ITB 26-004 Veterans Affairs Remodel.pdf

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Invitation to Bid 26-004

Veteran’s Affairs Remodel

The County of Ottawa, on behalf of Facilities Maintenance, is inviting experienced and qualified Contractors to bid on professional construction services for the renovation of office space at 12130 Fillmore, West Olive, MI. The renovation will convert office space into a conference room, breakroom, collaboration space and offices to support the department’s functions. The construction will decrease the current office space, provide new safety and security aspects and update the space to new ADA standards.

Construction is planned to be completed by May 1, 2026.

By responding to this ITB, the Contractor agrees to perform in accordance with the terms and conditions set forth herein.

ITB Issue Date: Tuesday, October 28, 2025

Voluntary Site-Visit: Wednesday, November 5, 2025

Questions Deadline: Friday, November 7, 2025

Addendum Issuance: Wednesday, November 12, 2025

ITB Deadline: Monday, November 17, 2025

Evaluation Timeline (Estimated): Friday, November 21, 2025

Intent to Award (Estimated): Friday, November 28, 2025

Contract Start (Estimated): Friday, January 2, 2026

Project Completion Date: Friday, May 1, 2026

ITB Administrator: Steven Holden, Procurement Specialist, 616-994-4778, purchasing.rfp@miottawa.org

All requests for additional information or questions should be directed to the ITB Administrator.

mailto:purchasing.rfp@miottawa.org

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Table of Contents

Invitation to Bid 26-004

Section 1 - Information Summary:

Section 2 - Scope of Work:

A. Project Summary

B. Alternate 1

C. Vendor Qualifications and Mandatory Requirements

D. Pricing and Invoicing

Section 3 – Bonds, Securities and Insurance:

Section 4 - Bid Award Process:

Section 5 - Contract Terms, Period, Procedures and Use:

Section 6 - ITB Terms and Conditions:

Section 7 - General Terms and Conditions:

Appendices:

Appendix A – Contract Sample

Appendix B – Insurance Requirements

Appendix C – Ottawa County Veteran’s Affairs Remodel

Appendix D – Bid Forms

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Section 1 - Information Summary:

General Information:

The County of Ottawa distributes solicitation documents through the Michigan Intergovernmental Trade Network (MITN), website at http://www.bidnetdirect.com/mitn and through the Purchasing page of the County of Ottawa’s website located at http://www.miottawa.org/Departments/FiscalServices/bids.htm. Copies of bid documents obtained from any other sources are not considered official copies, and may result in failure to receive addenda, corrections or other revisions that may be issued.

For purposes of this ITB, the term “Contractor,” “Vendor,” “Proposer,” “Respondent,” or “Bidder” are considered to have the same meaning, all referring to the person or company responding to this ITB. Additionally, the terms “County,” “Client,” or “Owner” refers to the County of Ottawa. Finally, the terms “Bid,” and “Offer” are considered to have the same meaning.

Bid Submission:

Bids must be received by Monday, November 17, 2025. Bids received after this time will not be considered. Bids may be withdrawn at any time prior to the scheduled ITB Deadline. Bids must be firm and may not be withdrawn for a minimum period of 90 calendar days after the ITB Deadline. Bids should be concise and complete, covering all items identified, emphasizing an understanding of the project and the resources to perform the intended work. Bids will be reviewed to determine if submission requirements are met. Bids that do not comply with submittal instructions established in this document or that do not include the required information may be rejected as non-responsive. Vendor assumes responsibility for meeting the submission requirements and addressing all necessary technical and operational issues to meet the project objectives.

All bids must include completed, signed copies of all required attachments. Vendor assumes all risks associated with electronic submission (including possible technical issues). Attachments must be filled out in full and signed by an authorized Company representative.

Bid Response:

Bid response must contain completed, signed copies of each of the following required attachments:

• Appendix D – Bid Form http://www.bidnetdirect.com/mitn http://www.miottawa.org/Departments/FiscalServices/bids.htm

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Bids will be accepted by e-mail submission, as follows:

Respondents will submit an electronic response (preferably single-file PDF format) by e-mail to: purchasing.rfp@miottawa.org with subject line of: “ITB 26-004 Veteran’s Affairs Remodel.” The County can receive email attachments up to 25 megabytes. Bid documents larger than 20 megabytes should be sent in multiple emails with subject line of: “ITB 26-004 – 1 of 2.” It will be the Contractors’ responsibility to ensure that their bids have been appropriately delivered and received.

Bids will be accepted by Hard-Copy Submission, as follows: Responses may submit by express or overnight mail/shipping service, U.S. Postal Service, hand delivery by a company representative, or by Courier in a sealed package clearly marked on the outside: “ITB 26-004.” The bid will be addressed to: County of Ottawa / Fiscal Services – Purchasing | 12220 Fillmore Street, Room 331 | West Olive, Michigan 49460.

Modification:

Prior to the date and time set forth as the ITB Deadline, bids may be modified or withdrawn by the Contractor’s authorized representative. After the submission deadline, responses may not be modified or withdrawn without written consent of the County.

Pre-Bid Conference:

Members of the project team will be hosting a voluntary site-visit at the date/time and locations below.

Wednesday, November 5, 2025 at 1:00PM ET Ottawa County Jail 12130 Fillmore St, West Olive, MI 49460

Vendor representatives attending the site-visit are asked to RSVP attendance by Tuesday, November 4, 2025 at 5:00PM ET to: Steven Holden, Procurement Specialist, 616-994-4778, or email: purchasing.rfp@miottawa.org.

Questions:

Contractors may submit questions and requests for clarification relating to this ITB to the ITB Administrator by the stated deadline. Responses to all questions and inquiries received by the County will be issued in the form of an Addendum and posted on the MITN and the County’s website, as needed. Only answers to questions submitted prior to the submission deadline and released in the form of an Addendum will be considered official and final. Any remarks or explanations made by phone, email or in-person will be considered draft and will be non-binding.

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Public Bid Opening:

All bids received on or before 2:00 PM ET on November 17, 2025, will be opened and recorded. No immediate decisions are rendered. All bids will be read aloud starting at 2:00 PM ET at the County Administration building located at Conference Room A | 12220 Fillmore Street | West Olive, Michigan 49460. Bidders are not required to attend the bid opening and may alternatively request a copy of the public opening tabulation via email to purchasing.rfp@miottawa.org, available no later than 5:00 PM ET, depending on the number of bidders.

Vendor Qualifications and Mandatory Requirements:

Contractors will submit bids with the understanding that prior to the award of contract, the County may make investigations as deemed prudent to determine the contractor’s qualification and eligibility.

Bidder must have been regularly and continuously engaged in the business of labor, materials, and all necessary construction related to services similar to this project for three (3) years. Contractor must be able to meet all insurance requirements as outlined in the ITB General Terms and Conditions. Bidder shall possess all certifications, permits, licenses, and credentials necessary for general construction. Bidder will obtain all required final permits and inspections required.

Awarded Contractor must assume full responsibility for the acts of its personnel, including subcontractors, all of whom may be subject to background checks and approval by the County, that come to the park for delivery, installation, training, maintenance and repairs, etc. Contractor will have a site supervisor on site at all times that personnel and subcontractors are working.

Contractor must prevent damage to County property.

Under this solicitation, awarded vendor is required to notify Facilities Maintenance of any manufacturer recalls regarding items ordered or used.

Conflict of Interest:

By submission of a response, the Bidder agrees that at the time of submittal, they:

(1) have no interest (including financial benefit, commission, finder’s fee, or any other remuneration) and will not acquire any interest, either direct or indirect, that would conflict in any manner or degree with the performance of Bidder’s services, or (2) will not benefit from an award resulting in a “Conflict of Interest.”

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Section 2 - Scope of Work:

The County of Ottawa, on behalf of Facilities Maintenance, is inviting experienced and qualified Contractors to bid on professional construction services for the renovation of office space at 12130 Fillmore, West Olive, MI. The renovation will convert office space into a conference room, breakroom, collaboration space and offices to support the department’s functions. The construction will decrease the current office space, provide new safety and security aspects and update the space to new ADA standards.

A. Project Summary

Fishbeck has prepared a Project Manual, which includes a comprehensive scope of work and project specifications, found in Appendix C – Ottawa County Veteran’s Affairs Remodel. Bidders are responsible for reviewing the Specifications and Drawing Set in its entirety and all information on all drawings and specifications provided. The awarded Contractor will be expected to perform the work as described and with consideration for all aspects of the project, including, but not limited to permits and licenses, subcontractor performance and scheduling, RFI’s, substitution/change request, existing conditions, materials and trade specifications, on-site inspections, site cleanup, storage and removal of construction materials, closeout submittals, training and testing procedures.

Work shown on the blueprints excluded from this project’s scope includes flooring, appliances, and final painting. The awarded contractor shall, however, prepare all walls to receive the final coat of paint. The contractor will be responsible for all other aspects of construction, including but not limited to, electrical, plumbing, fire and life safety systems, and security.

The building will continue to be occupied during the project. Contractor will work with the County’s Project Manager to accommodate the public and staff to limit disturbances. Work may be performed Monday through Friday from 8am to 5pm. A construction schedule will be coordinated between the awarded Contractor and the County Project Manager. All exits required by code will need to be kept open during the construction period.

For project closeout, Contractor must work with County’s Project Manager on correction punch list. Contractor must accompany County’s Project Manager on preliminary inspection to determine items to be listed for competition or correction.

Punch list must be completed prior to closeout. Closeout submittals include: project record documents, operation and maintenance data and manuals, warranties, bonds, and other types as requested by the County. All work must be completed no later than May 1, 2026.

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B. Alternate 1

This alternative covers the complete replacement of all existing T8 Troffer and hanging strip lighting fixtures in the office spaces, open spaces, and conference room, and includes the proper removal and disposal of the existing fixtures.

1. New Fixture Requirements

The new lighting system shall consist of high-performance Lithonia LED fixtures, including curved lens troffers, backlight flat panels, and linear decorative hanging lights. A total of 47 fixtures are to be provided and installed:

• Open Space: Thirteen (13) 2’x4’ curved lens troffer fixtures, seven (7) 2’x2’ curved lens troffer fixtures, and four (4) 16-foot linear hanging strip lights.

• Offices/Conference Room: Twenty-seven (27) 2’x4’ backlight flat panel fixtures.

2. Technical Specifications

All new fixtures must meet the following minimum performance criteria:

• Voltage: 277V operation.

• Performance: Must feature user-selectable color temperature (3500K, 4000K, 5000K) and selectable lumen output (2500LM to 6000LM).

• Control: Fixtures are currently on switch control but must be capable of receiving dimming controls.

3. Bidding Requirements: The contractor will bid this work as a Lump Sum Allowance covering the cost of the fixtures, labor, and installation. The Contractor is required to submit the specific Lithonia fixture models for County review and approval prior to procurement.

C. Vendor Qualifications and Mandatory Requirements

The following are qualifications that are required:

• References: Provide current contact information for the clients/customers of similar past projects.

• Project Staffing: Identify the proposed Project Manager and Site Superintendent, detailing their individual experience and their history of successfully completing projects of this type.

• Safety Compliance: Compliance with the Michigan Occupational Safety and Health Administration (MIOSHA) standards is mandatory.

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• Licenses: All specialty trade work must be performed by a professionally licensed company.

D. Pricing and Invoicing

Bidder must include a bid according to Appendix D – Bid Form. Pricing must include all labor, materials, equipment, permitting, and testing required for the full completion of the scope of work.

Invoices should be submitted based on milestones in accordance with a previously approved schedule.

County of Ottawa is tax exempt. Michigan Sales and Use Tax Certificate of Exemption are available upon request.

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Section 3 – Bonds, Securities and Insurance:

Bid Security:

No bid bond is required for this project.

Performance and Payment Bonds:

Each contract over $50,000 must be accompanied by a Performance Bond and a Payment Bond, each payable to the County of Ottawa and each in the amount of one hundred percent (100%) of the contract price with a corporate surety approved by the funding agency, for the faithful performance of the contract. All bidders must indicate the cost of all bonds covering one hundred percent (100%) of the value of the Project. Bidders are to include the cost of the Performance and Payment Bonds in the Bid Amount and identify the amount on the bid form. Contractors will include the cost of all bonds, securities, insurance, taxes, and permits as required by the project. Contractor will provide all satisfactory bonds and insurance within 10 days of notice of award.

If the successful bidder fails to furnish satisfactory bonds and insurance within 10 days after notice of award, such guarantee will be forfeited as liquidated damages by the Ottawa County to compensate for losses due to delay or increased costs for the work. The guarantees of the two lowest bidders will be retained until the bonds and insurance of the successful bidder have been approved by the County.

Insurance:

Vendor agrees to provide proof of the following insurance coverages, where applicable, including certificate(s) of insurance, endorsements, and provisions, as more fully set forth in Appendix B, entitled Vendor Insurance Requirements:

Commercial General Liability, Workers’ Compensation, Employers’ Liability, Automobile, Umbrella/Excess Liability, Professional Liability, and any other applicable coverage. Coverage limits are to be statutory and, if no statute applies, are to be at least $1,000,000 per occurrence or claim and $2,000,000 aggregate, except Umbrella/Excess Liability coverage limits shall be at least $5,000,000 for each occurrence or accident, products-completed operations aggregate, and general aggregate. The Vendor further agrees to comply with all other requirements set forth in Appendix B, including, but not limited to, adding the County as an Additional Insured on Commercial General Liability, Umbrella/Excess Liability, and any other applicable policies, on a primary and non-contributory basis. A thirty-day notice to the County is required in the event of coverage termination.

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Section 4 - Bid Award Process:

Upon public bid opening, a bid tabulation will be prepared by the County to summarize each Contractor’s offer. All offers will be required to be submitted under a condition of irrevocability for a period of ninety (90) days after submission.

Bids will be reviewed to determine if submission requirements are met and confirm the lowest responsive, responsible bidder. Failure to meet submission requirements or comply with submittal instructions established in this document may result in rejection of the offer and being declared non-responsive. Contractor assumes responsibility for meeting submission requirements and addressing all necessary technical and operational issues to meet the project objectives.

The County will coordinate a post-bid interview with the apparent low, responsive, responsible bidder to validate pricing and project understanding before issuing an intent to award. The County reserves the right to interview any number of qualifying bidders as part of the selection process. The County further reserves the right to award a contract without an interview, if determined to be in the best interest of the County.

The lowest priced response may not have a direct bearing on final selection. The County reserves the right to select and subsequently recommend for award the offer which best meets its required needs, quality levels, and budgetary considerations. The County reserves the right to award by item, group, or total bid.

An intent to award will be issued to the successful Contractor and all bidders will be notified. In the event that a successful agreement cannot be executed, the County reserves the right to proceed with contract negotiations with the next lowest, responsive, responsible bidder.

Form of agreement will be by Standard Services Agreement (Appendix A) issued by the County of Ottawa, which incorporates by reference this Invitation to Bid, any project manuals or Drawings as prepared by the County or the County’s Representative and all terms and conditions therein, as well as the Bid Pricing Form as offered by the Contractor. No work is to commence prior to receipt of Purchase Order by Contractor.

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Section 5 - Contract Terms, Period, Procedures and Use:

The County of Ottawa’s intent is to award a contract that will cover the period from project kick-off to project completion as determined by the successful completion of the stated objective within this ITB. This contract will not be enforced until both parties have agreed and signed as accepted. The Vendor must execute and perform said Agreement.

The bid, or any part thereof, submitted by the awarded vendor may be attached to and become part of the contract. Bid pricing reflects a commitment to the terms indicated. As part of the contract negotiation process, the County reserves the right to delete or modify any task from the scope of services and reserves the right to modify the scope of services during the course of the contract. Any changes in pricing or payment terms proposed by the Vendor resulting from the requested changes are subject to acceptance by the County.

In the event that a successful agreement cannot be executed, the County reserves the right to proceed with contract negotiations with the other responsive, qualified vendors to provide service as referenced under negotiation process.

Contractors are not to start work until receipt of an Ottawa County Purchase Order, authorizing work to begin. The County’s obligation will commence only following the parties’ execution of the Contract and the County Board of Commissioners’ approval. Upon written notice to the Contractor, the County may set a different starting date for the Contract. The County will not be responsible for any work done or expense incurred by the Contractor or any subcontractor, even if such work was done or such expense was incurred in good faith, if it occurs prior to the Contract start date set by the County.

This contract is for use only by the County, including departments, agencies, or courts of the County of Ottawa.

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Section 6 - ITB Terms and Conditions:

By submitting a response, the Vendor confirms that they have read and will comply with the solicitation and all specified ITB terms and conditions listed below.

Bid Acceptance, Rejection, and Withdrawal:

The County reserves the right to accept or reject any and all bids submitted if in the best interest of the County. The County also reserves the right to let separate contracts on any aspect of the work.

The County may at its own discretion waive minor irregularities in bids. Minor irregularities are defined as those that have no adverse effect on the outcome of the selection process by giving a Vendor an advantage or benefit not afford to other Vendors. The County may waive any requirements that are not material.

The County may request or require clarification at any time during the bid process or require correction of arithmetic or other apparent errors for the purpose of assuring a full and complete understanding of a bid or to determine a bidder’s compliance with the requirements of the solicitation.

After the ITB Deadline, bids may not be withdrawn without the written consent of the County after submission deadline. Bids must be firm and may not be withdrawn for a minimum period of 90 calendar days after the ITB Deadline. Any fees proposed are considered firm and cannot be altered.

Brand Name:

If and whenever, in the Specifications a brand name, make, name of any manufacturer, trade name, or vendor catalog number is mentioned it is for the purpose of establishing a grade or quality of material only. However, if a product other than that specified is bid, it is the vendor’s responsibility to name such a product within their bid and to prove to the County that said product is equal to that specified. Evidence in the form of samples may be requested if brand is other than specified. Such samples are to be furnished after the date of bid opening only upon request of the County and within a reasonable period of time.

Cancellation of ITB:

The County may, at its discretion and if in the best interest of the County, cancel any proposal or request for proposal or other solicitation in whole or in part. The ITB Administrator will notify vendors of any cancellation.

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Confidentiality:

All responses in entirety, produced by the Bidder, that are submitted to the County will become property of the County and may be considered public information under applicable law. Michigan FOIA requires the disclosure, upon request, of all public records; therefore, confidentiality of information submitted in response to this ITB is not assured.

Incurred Expense:

The County will not be responsible for any cost or expense incurred by the bidders preparing and submitting a proposal or cost associated with meetings and evaluations of bids prior to the execution of an agreement. This includes any legal fees for work performed or representation by the bidder’s legal counsel during any and all phases of the ITB process, any appeal or administrative review process, and prior to County Board approval of a contract award.

Independent Contractor:

The awarded vendor will perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of Ottawa County. The vendor will 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 will be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any. No person performing any of the work or services described hereunder will be considered an officer, agent, servant, or employee of the County nor will any such person be entitled to any benefits available or granted to employees of the County.

Knowledge of Regulations:

Each bidder must familiarize themself with and conform to all laws, ordinances, and codes that might affect the proposed work in any way and will be responsible for the procurement of and payment for all permits, fees, and licenses necessary for the complete prosecution of work.

Laws:

This ITB and subsequent contract will be governed by and construed in accordance with the laws of the State of Michigan and any service or product herein will so comply.

All persons providing goods or services to Ottawa County will comply with all applicable local, State and Federal laws, rules and regulations specifically including, but not limited to, State of Michigan Executive Orders.

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Permits, Fees and Notices:

Contractor will give all notices and secure and pay for all permits, fees and taxes required by law for the proper completion of the work. Contractor will comply with all laws, ordinances and codes applicable to the work stated in the bid.

Retained Rights:

The County reserves the right to use ideas presented in reply to this process notwithstanding selection and rejection of proposals or bids. The County reserves the right to make changes to or withdraw this request at any time.

Subcontractors:

Since the contract is made pursuant to the bid submitted by the awarded vendor and in reliance upon the vendor’s qualification and responsibility, the vendor will not sublet or assign the contract, nor will any subcontractor commence performance of any part of the work included in the contract without the previous written consent by the County.

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Section 7 - General Terms and Conditions:

By submitting a response, the Vendor confirms that they have read and will comply with all the general terms and conditions listed in Appendix A.

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CONTRACT FOR xxx

This CONTRACT is made by and between the County of Ottawa, a municipality in the State of Michigan, (hereinafter, the "County'') acting by and through its duly elected Board of Commissioners, (hereinafter the ''Board"), and xxx (hereinafter, “Contractor”), with a principal place of business at xxx.

IT IS HEREBY AGREED AS FOLLOWS:

It is agreed that County retains Contractor to provide the services set forth in this Contract, including the Scope of Work and Amended Scope of Work, if applicable (Exhibits A and A-1). It is further agreed that the Contractor accepts such engagement on the General Terms and Conditions specified in this Contract, and the following Exhibits and References, as well as all Addenda properly executed pursuant to paragraph 11, all of which constitute the entire Contract between the County and Contractor and are incorporated into this Contract by this reference:

Exhibits:

Exhibit A Scope of Work Exhibit A-1 Amended Scope of Work (as needed) Exhibit B Compensation Exhibit C Insurance Requirements Exhibit D FBI CJIS Security Addendum Exhibit F Additional Contract Provisions – Federal Provisions (as needed) Exhibit F-1 Byrd Anty-Lobbying Certification (as needed)

References (as needed):

Reference A RFP 25-XXX (As Published)

The parties further agree that this Contract includes all provisions required by law to be inserted in this Contract whether actually inserted or not.

General Terms and Conditions

1. Scope of Work: Contractor agrees to provide the "Services" which are detailed in Exhibit A and Exhibit A-1 (if applicable). It shall be the responsibility of the Contractor to employ and assign to the project adequate personnel and equipment required to undertake and complete the work in a diligent, timely and orderly manner.

2. Compensation: In consideration for the services to be performed by the Contractor, the County agrees to pay Contractor the compensation set forth on Exhibit B.

Payment to the Contractor for services will be under the County’s term of Net 30.

APPENDIX A

CONTRACT SAMPLE

(Eleven (11) Pages

CONTRACT SAMPLE

FOR IN

FORMATIO

N

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3. Term of Contract: Unless otherwise expressly provided herein, the Contract shall commence and become effective when signed by both parties. If the parties sign on different dates, the Contract commences and becomes effective on the latest date signed. However, the Contractor understands and agrees that if the Board refuses to ratify this Contract after it is signed by both parties, this Contract shall be null and void, and all obligations to provide services and otherwise perform under this Contract shall cease except the County agrees to compensate the Contractor for the services and/or work actually performed and provided to the County, which conform to the terms of this Contract, before the Board’s refusal to ratify this Contract. The Contract will cover a period from project kick-off to project completion of the stated Scope of Work, Exhibit A and Exhibit A-1 (if applicable) unless terminated earlier in accordance with the terms of this contract.

4. Termination: This Contract may be terminated prior to completion of the Services at the option of the County, provided that it gives at least thirty (30) days written notice to the Contractor. Upon termination of this Contract, the Contractor shall deliver to the County all work, whether complete or incomplete, that the Contractor has performed under the terms of this Contract and that conforms with the terms of this Contract. County shall compensate Contractor for all work, conforming to the terms of this Contract, performed by Contractor up to the date of termination of this Contract.

This Contract is funded in whole or in part by federal, state, or other grant funds, it is subject to the continued availability of such funding. The County's obligation to make payments under this Contract is contingent upon receipt of those funds. If grant funding is reduced, suspended, or terminated, the County may, at its sole discretion and at the earliest reasonable time, amend or terminate this Contract accordingly. In such event, the County shall provide prompt written notice to the Contractor.

5. Performance and Breach of Contract:

a) Contractor shall perform the work as required by and in accordance with the requirements set forth in Exhibit A.

b) The Contractor’s failure to comply with any material term, condition, or obligation of this Contract, including but not limited to completion of services as required, shall constitute a breach of this Contract.

c) Contractor shall have fifteen (15) calendar days to cure a breach of this Contract (the "Cure Period"). Failure to cure a breach of this Contract within said Cure Period shall allow the County to, without further notice to the Contractor, declare this Contract terminated and proceed with the replacement of the Contractor and the County shall be entitled to all remedies available to it at law or in equity.

6. Expenses and Materials: Contractor shall be responsible for all the Contractor's expenses incurred while performing services under this Contract. This includes license fees, fuel and fleet maintenance, insurance premiums, telephone and all salary/payroll expenses, and other compensation paid to employees or contract personnel that the Contractor hires to complete the work under this Contract.

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Contractor will furnish all materials, equipment and supplies used to provide the services required by this Contract.

7. Employees: The Contractor and all Contractor’ employees, while on County premises, shall carry proper identification. Examples of proper identification are State issued Driver’s License or State issued Identification Card.

The Contractor shall employ only United States citizens, legal residents, or legal resident aliens. Upon request of the County, the Contractor shall provide copies of, or access to, work/payroll records and necessary documents to verify status of employees.

The Contractor will be supplied with a phone number to contact in case of an emergency. Access to designated restricted areas is forbidden to Contractor’s employees. Restricted areas will be designated by the authorized County representative.

8. Background Checks: Contractor employees are subject to background checks to ensure, at a minimum, that no employee has a felony conviction, history of violent interactions with criminal justice officials that may preclude them from performing the services required under this Contract. The background checks for Contractor employees shall be conducted by the County prior to the commencement of any on-site work.

9. Criminal Justice Information System Compliance (as applicable): Access to and use of Criminal Justice Information Systems (“CJIS”), including criminal history record information and other sensitive data maintained in the criminal justice information systems managed by Ottawa County, the State of Michigan, or the Federal Bureau of Investigation (FBI), by Contractor Personnel shall be governed by the following terms and conditions:

a) Contractor Personnel are expressly prohibited from accessing, retrieving, or utilizing CJIS in any manner whatsoever.

b) If sensitive records or information is coincidentally observed, Contractor

Personnel shall not disclose, divulge, or otherwise communicate to any individual or entity outside the staff of the Ottawa County Criminal Justice Department in which the information was observed.

c) The FBI CJIS Security Addendum appended hereto, which is incorporated by reference and made a part thereof as if fully appearing herein.

10. Compliance with Laws, Ordinances, and Regulations and Procurement of

Permits:

a) This Contract is governed by and shall be construed in accordance with the laws of the State of Michigan.

b) The Contractor shall at all times comply with all local, state, and federal laws, rules, and regulations applicable to this Contract and the work to be done herewith.

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c) The Contractor shall obtain, and pay thereof, all permits required by any agency or authority having jurisdiction over the work. The Contractor shall provide a copy of any permit to the County within 3 business days of the County's request.

11. Exclusive Contract and Merger: This Contract, including Exhibits, Addenda, References, provisions required by law, whether or not actually inserted or not, a County Purchase Order issued after this Contract becomes effective, if applicable, and the Contracting Policy of Ottawa County, including its approval and ratification provisions, which is incorporated by reference herein, is the entire Contract between Contractor and the County for the services set forth in Exhibit A and Exhibit A1, if applicable. This Contract supersedes all prior and/or contemporaneous agreements and understandings, oral, written and/or implied between the parties with respect to the subject matter and/or Scope of Work covered in this Contract. All such prior and/or contemporaneous agreements and understandings are hereby terminated and deemed of no further force or effect. To the extent that the terms and conditions of any of the Exhibits, Addenda, References and/or Purchase Orders issued in connection with this Contract are different, contradict and/or are inconsistent with the General Terms and Conditions of this Contract, this Contract and its General Terms and Conditions control and prevail. To the extent that any of the Exhibits and/or References are different, contradict or are inconsistent, the Exhibits will control and prevail. To the extent that that Exhibits B and Exhibits B-1 are different, contradict and/or are inconsistent with Exhibits A and Exhibits A-1, Exhibits A and Exhibits A-1 will control and prevail.

12. Modifying the Contract: This Contract may be modified only by a writing signed by both parties.

13. Record Keeping and Ownership of Documents: The Contractor will maintain financial records and other records as may be prescribed by the County of Ottawa or by applicable federal and state laws, rules, and regulations. the Contractor shall also keep all records, documents, reports, data, and other materials provided by the County of Ottawa, prepared, collected, created, or used by the Contractor in the performance of services under this Contract. The aforementioned records and documents shall be retained by the Contractor for the term of the Contract and 3 years thereafter. The Contractor further agrees that the aforementioned records and documents shall be and remain the property of the County of Ottawa. The Contractor agrees that upon termination of this Contract, for any reason, it shall retain custody of the aforementioned records and documents and shall not reproduce, distribute, or disclose such materials to any third party without prior written consent from the County. The Contractor agrees to store these aforementioned records and documents in a secure manner and shall make them available to the County upon request.

14. Confidentiality: The Contractor agrees that any information, whether proprietary or not, made known to or discovered by it during the performance of or in connection with this Contract will be kept confidential and not be disclosed to any other person without the express written consent of the County. Contractor will notify the County promptly if compelled to disclose any such information. These confidentiality

Version. 08/2025 Page 5 of 9 provisions shall remain effective for five (5) years after termination of services under this Contract.

15. Conflict(s) of Interest: Contractor agrees that he/she/it: (1) has no interest (including financial benefit, commission, finder’s fee, or any other remuneration) and shall not acquire any interest, either direct or indirect, that would conflict in any manner or degree with the performance of the Contractor’s services, or (2) benefit from an award resulting in a “Conflict of Interest,” including holding or retaining membership or employment on a board, elected office, department, division or bureau, or committee sanctioned by and/or governed by the County.

16. Disputes: In the event of any conflicts or discrepancies in the wording of any terms, provisions and conditions contained in this Contract, describing Contractor’s obligations and responsibilities hereunder, said conflicts and discrepancies shall be resolved by first applying the interpretation of this Contract and its Exhibits, Addenda, References and Amendments, if any, then the mutually agreed Contractor’s planning documents that affirm the details of the Services to be provided.

Should any disputes arise with respect to this Contract, Contractor and County agree to act as soon as reasonably practicable to resolve any such disputes.

Pending resolution of such dispute or difference and without prejudice to their rights, both the Contractor and the County shall continue to respect all their obligations and to perform all their duties under this Contract.

17. Jurisdiction and Venue: The Parties consent to the exercise of general personal jurisdiction over it by the 20th Circuit Court. Pursuant to state statute, any action against the County must be brought in the 20th Circuit Court.

18. Debarment and Suspension: Contractor certifies to the best of his/her/its knowledge and belief, that neither it nor any of its principals, owners, officers, shareholders, key employees, directors and member partners: (1) are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (2) have, within a three-year period preceding this proposal, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; (3) are presently indicted for or otherwise criminally charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated above; and, (4) have, within a three-year period preceding this proposal, had one or more public transactions (Federal, State or local) terminated for cause or default.

19. Indemnification: Contractor agrees to indemnify, defend, and hold harmless the

County and its officials, officers, employees, volunteers, and agents from and against any and all liability, claims, judgments, losses, damages, payments, costs and expenses, including attorney’s fees, arising out of or in any way related to Contractor’s performance of services under this Contract, including, but not limited

Version. 08/2025 Page 6 of 9 to, any and all liability resulting from or arising out of intentional, reckless, or negligent acts or omissions of the Contractor, its employees, agents or subcontractors.

20. Insurance: Contractor agrees to provide proof of the following insurance coverages, where applicable, including certificate(s) of insurance, endorsements and provisions, as more fully set forth in Exhibit C, entitled Contractor Insurance Requirements: Commercial General Liability; Workers’ Compensation; Employers’ Liability; Automobile, Umbrella/Excess Liability, Professional Liability, and Privacy and Security Liability (Cyber Security). Coverage limits are to be statutory and, if no statute applies, are to be at least $1,000,000 per occurrence or claim and $2,000,000 aggregate except Umbrella/Excess Liability coverage limits shall be at least $5,000,000 for each occurrence or accident, products-completed operations aggregate, and general aggregate. The Contractor further agrees to comply with all other requirements set forth in Exhibit C, including, but not limited to, adding the County of Ottawa as an Additional Insured on Commercial General Liability, Umbrella/Excess Liability, and Privacy and Security Liability (Cyber Security) insurance, on a primary and non-contributory basis.

21. Relationship of Parties: The Contractor is an independent contractor and is not an agent or employee of the County for any purpose including, but not limited to, the ability to bind the County and all labor or employee related matters such as tax withholding/reporting, employee wages or benefits, or workers compensation. This Contract is not intended to create any joint venture or partnership of any kind. The provisions of this Contract are for the benefit of the parties hereto, and not for the benefit of any other person or legal entity.

22. Subcontracts: Contractor may not assign or subcontract any rights or obligations under this contract without the County's prior written approval.

23. Governmental Immunity: The County does not waive its governmental immunity by entering into this Contract, and fully retains all immunities and defenses provided by law with respect to any action based upon or occurring as a result of this Contract.

24. Safety: The Contractor shall at all times observe and comply with all federal, state, local and County facility laws, ordinances, rules, and regulations that may in any manner affect the safety and the conduct of the work. The Contractor shall indemnify and hold the County harmless against any claim or liability arising from the violation of any such provisions.

25. Absence of Waiver: The failure of either party to insist on the performance of and/or enforce any of the terms and conditions of this Contract, shall not constitute a waiver of the right of either party to insist on the performance of and/or enforce any of the terms and conditions of this Contract in the future.

Version. 08/2025 Page 7 of 9

26. Notices:

a) All notices and other communications for the parties may be served, mailed, or delivered at the following addresses:

If to the Contractor:

Name:

Address:

Email:

Phone #:

If to Ottawa County: Name:

Ottawa County 12220 Fillmore St.

West Olive, Ml 49460

Email:

Phone #:

27. Survival: The obligations of this Contract, which by their nature would continue beyond the termination or expiration of the Contract, including without limitation, the obligations regarding Record Keeping and Ownership of Documents, Confidentiality, Jurisdiction and Indemnification, shall survive termination or expiration.

28. Severability: If any term or provision of this Contract, or the application thereof to any person or circumstances, are held to be invalid, the parties agree that the remaining terms and provisions, and the application of those terms and provisions, shall be deemed valid, and enforceable to the fullest extent permitted by law.

29. Attorney Review: The parties represent that they have carefully read this Contract and have had the opportunity to review it with an attorney. The parties affirmatively state that they understand the contents of this Contract and sign it as their free act and deed.

30. No Third-Party Benefit: The provisions of this Contract are for the benefit of the parties hereto, and not for the benefit of any other person or legal entity.

31. Michigan Economic Sanctions Act, 2012 (“Iran-Linked Business”): Contractor 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 defined in the Michigan Economic Sanctions Act, 2012 P.A. 517, MCL 129.311, et. seq.

32. Availability of Funds: Each payment obligation of the County is conditioned upon the availability of government funds allocated or appropriated for the payment of this obligation. If funds are not allocated or appropriated for continuance of the services performed herein, the County may terminate this Contract at the end of the period for which funds are available. The County shall notify the Contractor at the earliest

Version. 08/2025 Page 8 of 9 possible time of the services that will or may be affected by the unavailability of funds.

33. Freedom of Information Act: The Contractor acknowledges that the County may be required from time to time to release records in its possession by law. The Contractor hereby gives permission to the County to release any records or materials received by the County as it may be requested to do so as permitted by the Freedom of Information Act, MCL 15.231 et seq.

34. Use of County Name and Logo: The Contractor shall not use the name, seal, insignia, logo, or any other identifying mark of the County in any form of publicity, advertising, promotional material, press release, public statement, or other communication, whether written, oral, or electronic, without the prior express written consent of the County Administrator or their designee.

35. Title and Headings: Titles and headings to articles, sections or paragraphs in this

Contract are inserted for convenience of reference only and are not intended to affect the interpretation or construction of the Contract.

36. Anticipatory Breach: If the Contractor, at any time before delivery of services, declares its intent not to perform in accordance with this Contract, the County shall have an immediate cause of action for breach of this Contract, and shall be entitled to all remedies available to it at law or in equity.

37. Warranty: Contractor warrants that the goods and/or services supplied will be good workmanship and material, free from defects, and if the intended use thereof is known to the Contractor, that they are suitable for the intended use. Contractor will transfer all applicable manufacturer warranties to the County and agrees to coordinate all claims on the County’s behalf.

38. Equal Employment and Opportunity: The Parties shall adhere to all applicable federal, state, and local laws, ordinances, rules, and regulations prohibiting discrimination, and all other federal, state and local fair employment practices and equal opportunity laws and covenants, including, but not limited to, the following:

a) The Elliott-Larson Civil Rights Act, 1976 PA 453, as amended.

b) The Persons with Disabilities Civil Rights Act, 1976 PA 220, as amended.

c) The Americans with Disabilities Act of 1990, 42 USCA Section 12101 et seq., as amended, and the regulation promulgated thereunder.

d) Section 504 of the Rehabilitation Act of 1973, P.L. 93-112, 87 Stat. 355, 29 USCA

Section 794, and regulations promulgated thereunder.

e) The Age Discrimination in Employment Act of 1967, 29 USCA Section 621, et.

seq., as amended, and regulations promulgated thereunder.

This section does not create any greater protections, rights or legal obligations than already exists under such laws, ordinances, rules, and regulations.

[Signatures on next page]

Version. 08/2025 Page 9 of 9

In witness whereof, each party to this Contract has caused it to be executed on the latest date set forth below.

COUNTY OF OTTAWA

By:

John Teeples, Chairperson Date Board of Commissioners

Justin F. Roebuck, Date County Clerk/Register

XXXXX, Date Contract Administrator

The undersigned certifies, under penalty of perjury, that I have the legal authorization to bind the firm hereunder:

CONTRACTOR NAME

Signature Date

Printed Name

Title

Version. 06/2024

County of Ottawa Fiscal Services - Purchasing

12220 Fillmore Street | Room 331 | West Olive, MI, 49460 Phone (616) 738-4844 Fax (616) 738-4897

VENDOR INSURANCE REQUIREMENTS

Vendor shall provide (as applicable) proof of the following insurances and endorsements/policy provision copies before the work described in the contract begins or a purchase order can be issued.

COMMERCIAL GENERAL LIABILITY:

Each Occurrence Personal & Advertising Injury General Aggregate:

Products-Complete Operations Aggregate:

$1,000,000 $1,000,000 $2,000,000 $2,000,000

AUTOMOBILE:

Liability: $1,000,000 Each Accident Personal Injury Protection: Michigan Statutorily Required Limit Property Protection: Michigan Statutorily Required Limit

WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY:

Workers’…