration. Contractor will indemnify, defend and hold the City harmless for any loss or damage resulting from the conviction, debarment, exclusion or ineligibility of the Contractor.

Cost of Preparation:

The Respondent shall be responsible for all costs incurred in the development and submission of any response. The City assumes no contractual obligation as a result of the issuance of the solicitation, the preparation or submission of a response by a Respondent, the evaluation of an accepted response, or the selection of finalists. The City shall not be contractually bound until the City and the successful Respondent have executed a written Contract for performance of work.

Discrepancies or Omissions:

If a bidder should find discrepancies or omissions in these documents, they should at once notify the Purchasing Agent/Buyer. The bidder is required to furnish any information regarding any additional costs not covered herein by the City with their bid. It is the City's intent for all costs to be included herein. Any costs not included herein may not be considered allowable costs under this contract.

Non-Collusion:

By signed submittal and completion of this document, the Contractor certifies that this proposal response is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a proposal for the same product and that this proposal is in all respects bona fide, fair, and not the result of any act of fraud or collusion with another person or firm engaged in the same line of business or commerce. The Contractor understands collusive bidding is a violation of Federal Law and that any false statement thereunder constitutes a felony and can result in fines, imprisonment, as well as civil damages.

Solicit Cancellation:

The City reserves the right to cancel this solicitation and/or any planned award for any or no reason as it deems in its own best interests, at no additional costs to the City. Such cancellation notice shall be provided to the awarded vendor prior to a final order being placed.

TERMS AND CONDITIONS CONTINUED

Economy of Responses:

Responses and presentations should be prepared simply and economically, providing a straightforward and concise description of the Respondent’s capabilities to satisfy the requirements of the solicitation. Special bindings, colored displays, etc. are not necessary. Emphasis should be placed on completeness and clarity of content.

Taxpayer Identification Number Certification:

Bidders are certifying with the signature applied to this bid response the following,

1. The number shown on this document is the correct taxpayer identification number (or I am waiting for a number to be issued to me)

2. I am not subject to backup withholding,

(a) I am exempt from backup withholding, or

(b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a failure to report all Interest or dividends, or

(c) The Internal Revenue Service (IRS) has notified me that I am no longer subject to backup withholding and

3. I am an U.S. person (including an U.S. resident alien)

Certification Instructions:

You shall cross out item #2 above if you have been notified by the Internal Revenue Service (IRS) that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item #2 does not apply.

Environmentally Preferable Purchasing:

The City of Grand Rapids desires wherever possible to reduce energy consumption, reduce waste products, develop higher energy efficiencies, acquire products with less toxic content, higher recycled content, and promote the use of less packaging while encouraging higher recycled content in packaging of shipments. The City also desires to have alternate services proposed that would provide more durable, reusable, recycled and/or remanufactured alternatives that will help reduce/eliminate waste or pollution, the products/services offered shall be environmentally preferable to provide the best value and best life span consistent with the industry standards for the use of the products/services. In the performance of service contracts, the utilization of alternate fuel vehicles shall be considered.

Reserved Rights:

The City of Grand Rapids reserves the right to request any additional information which might be deemed necessary after responses are submitted as it deems in its own best interests to do so.

Further, the City, as it deems in its own best interest, reserves the right to:

1. Reject any or all bids.

2. Issue subsequent Requests for Bid.

3. Postpone opening for its own convenience.

4. Remedy technical errors in the Request for Bid process.

5. Approve or disapprove the use of particular subcontractors.

6. Solicit best and final offers from all or some of the Bidders.

7. Award an agreement to one or more Bidders.

8. Waive informalities and irregularities in bid responses and/or products proposed.

The City reserves the right to check all references furnished and consider responses received in determining the award. The City reserves the right to perform investigations as may be deemed necessary by the City to assure that competent persons will be and are utilized in the performance of any Agreement and to verify the accuracy of the contents of responses.

Addendum:

The City will issue responses to inquiries and any other corrections or amendments it deems necessary in written addenda issued through the MITN Purchasing Group and prior to the response due date. Respondent should not rely on any representations, statements, or explanations other than those made in this solicit or in any written addendum to this solicit. Where there appears to be conflict between the solicit and any addenda issued, the last addendum issued shall prevail.

It is the Proposer’s responsibility to assure receipt of all addenda. The Proposer should verify with the MITN Purchasing Group site prior to submitting a response that all addenda have been received. Respondent who obtains copies of this solicit from sources other than the MITN Purchasing Group, risk the potential of not receiving addenda. Such Respondent is solely responsible for those risks.

TERMS AND CONDITIONS CONTINUED

Price Quotations:

All prices shall be quoted in U.S. dollars. Pricing proposed for equipment as described herein shall be inclusive of all title costs, overhead, freight, shipping, delivery, all fuel costs, mobilization, labor, materials, equipment, scheduling, incidentals, profit, and all other miscellaneous cost borne by the Contractor.

Response Submittals:

Bidders should complete and submit this completed, signed document, along with any descriptive literature or attachments, in the Bidnet Direct solution shall be uploaded in Bidnet Direct (https://www.bidnetdirect.com/mitn), as per the instructions provided, by the deadline specified. The City reserves the right to waive, at its discretion, any irregularity or informality that City deems correctable or otherwise not warranting rejection of the bid response.

Responses may be withdrawn or modified in writing prior to the response submission deadline. Following the deadline date responses will be considered firm. Responses received after the date and time indicated will not be accepted or considered.

All responses become the property of the City of Grand Rapids. The content of all responses shall be held confidential and sealed until after the public bid opening.

Hard Copy: In lieu of electronic submittal, a hard copy of this completed document may be submitted in a sealed container along with any other descriptive literature or technical specifications, with the following information prominently displayed on the shipping container:

Purchasing Department - City of Grand Rapids 300 Monroe NW Room 720 Grand Rapids, MI 49503

Bid Ref #120-21-05 Inflatable Rescue Boat and Equipment, Motor Trailer & Sonar/Scanning Device Due: October 10, 2025, 11:00 AM EDT

Company Name: #####

Hard copies of the response may be either mailed, delivered, or hand-delivered by the City’s Purchasing Department no later than the date specified; submittals received in this manner shall be received no later than the due date. Responses must be shipped in one box or package. If the response is sent by mail or commercial express service, the Respondent shall be responsible for actual delivery of the response to the City Purchasing Department before the deadline.

Solicit Evaluation/Award:

The evaluation of and award for this solicitation shall be made to the responsible offer whose response is determined in writing to be the best value for the City taking into consideration total costs and the evaluation factors set forth in this solicitation. Further, the City reserves the right to award the solicitation and enter into a contract deemed to be in the City’s best interest. The City reserves the right to award in total, to reject any and all responses in whole or in part, and to waive any informality or technical defects of the products proposed, if, in the City’s sole judgment, the best interests of the City will be served.

The award of a contract shall be at the sole discretion of the City. Upon making an award, or giving notice of intent to award, the Purchasing Department will provide appropriate notice electronically. The contract file shall contain the basis on which the award is made.

Factors that will be considered, but shall not be limited to are:

A. Total Costs B. Product Bid, see Specifications C. Delivery Date D. Responsiveness to the Bid E. Service Dealer Location F. Made in USA

The City reserves the right to split the award to one (1) or more vendors if it deems it in its own best interest to do so. The City reserves the right to split the award by item or any combination of items if it deems it in its own best interest to do so.

Debriefing: The entire solicitation file, including ratings and justifications of award, will become public information and may be available for review upon request, only after final award approvals are completed. Debriefing requests shall be by appointment only.

Indemnity Requirements:

Upon execution of the Contract, the Contractor shall agree to assume all liability for and protect, indemnify and save the City, its agents, officers and employees, harmless from and against all actions, claims, demands, judgments, losses, expense of suits or actions and attorney fees for injuries to, or the parties hereto, and their agents contractors, sub-contractors, officers and employees, arising in connection with or as a direct or indirect result of entering into and performance of the contract, whether or not due to or arising out of the acts of any party thereto or its agents, contractors, sub-contractors, officers and employees, or by or in consequence of any negligence or carelessness in connection with the same or on account of liability or obligation imposed directly or indirectly upon the City by reason of any law of the State of Michigan or the United States, now existing or which shall hereinafter be enacted, imposing any liability or liability or obligations, or providing for compensation to any person or persons on account of or arising from the death of, or injury to employees, said contractor shall pay, settle, compromise, and procure the injury to employees, said contractor shall pay, settle, compromise, and procure the discharge of any and all such claims and all such losses, damages, and expenses.

Contacts:

The Purchasing Department is the sole point of contact in the City of Grand Rapids with regards to all procurement and contractual matters relating to the commodities and/or services described herein. The Purchasing Department is the only office authorized to change, modify, amend, alter, clarify etc., the specifications, terms, and conditions of this bid and any contract awarded as a result of this request. The Purchasing Department shall remain the “sole point of contact” throughout the procurement process until such a time as the Purchasing Agent/Buyer shall direct otherwise in writing.

Project Manager:

The Project Manager when herein after used shall refer to the administrator or designated representative responsible for the facilities as defined herein and will be the contact person for the successful vendor for day-to-day operations. The Project Manager shall be provided to the vendor upon award of the bid. The Purchasing Agent and/or Project Buyer shall serve as contacts for all contractual issues. The Contractor shall schedule and coordinate all services with the Project Manager.

Non-Assignment:

The Contractor shall not assign, sub-contract, or sub to a sub-contractor without the written approval of the Purchasing Agent and the Project Manager. No subs shall be allowed if not specified initially on the bid document.

Performance by Subcontractors:

The City understands and agrees that the actual performance of the services shall be made by the primary Contractor as specified herein on the bid document page. For purposes of this agreement, performance of the services by any subcontractor shall be deemed as performance by the primary Contractor itself. The successful Contractor must obtain approval from the authorized City Project Manager for each such subcontractor. The primary Contractor shall remain exclusively responsible for the performance or non-performance of the services by any subcontractor, to the same extent as if the primary Contractor itself performed or failed to perform such services. Rates for subcontractor staff will not exceed any fee schedule established for the Contractor for the job title/classification. The City agrees to solely consider the primary Contractor, and not to any subcontractor, for satisfaction of any claims that the City may have arising out of this Agreement or the performance or nonperformance of services. In the event the prime Contractor utilizes one or more subcontractors, the prime Contractor will assume all responsibility for performance of services by the subcontractor(s).

Delivery:

All shipments shall be F.O.B. delivered, freight included, to the City of Grand Rapids Fire Department, 500 Bridge NW, Grand Rapids, MI, 49504., Grand Rapids, MI 49503. F.O.B. terms other than “F.O.B. delivered” shall not be accepted. Delivery shall be coordinated with the Project Manager.

Advanced Notice:

The City reserves the right to require 24-hour advance notice of delivery as required. Notification of delivery shall be made (if this requirement is activated) to the designated Project Manager. Activation of this clause shall be made by the designated Project Manager.

Warranty:

All standard manufacturer’s warranties for equipment delivered shall be extended and provided to the City.

Boat Title:

All boats and trailers shall be titled to the City of Grand Rapids. Bid Item #1 shall be titled the City of Grand Rapids, 38 LaGrave Avenue SE, Grand Rapids, MI 49503.

Compensation:

Any provision in this Agreement to the contrary notwithstanding, the maximum obligation of the City for services described in this agreement is limited to the not-to-exceed amounts as specified in the purchase order(s) and subsequent contract(s), unless this Agreement is modified in writing after the City Commission has authorized additional funds. The City is not obligated to spend any minimum or maximum obligation authorized under this Agreement.

City Income Tax to Be Withheld:

The Contractor shall certify the status of such payment to the City by Affidavit assuring the City regarding the withholding of income taxes as needed.

Personal Property Tax:

The Contractor shall certify the status of such payment to the City by Affidavit assuring the City regarding the payment of property taxes as needed.

Invoicing:

All invoicing of goods and services related to the project shall be forwarded to the Project Manager as stated on the Purchase order and subsequent contract. To process invoice payment: 1) a Purchase Order/Contract shall be issued, 2) an original invoice and two copies shall be sent with the delivered products to the ordering department by the vendor clearly indicating Purchase Order Number and department, and 3) a sign‑off shall be on file from the department indicating receipt and acceptance of the goods and/or services. The City will make final payment within 30 days after the goods and/or services have been fully delivered and accepted or the work completed to the full satisfaction of the City.

Vendor Shall Note:

The successful Contractor shall be aware that invoicing shall be accepted only from the Contractor as listed on the bid document and subsequent term purchase order and only in the format as specified herein. Invoices not meeting this requirement shall be discarded. No consideration shall be made by the City on behalf of the Contractor for any reason in these circumstances. In these circumstances corrected invoices resubmitted for payment shall not be considered after (90) ninety days.

Non-Reimbursable Charges:

Pricing proposed shall include all overhead expenses and incidentals which shall include, but not be limited to the following: travel time, shipping, delivery, freight, per diem, fuel surcharges, vehicle costs and equipment charges, etc. No additional cost shall be recognized without the prior written approval of the City Project Manager.

Payment:

The City expects to make payment to the vendor within thirty (30) days after receipt, inspection, and acceptance of the equipment. All delivered equipment shall include boat registration, title, billing invoice and all other pertinent paperwork. Bid price per unit shall be complete including title transfer.

Independent Contractor:

The Contractor shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant or employee of the City of Grand Rapids. Contractor shall have exclusive control of and the exclusive right to control the details of the services and work performed hereunder and all persons performing the same and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any. Nothing herein shall be construed as creating a partnership or joint venture between the City of Grand Rapids and Contractor. No person performing any of the work or services described hereunder shall be considered an officer, agent, servant, or employee of the City of Grand Rapids, nor shall any such person be entitled to any benefits available or granted to employees of the City of Grand Rapids.

Modifications:

This contract shall not be modified, amended, extended, or augmented without prior approval of the Purchasing Agent/Buyer. City Commission approval may also be required. Changes of any nature reflecting a modification to this contract, or any increase or decrease in costs, shall not be permitted without a properly drafted change order submitted by the Purchasing Agent or Buyer. Failure to comply shall result in non-payment of the additions and cancellation of the contract.

Remedies:

All claims, counterclaims, disputes, and other matters in question between the City and the Contractor, including their agents, employees, subcontractors, Contractors, or other subordinate parties arising out of or relating to this Agreement or its breach shall be decided in a court of competent jurisdiction within the County of Kent, State of Michigan, or in the U.S. District Court for the Western District of Michigan. This Agreement is to be governed by and interpreted in accordance with the law of the State of Michigan.

TERMS AND CONDITIONS CONTINUED

Force Majeure:

Any delays in, or failure of performance of either party hereto, shall not constitute default hereunder or give rise to any claims for damages, if, but only to the extent that, delays or failure are the direct result of causes beyond the reasonable control of the party affected and which, by the exercise of reasonable diligence, said party is unable to prevent, which shall include war, civil disorder, lockouts, riots, strikes, action of the elements, regulations imposed by law or administrative rule. The party so affected shall exercise due diligence in such an event to prevent or overcome such cause and to resume performance as expeditiously as possible.

Waiver:

This Agreement shall be construed in a manner that a waiver of any breach of any provision of this Agreement shall not constitute or operate as a waiver of any other breach of such provision or of any other provisions, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision.

Severability:

This Agreement shall be severable, if any part or parts of this Agreement shall for any reason be held or unenforceable by a court of competent jurisdiction, all remaining parts shall remain binding and in full force and effect.

Press Release or Other Public Communications:

Under no circumstances shall the Contractor without the express written consent of the City: a) Issue or permit to be issued any press release, advertisement or literature of any kind which refers to the City, or the Work being performed hereunder, unless the Contractor first obtains the written approval of the City. Such approval may be withheld if for any reason the City believes that the publication of such information would be harmful to the public interest or is in any way undesirable; and b) Communicate in any way with any Contractor, department, board, agency, commission or other organization or any person whether governmental or private in connection with the Services to be performed hereunder except upon prior written approval and instruction of the City; and c) Except as may be required by law, the Contractor and its employees, agents, subcontractors and suppliers will not represent, directly or indirectly, that any product or service provided by the Contractor or such parties has been approved or endorsed by the City.

Cancellation:

The City reserves the right to cancel this contract for any or no reason with thirty days written notice at no additional cost to the City.

Acceptance of Facsimile, Scanned, or Electronic Signatures:

The parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission or delivered by scanned image or such other electronic means including a signature entered into the City’s Purchasing Software. Such facsimile, scanned, or electronic signature shall be treated in all respects as having the same effect as an original, wet-ink signature.

Counterparts:

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

Terms and Conditions of Ensuing Contract:

This Agreement, and any attachments, incorporated by reference, constitutes the entire agreement between City and Contractor relating to the subject matter hereof and supersedes any previous agreements or understandings, oral or written. In the event of any conflict between the provisions of this Contract and the provisions of any work order hereunder, the provisions of this Contract shall control. If additional or supplemental terms and conditions either intentionally or inadvertently appear separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the general and any special conditions in this response are the only conditions applicable to the response and any ensuing contract and the bidders authorized signature affixed to the response solicitation signature form attests to this.

Vendor shall note: if the City obtains or becomes aware of all past or pending complaints, disciplinary actions, civil actions, criminal actions, etc. that were not disclosed in the space and form provided in the bid document, the City reserves the right to unilaterally cancel the contract immediately, as it deems in its own best interests to do so.

Bid responses comply with all terms and conditions contained herein: |_| Yes |_| No

If no, list exceptions below in detail:

Bidder:

TERMS AND CONDITIONS CONTINUED

Litigation History A. The Proposer must provide a history for the last five (5) years of all claims, settlements, arbitrations, litigation proceedings, and civil actions involving $20,000 or more, and all criminal legal actions in which the company, its parent company, subsidiaries, all partners, or principals were involved. For each case, the Proposer must provide the following: The name of the claim, arbitration, litigation or action, the amount at issue or the criminal charges alleged, and the status or final disposition of the case.

B. The Proposer must also provide details of any current or threatened legal actions in Michigan against the Proposer or its parent company, subsidiaries, all partners, principals, or joint venture company(ies) by a governmental entity contracting with the Proposer or its parent, or against such a government entity by the Proposer or its parent company or joint venture company(ies). For each action, the Proposer must provide the following: The name of the action and the court in which the action is pending, the action number and the amount at issue.

C. The Proposer shall provide a list of all enforcement actions taken against it during the last five (5) years by any regulatory agency such as, but not limited to, the Internal Revenue Service, the United States Environmental Protection Agency, the Michigan Department of Environmental, Great Lakes and Energy or a Local Enforcement Agency. The list shall include name of the regulatory agency and the date of enforcement action.

D. The Proposer shall inform the City if it has had a permit, franchise, license, entitlements, or business licenses that have been revoked or suspended in the last five (5) years.

E. The Proposer must list any claims against a Bid or Performance Bond and the results or any contractual defaults or termination over the last five (5) years.

Check One:

[ |_| ] Neither the undersigned firm, nor any of its officers or principals, has been a party to any litigation and/or judgments entered against it or them by any local, state, or federal governmental entity, and has had no litigation and/or judgments entered against any such entity on its or their behalf during the past five (5) years.

OR

[ |_| ] The undersigned firm, BY ATTACHMENT TO THIS FORM, submits a summary and disposition of individual cases of litigation and/or judgments entered by or against it or one or more of its officers or principals by any local, state, or federal governmental entity, by any state or federal court, during the past five (5) years.

COMPANY NAME

NAME (PRINT OR TYPE)

TITLE

AUTHORIZED SIGNATURE

Failure to check the appropriate blocks above may result in disqualification of your response. Likewise, failure to provide documentation of a possible conflict of interest, or a summary of past litigation and/or judgments, that the City obtains after the fact, through any means, may result in disqualification of your response and cancellation of any contract(s).

Conflict of Interest By signing below, the Contractor represents that:

No officer, director, employee, agent, or other consultant of the City or a member of the immediate family or household of the aforesaid has directly or indirectly received or been promised any form of benefit, payment, or compensation, whether tangible or intangible, in connection with the grant of this Agreement.

There are no undisclosed persons or entities interested with the Consultant in this Agreement. This Agreement is entered into by the Contractor without any connection with any other entity or person making a proposal for the same purpose, and without collusion, fraud, or conflict of interest. No elected or appointed officer or official, director, employee, agent, or other consultant of the City, or of the State of Michigan (including elected and appointed members of the legislative and executive branches of government), or a member of the immediate family or household of any of the aforesaid:

a. is interested on behalf of or through the Consultant directly or indirectly in any manner whatsoever in the execution or the performance of this Agreement, or in the services, supplies, or work, to which this Agreement relates or in any portion of the revenues; or

b. is an employee, agent, advisor, or consultant to the Consultant or to the best of the Consultant’s knowledge any subcontractor or supplier to the Consultant.

Neither the Consultant nor any officer, director, employee, agency, parent, subsidiary, or affiliate of the Consultant shall have an interest which is in conflict with the Consultant’s faithful performance of its obligation under this Agreement; provided that the City, in its sole discretion, may consent in writing to such a relationship, provided the Consultant provides the City with a written notice, in advance, which identifies all the individuals and entities involved and sets forth in detail the nature of the relationship and why it is in the City's best interest to consent to such relationship.

The provisions of this Article are supplemental to, not in lieu of, all applicable laws with respect to conflict of interest. In the event there is a difference between the standards applicable under this Agreement and those provided by statute, the stricter standard shall apply.

In the event Consultant has no prior…