Bid Document 180-92-01.docx

Bid File #180-92-01

BID DOCUMENT

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

Bid File #180-92-01 Sale/offloading of Phosphorus/Struvite Solicitation Response Due Date: December 5, 2024

Bids are requested for a one-year term contract with two, one-year renewal options for the “as needed” sale or offloading of phosphorus/struvite, as per the specifications contained herein.

All information in a bidder’s proposal 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.

Companies interested in submitting a response to this solicitation are required to complete this bid document and upload the submittal response through the Bidnet Direct procurement system along with any attachments at https://www.bidnetdirect.com/mitn, or via hard copy submittal as outlined herein, by the deadline specified.

Bidders shall contact Vendor Support at the MITN Purchasing Group if they are having issues with their electronic bid submission. Vendor Support is available at 800-835-4603, Option 2, or at support@bidnet.com.

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 companies for this solicitation are required to be registered in the City’s financial management system, Advantage360. If you are not currently registered, or wish to update an existing vendor profile, click on the following link to begin registration: https://myadvantagecloud.cgi.com/micgr/vss/AltSelfService

Specifications

Scope of Work:

The City of Grand Rapids desires the establishment of a one-year term contract with two, one-year renewal options for “as needed” sale or offloading of phosphorus struvite generated from an Integrated Phosphate Management system installed at the WRRF Biodigesters, as specified herein. Bid pricing proposed shall include all product pricing, delivery, labor, equipment, materials, and incidentals. No deposits or demurrage of any kind shall be allowed or accepted. In order to maximize the competitive environment for required services, as well as to maximize availability of resources, the City reserves the right to award to multiple companies as it deems in its own best interests.

Currently, the Water Resource Recovery Facility (WRRF) SCHWING BIOSET Struvite Recovery Process is producing approximately 4 Supersacks of small phosphorus crystals, every 5 days; the WRRF anticipates “will call” pick-ups every 4 weeks for a full load of 20 Supersacks. The City does not guarantee any minimum or maximum product quantities.

All product provided by the City will be loaded into Supersacks, each approximately 1500 pounds. The vendor will provide their own means of transporting the product, with City employees loading the SuperSacks onto the vendor truck with a City forklift or other resources. SuperSacks are currently the utilized option for storing the phosphorus product. At the recommendation of the bidder to utilize a dumpster or other collection receptacle the WRRF will consider alternative collection practices and may request the bidder to supply dumpsters or other collection receptacles.

Samples of existing phosphorus product can be provided by the WRRF to vendors upon request, prior to the Bid submittal due date, within reasonable time of request.

Pick up of product shall occur Monday through Friday between the hours of 9:00 A.M. - 2:00 P.M. EDT, excluding holidays, as designated by the Project Manager. Deliveries shall be coordinated with the City Project Manager to ensure personnel are available for loading of product; the Contractor shall be notified of the Project Manager and pertinent information upon award of the bid.

The Contractor shall be solely responsible and abide by all Federal, State, and local laws, pertaining to the safety of all employees. All Contractor’s employees, equipment, and vehicles providing services for the City shall be clearly marked to be easily identified.

Service vehicles shall not be loaded in excess of the maximum legal load limit of the State of Michigan. The Contractor shall keep their equipment clean, presentable, and in good operating condition, free from oil and other leaks, and shall not operate in any manner that will cause the operation to be unsightly. The Contractor and/or Contractor's employees shall comply with speed and weight limits within the site.

The City may prohibit from the work site any employee of the Contractor deemed to be incompetent, careless, insubordinate, unsuitable or otherwise objectionable, and whose continued employment upon public premises deemed contrary to the public interest.

Solicitation Response: Cost Sheet

1. 1 LB Sale/offloading of phosphorus/struvite in 1500# supersacks, $ /LB $ /LB $ /LB amount payable to the City for product removed.

OR

2. 1 LB Sale/offloading of phosphorus/struvite in 1500# supersacks, $ /LB $ /LB $ /LB amount payable to the Contractor by the City for product removed.

Provide additional details and clarifications, if needed, on the above unit costs proposed, including but not limited any pricing index information, provided product composition (ie no more than 2% free moisture determined by agreed method), minimum product nutrient values, manifest information, etc:

Bidder:

Solicitation Response: Questionnaire Bidders are required to complete the information as 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 services your company has provided similar and/or exact as specified herein:

If using subcontractors in the performance of any part of this contract, including delivery, provide complete company information and detail, including but not limited to company name, services to be performed, etc.:

List national holidays observed by your company that may affect service delivery:

|_| New Year’s Day |_| Martin Luther King Day |_| Memorial Day

|_| Independence Day |_| Labor Day |_| Thanksgiving Day

|_| Friday after Thanksgiving |_| Christmas Eve |_| Christmas Day

|_| Other: |_| Other: |_| Other:

Specify the following contacts if awarded the contract:

Specify the expected intended or final use of the product received from the City, including any and all approved permits, certifications, etc at the federal and state levels:

Solicitation Response: Questionnaire Con’t

- Specify delivery timeframe for orders, from receipt of purchase order. /Days

- Specify any minimum order quantities, for pickup of product:

- Specify any minimum load requirements or any additional costs required, for service, including details on your company capabilities of responding for full truck loads, LTL, etc:

- Equipment:

Provide a brief overview of any equipment, tools, materials, vehicles, etc carried on service vehicles that may be utilized during the performance of this contract:

- Provide the certified scale facility name and location, or alternate methods, that will be utilized for determination of final weight of product per pickup:

- Specify any special requirements, resources, or conditions that may be required to be provided by the City of Grand Rapids to the successful contractor that may impact the services and deliveries:

Terms & 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, nor does it obligate the City to pay for any costs incurred in preparation and submission of responses or in anticipation of an agreement.

The City of Grand Rapids “General Terms and Conditions” are hereby incorporated by reference. By signed submittal and completion of this document, the Contractor understands and agrees that this is a non-exclusive Contract, whereby the City retains the right to order similar services described herein at its own discretion, at any time, from any vendor, as it deems in its own best interests to do so.

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.

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.

Any and 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 guarantees 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 any and 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, he/she 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.

Terms & Conditions - Continued

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.

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 products/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 so as to provide the best value and best life span consistent with the industry standards for the use of the products/services.

If proposing a post-consumer alternate, a higher efficiency alternate, a recycled/recovered content alternate, less toxic alternate, recycled/recovered content percentages, provide detailed specifications for each product proposed with the bid response.

All energy ratings such as energy star shall be included with the bid response.

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.

Terms & Conditions - Continued

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.

Respondents who obtain copies of this solicit from sources other than the Bidnet Direct website risk the potential of not receiving addenda, since their names will not be included on the Vendor List for this particular solicit. Such Respondents are solely responsible for those risks.

Pricing:

All prices shall be quoted and invoiced in U.S. dollars. Pricing charged to the City shall include all costs for shipping, freight, delivery, etc. No increases over the bid price shall be permitted to compensate the contractor for inefficiency, errors in judgment, increases in labor costs, or profit. Price increases shall only be allowed based on proof of manufacturer’s increases in goods, to the supplier.

Quantities listed or referred to in any part of the solicitation shall be for cost analysis only and are not a guarantee of any minimum or maximum quantities to be provided or purchased by the City.

Tanker Deposit/Demurrage:

Tanker deposits / demurrage of any kind shall not be allowed. All costs associated with product delivery shall be included in the bid pricing proposed, including off-loading provided by the contractor. No extra or additional charges shall be allowed, no exceptions.

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 #180-92-01 Sale/offloading of Phosphorus/Struvite Due: December 5, 2024 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 the 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, at it’s sole discretion.

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 or by email. The contract file shall contain the basis on which the award is made.

The selection of the successful bidder will be based on a combination of factors which, in the City’s opinion, will best serve the City’s interest in obtaining the desired service levels. Factors that will be considered, but shall not be limited to are:

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 award any single item and/or any combination of items as it deems in its own best interest.

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.

Award/Insurance:

After the selection of the successful contractor, the Purchasing Agent shall request verification and submission of schedule II insurance (see “Exhibit I”) as outlined by the City of Grand Rapids. No work shall begin until the proper insurance forms are received and approved, and a contract and/or purchase order is issued by the Purchasing Agent.

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 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.

Responsibility of Contractor:

The Contractor shall be responsible for his/her own work and all work performed in connection with the project. He/she shall specifically assume all risk of damage or injury from whatever cause to property or persons used or employed on or in connection with the work, and of all damage or injury from whatever cause to property or persons used on or in connection with the work.

The Contractor will be held responsible for the satisfactory and complete execution of the work in accordance with the true intent of the specifications and shall assume full responsibility for all materials and workmanship used. He/she shall provide, without extra charge, all incidental items required as a part of his/her work, even though not particularly specified or indicated.

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 form 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 contractors 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).

Qualification of Contractor's Employees:

Any inability by the contractor for any and all reasons to maintain a regular and consistent work force may result in default of this contract.

Contract Term:

The initial contract term shall be for a one (1) year period from date on the contract. Renewals shall be for the same period of the following years upon approval of the Purchasing Director/Buyer. Prices listed herein shall remain firm for each contract period.

Renewal Options:

The City reserves the right to renew the contract for two additional one (1) year terms at the prices contained herein and upon approval of the Purchasing Agent/Buyer.

Upon expiration of the third and final renewal option, the City reserves the right to extend the Contract for an additional one-year term with two, one-year renewal options, upon mutual agreement and negotiation with the Contractor, subject to any further internal approvals, including the Grand Rapids City Commission.

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 amount of $xxxx per contract period as specified in the subsequent contract, 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.

Orders:

Orders for removal of product for the City of Grand Rapids Water Resource Recovery Facility shall be placed as contained herein on an "as needed" basis under the contractual terms and conditions of this contract, with individual purchase orders for each delivery generated through the City’s financial systems. The Contractor takes possession and ownership of product, as soon as product is loaded onto the Contractor vehicle. Contractor shall be aware that orders may be frequent, throughout the year. No deliveries shall be filled until the purchase order is issued to the Contractor for each individual order, unless it has been deemed an emergency situation. Failure to comply may result in non-payment of the invoice.

All deliveries and shipments shall be F.O.B. delivered, freight included, to the City of Grand Rapids department. F.O.B. terms other than “F.O.B. delivered freight included” shall not be accepted. The Contractor shall provide City departments with SDS for any and all products brought on to City property for any reason, at any time, prior to their use, throughout the life of the contract.

Advance Notice of Delivery:

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(s). Activation of this clause shall be made by the designated project manager.

Contractor’s employees shall be required to wear an identifiable uniform and/or an individual employee identification card/name tag clearly defining the individual as an employee of the Contractor. Vehicles shall also be identified with the Contractor name and/or logo. Such identification shall be prominently displayed while performing services for the City of Grand Rapids. Failure to comply with uniform and identification requirement may result in cancellation of the contract. All costs for uniforms and identification shall be included in the bid pricing proposed.

Equipment:

The Contractor shall maintain his/her equipment in good operational condition. The Contractor shall be solely responsible for any and all equipment replacement costs and incidental costs that may be incurred during services provided. Time lost due to equipment failure shall not be considered by the City. The City shall not be responsible in any way for any equipment, vehicles, and tools left unattended on City property. Service vehicles shall be fully operational at all times. Time lost due to equipment failure shall not be considered by the City for any reason. The City shall not be responsible for any repair costs and/or damages to any of the Contractor’s equipment that may result from services performed as specified herein.

City Income Tax to Be Withheld:

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

Licenses, Certifications:

The successful bidder shall be responsible for adherence to any applicable local, City, state and federal rules, regulations and ordinances and shall be required to obtain and pay for all permits, licenses and fees pertaining to the work required herein throughout the life of the contract. The Contractor shall furnish to the City upon request copies of all current licenses and permits necessary/required to provide product and service under this agreement. Failure by the Contractor to renew permits, licenses, etc. or the loss of thereof, may result in immediate cancellation of the contract.

Safety, Laws, and Regulations:

Safety is of paramount importance when performing services under this contract. The successful bidder will be responsible at all times, for protection of the work area and property related to and surrounding the project site. Workers shall be required to wear hard hats where required. The Contractor shall become fully informed of and comply with all regulations of MIOSHA, OSHA, EPA, FDA, USDA and EGLE requirements and regulations for any and all materials and work habits, that are in effect currently or come into effect at any time during the contract period, and take any other needed actions or responsibility as necessary to protect the life and health of employees on the job and the safety of the public and to protect property during the performance of works.

Invoicing:

All invoicing of goods and services related to the project shall be forwarded to the City’s Project Manager(s). Invoicing shall be on a monthly basis and include but not be limited to the following:

Vendor Shall Note: The successful Contractor shall be aware that invoicing shall be accepted only from the Contractor as listed on the bid form and subsequent Master Agreement Number 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 shipping/delivery, travel time (prior to reaching the work site), per diem, vehicle costs and equipment charges (prior to reaching the work site), fuel surcharges. No additional costs shall be recognized unless negotiated and agreed to in writing by both parties.

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.

Management of Service Contracts:

The City’s designated Project Manager shall be responsible for the day-to-day operation of the contract and contract performance monitoring. Departments are required to document any performance or problems with the contract to purchasing. Contractors are to note any and all contract problems to the Purchasing Department buyer. This process does not relieve departments or contractors of any other responsibility to purchasing including expenditure amount and providing services not specifically in the contract. Questions concerning any issues should be addressed to the Purchasing Department buyer (see modifications).

Modifications:

This contract shall not be modified, amended, extended, or augmented without prior approval of the Purchasing Agent/Buyer; additional 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/buyer. Failure to comply shall result in non-payment of the additions and cancellation of the contract.

Additions/Deletions:

The City reserves the right to add new and/or delete commodities, services, locations, departments as needed through the life of the contract upon approval of the Purchasing Agent, at the pricing, terms, and conditions herein. Additional commodities, services, agencies, and departments may be included on this contract upon receipt of written quote by the Purchasing Department, and subsequent change order issued. The costs associated with any deletion or discontinuation of services or locations shall be deducted accordingly on invoices. As this is a non-exclusive contract, City reserves the right to obtain competitive pricing as it deems in its own best interests for any additional items and/or services identified by the City, and to order such items from additional vendors if in the City’s best interests.

Method of Resolving Dispute:

The Contractor hereby acknowledges to endeavor to resolve any Contract dispute in accordance of this provision. Any dispute will be referred to each party’s respective Project Managers and shall include a description of the issues along with written, supporting documentation. The Contractor must, in the first instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their differences within a reasonable amount of time, the Contractor may escalate the dispute to the City Purchasing Agent for final resolution, up to and including termination. The parties will continue performing contractual services while a dispute is being resolved.

Records to Be Maintained, Access to Records:

The Contractor shall maintain account books, records, documents and other evidence directly pertinent to performance and billing of the services defined in this Agreement in accordance with generally accepted professional consulting and accounting practices. The City, or its duly authorized representative, shall have access to such account books, records, documents, and other evidence for the purpose of inspection, audit and copying. The Contractor shall provide proper facilities for such access and inspection.

The Contractor shall maintain and make available accounting records during performance of the services under this Agreement and until three years from date of final payment for the Project. In addition, those records which relate to any appeal, agreement, litigation, or the settlement of claims arising out of such performance or cost, or items to which an audit exception has been taken, shall be maintained and made available until three years after the date of resolution of such appeals, litigation, claims, or exception.

Reports:

The Contractor shall be required to report the contract usage by City departments, including but not limited to usage/quantities, amounts paid to the Contractor, weigh slips, etc. All records, regardless of physical form, and the accounting practices and procedures of the contractor relevant to this contract shall be subject to examination by the City. Such records shall be reported when requested by the buyer in the City of Grand Rapids Purchasing Department or other internal City staff. Contractor shall maintain all of the applicable records for at least three years following completion of this contract.

Should an audit, inspection, or examination of the contract disclose any overpricing or overcharging of any nature by the Contractor to the City, the Contractor shall reimburse, through either cash remuneration or crediting of the City’s account, the actual amount of the overcharge. Failure to provide reimbursement in a timely manner to the City shall result in immediate contract cancellation.

Terms & Conditions - Continued

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.

Force Majeure:

Whenever a contractors place of business, mode of delivery, or source of supply has been disrupted by strike, or act of God, it shall be the responsibility of the Contractor to promptly advise the City of such circumstance. In such circumstance, the City reserves the right to cancel any and all orders with the Contractor, and source the needed items or material from another source of its choice, at no additional cost.

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.

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.

Disclosure of Litigation:

The Contractor shall notify the City, within ten (10) days of receiving notice, of any litigation, investigation, arbitration, or other proceeding involving the Contractor, or sub-contractor, that arises during the term of the Contract, including but not limited to complaints, disciplinary actions, civil actions, criminal actions, fraud allegations, bankruptcies, license procedures, or a complaint under the Sarbanes-Oxley Act. Should the Contractor fail to properly notify the City under this clause, the City reserves the right to unilaterally cancel the contract immediately.

Termination/Cancellation:

The City reserves the right to cancel this Contract for Cause or for Convenience with thirty (30) days written notice to the Contractor, at no additional costs to the City. If the termination is for the City's convenience, payment to the Contractor will be made promptly for the amount of any ordering fees earned to the effective date of the notice of termination, less any payments previously made. Such requests for reimbursement shall be supported with factual data and shall be subject to the City's approval.

Vendor shall note: if the City obtains or becomes aware of any and 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.

Entirety of Agreement:

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. If you condition your bid on such additional terms and conditions, your bid shall be rejected as non-responsive. 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.

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

If no, list exceptions below in detail:

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 Quality 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…