Bid Document 400-35-21.docx

Bid File 400-35-21

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

Bid File #400-35-21 Castings, Catch Basins, Risers & Manholes Due Date: February 2, 2024

Bids are requested for a one-year term contract with two, one-year renewal options for the “as needed” purchase and delivery of castings, catch basins, risers, manholes, and accessories, as specified herein. The City intends to place orders on an “as needed” basis throughout the life of the contract.

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.

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

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 desires a one-year contract with two, one-year renewal options for the “as needed” purchase and delivery of O.E.M. East Jordan Iron Works castings, catch basins, risers & manholes and associated components. Sections I-III shall be O.E.M. East Jordan Iron Works, no substitutes. Section IV shall be approved equal.

Bid pricing for products proposed shall include all labor, design, set-ups, dies, forms, plates, equipment, materials, delivery and incidentals, fit for the intended use of the City of Grand Rapids.

All equipment and components proposed and provided to the City shall be new, unused equipment only, of the highest quality and manufacture, and include all necessary components and incidentals required to make a completely operational unit, even though such part of detail is not mentioned in the specifications. Prototypes, non-production, used, discontinued and obsolete equipment shall be unacceptable.

Castings proposed shall be manufactured in the United States of America. The City of Grand Rapids may request proof of a quality control program for castings manufactured at the producing foundry. The Contractor shall provide proof of a quality control program within five (5) days of request of the Project Manager.

Each casting shall be readily identifiable and show, at a minimum, the following: name of the producing foundry, country of manufacture (such as “MADE IN USA”), ASTM material designation, recycle symbol, individual part number, cast or heat date. Castings shall include all lettering as designated.

Castings proposed and provided shall be of uniform quality, free from sand holes, gas holes, shrinkage, cracks and other surface defects, and shall be ground smooth and well cleaned by shot blasting, throughout the life of the contract.

Gray iron castings shall be manufactured from iron conforming to ASTM A48, Class 35B, as noted in section 3.1 of AASHTO M306, or latest revision thereof. Ductile iron casting shall conform to ASTM A536.

The City desires iron material used in products provided consist of recycled material. Any recycled materials shall consist of post-consumer material.

For traffic service castings, bearing surfaces between manhole rings and covers or grates and frames shall be cast or machined with such precision to prevent rocking. Traffic service castings shall have a first article proof load test conducted and the results of that proof load shall be made available to the purchaser upon request. The proof load shall be conducted in accordance with the method and procedure that is outlined in AASHTO M306, Section 7.0, Proof Load Testing, or latest revision thereof. The casting shall be tested on a suitable and calibrated load testing machine and the casting shall hold a 40,000 pound proof load for one minute without experiencing any cracks or detrimental permanent deformation.

As-cast dimensions may vary within accepted foundry tolerances as outlined in the Iron Castings Handbook published by The American Foundry Society, Inc.

Nominally casting dimensional tolerances shall be +/- 1/16” per foot. All published casting weights are average and approximate values and shall vary +/- 5%.

Castings shall be furnished painted or unpainted as designated by the City Project Manager(s).

A foundry certification shall be furnished to the Project Manager as requested, stating that samples representing each lot have been tested, inspected, and are in accordance with specifications.

Solicitation Response / Cost Sheet

Section I - Catch Basins, EJ, No Substitutes

Section II – Manholes; Rings & Covers, EJ

Bidder:

Solicitation Response / Cost Sheet

Section II – Manholes; Rings & Covers, EJ, No Substitutes – Continued

Bidder:

Solicitation Response / Cost Sheet

Section III – Manholes; Frames, EJ, No Substitutes – Continued

Section IV – Manholes; Risers, Adjustable Rings or approved equal.

Bidder:

Solicitation Response / Cost Sheet

Section IV – Manholes; Risers, Adjustable Rings or approved equal – Continued

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.

List three (3) contacts, other than the City of Grand Rapids, for which your company has provided the product proposed for other municipalities within the previous 12 months as specified herein:

Company Experience:

Provide a brief summation of your company’s history and credentials including year established, principle owner(s) and officers, the number of continuous years your company has been in business as providing the items specified herein:

Specify the following contacts if awarded the contract:

Bidder:

Solicitation Response – Questionnaire Continued

Subcontractor(s):

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

Delivery Time:

Specify number of days from placement of order to delivery for longest lead time item. Days, Item # .

Please confirm you are supplying O.E.M. East Jordan Iron Work parts. (Sections I-III) . |_| Yes |_| No

If no, please specify.

Indicate minimum order quantities for specific line items, if any, at the pricing proposed:

List national holidays observed by your company that may affect the manufacture and delivery of goods:

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

|_| Juneteenth |_| Independence Day |_| Labor Day

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

|_| Christmas Day |_| Other: |_| Other:

Warranty Information:

Provide the warranty coverage for items proposed:

Specify the process to obtain warranty service for items proposed:

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, 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 & 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, or enter in multiple agreements for similar goods and services, as it deems in its own best interests to do so. The City reserves the right to use responses to this solicitation request, including “No Bid” responses, for the development and selection of future competitive bidder lists.

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. The City bid form 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. Bidders shall note that pricing methodologies, cost and fee proposals, and any other response information related to pricing shall not be considered confidential information.

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.

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; any bid response not completed on the City bid form 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.

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. The 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.

Terms And Conditions – Continued 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.

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, and promote the use of less packaging while encouraging higher recycled content in packaging of shipments. In the performance of service contracts, the utilization of alternate fuel vehicles shall be considered.

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.

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 Bidnet Direct 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 Bidnet Direct MITN Purchasing Group, risk the potential of not receiving addenda. Such Respondent is solely responsible for those risks.

Part Number(s):

While every reasonable effort has been made to provide the bidder the correct part number(s), the part number(s) provided herein are intended for reference purposes only and in no way shall be considered binding upon the City of Grand Rapids.

Product Supply:

Contractor shall guarantee an adequate supply of all commodities bid that is ready and available for use upon confirmation of a purchase order for the City of Grand Rapids use as specified herein, and at the prices bid, under all market conditions for the life of the contract. Failure to maintain adequate product levels and/or failure to deliver product on a consistent basis may result in immediate cancellation of the contract. The City reserves the right to change products at any time as it deems in its own best interests. No product development of any type, shape, or form shall be allowed or accepted by the City over the life of the contract.

Pricing Quotations:

All prices shall be quoted in U.S. dollars. Pricing charged to the City shall include all costs for shipping, freight, delivery, etc. Manufacturer/supplier price decreases received by the vendor from any manufacturer shall be passed on to the City in the form of reduced cost of goods to the supplier from the prices currently in effect. From time to time the City will verify such decreases with the vendor and request new price adjustments. 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 purchased by the City.

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.

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

Bid File #400-35-21 Castings, Catch Basin, Risers & Manholes Due: February 2, 2024, 11:00 AM EST Company Name: ##### Terms And Conditions – Continued

Hard copies of the response may be either mailed or hand-delivered received and stamped by the City’s Purchasing Department no later 11:00 A.M February 2, 2024. 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. 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.

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 its 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.

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 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 day-to-day operations. The Project Manager(s) shall be provided to the vendor upon award of the bid. The Purchasing Agent and Purchasing Project Buyer shall serve as contacts for all contractual issues.

Non-Assignment:

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

Contract Term:

The initial contract term shall be for a one-year period from date on the contract. Renewals shall be for the same period of the following years upon approval of the Purchasing Agent or Buyer. Pricing provided to the City 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

Orders/Releases/Purchase Orders:

Orders shall be placed on an "as needed" basis from the ordering department at the pricing, terms, and conditions of this Contract. Individual purchase orders will be provided for each order. Vendor shall be aware that orders may be frequent and throughout the year.

Delivery:

All shipments shall be F.O.B. delivered, freight included, to the City of Grand Rapids Water Department, 1900 Oak Industrial NE, Grand Rapids, MI 49505. F.O.B. terms other than “F.O.B. delivered; freight included” shall not be accepted.

All goods shall be individually labeled with corresponding bid part numbers on all shippers, invoices, and on individual items/parts.

All shipments that exceed 50 pounds shall be on pallets/crated and or banded to be able to be unloaded with a forklift. Pallets shall be manufacturer’s standard 4-way shipping pallets.

Unless otherwise specifically noted in the contract, the cost of all reels, drums, pallets and containers shall be included in the contract price, and become the property of the City of Grand Rapids.

Delivery of product that does not meet the specifications and needs of the City shall be returned to the Contractor, at no additional cost to the City. The Contractor shall be responsible for all costs incurred in the return of product that does not meet the requirements of the City. On any delivery refused by the City, the awarded vendor shall be required to immediately ship additional product meeting specifications set forth herein at no additional cost to the City. All goods shall be individually labeled with corresponding bid part numbers on all shippers, invoices and on individual items/parts.

Materials:

Replacement parts shall be of original equipment manufacturer or of equal function and quality and fit for the intended purpose used. Use of non-O.E.M. parts shall be at the discretion and prior approval of the designated Project Manager.

Warranty:

The standard manufacturer’s warranty shall be extended to the City for the equipment, components, and accessories provided. The successful bidder shall be responsible at all times, for warranting that products provided under this contract shall comply with all Federal, State safety regulations at time of delivery to the City of Grand Rapids.

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.

Invoicing:

All invoicing of goods and services related to the project shall be forwarded to the City’s Project Manager. Invoicing shall 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 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 shipping/delivery, travel time, vehicle costs and equipment charges, fuel surcharges, etc., prior to reaching the delivery site. No additional cost shall be recognized over the life of the contract.

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.

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 $XXXXX 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.

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 or 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.

Additions/Deletions:

The City reserves the right to add new and/or delete commodities, items, and departments as needed through the life of the contract upon approval of the Purchasing Agent or Buyer, at the pricing, terms, and conditions herein. Additional commodities, services, and departments may be included on this contract upon receipt of written quote by the Purchasing Department, and subsequent change order issued. 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 Terms and Conditions – Continued

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 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.

Reports:

The Contractor shall be required to report the contract usage by City departments, including but not limited to materials provided, quantities, amounts paid to the Contractor, 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 the City Project Manager. 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.

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 Contractor’s 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.

Terms and Conditions – Continued Cancellation:

The City reserves the right to cancel this contract for any or no reason with thirty (30) days written notice at no cost to the City.

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.

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.

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:

Bidder

Term 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.