ITB 26-07-F, Polymer.pdf

St. Mary’s County Metropolitan Commission

Invitation to Bid

Bid Number: 26-07-F

Bid Date: January 07, 2026

Bid Name: Polymer

Bid Opening: TBD BASED UPON

TESTING

23121 Camden Way California, Maryland 20619 Phone: 301-737-7400 Fax: 301-737-7457

TABLE OF CONTENTS

Polymer

Bid Number: 26-07-F

TITLE PAGE

Advertisement 1

Section A: Definitions 2

Section B: General Conditions 4

Section C: General Requirements 10

Section D: Care & Protection of Work 19

Section E: Legal Relations & Insurance Requirements 25

Section F: Invoicing & Payment 28

Section G: Contract Award 30

Section H: Specifications 31

Section I: Experience Record 37

Section J: Subcontractors, Materials and Equipment Suppliers 39

26-07-F, Polymer 1

St. Mary’s County Metropolitan Commission Invitation to Bid

Bid Number: 26-07-F January 07, 2026

Polymer

The scope of this contract consists of providing polymer and all necessary service equipment and materials required for delivery. The polymer is to be utilized to successfully condition the facility’s anaerobically digested sludge prior to dewatering by using Fournier Rotary Presses, the Gravity Belt Thickening process, and settling in the BioMag® process at the Marlay-Taylor Water Reclamation Facility (MTWRF), owned by the Commission located at 48020 Pine Hill Run Road, Lexington Park, Maryland 20653.

This is a two-step process. Contractors must first schedule and perform product testing at the MTWRF. Only those Contractors whose products successfully pass all performance and testing parameters will be invited to submit bids.

One original and one copy of all bids must be submitted in a sealed envelope bearing the company name, legal address, the project title for which the bid is submitted and the date advertised for opening bids. Sealed bids must be addressed to Tanya Parker, Procurement Agent, St. Mary’s County Metropolitan Commission, and clearly marked “SEALED BID FOR POLYMER, CONTRACT 26-07-F ” and will be received at the administrative office of the St. Mary’s County Metropolitan Commission, 23121 Camden Way, California, Maryland 20619, until the DATE TO BE DETERMINED (TBD) AND BASED UPON TESTING RESULTS at which time the bids will be publicly opened and read.

A Pre-Bid conference will be held on the date and time shown below at the Commission’s Administrative Office located at 23121 Camden Way, California, Maryland, 20619 to review the requirements outlined in the Bid Package. A site visit may immediately follow at Marlay-Taylor Water Reclamation Facility (MTWRF), located at 48020 Pine Hill Run Road, Lexington Park, Maryland 20653. All potential bidders are encouraged but not required to attend.

Date Time (Eastern Standard Time)

Pre-Bid Conference: January 20, 2026 10:00 a.m. EST

Due Date for all Questions

(C-4, REQUESTS FOR INFORMATION)

January 29, 2026 9:00 a.m. EST

Bid Due Date:

TBD - BASED UPON

PASSING TESTING

EST

Bid packages are available for distribution on the Maryland Department of General Services website located at https://emma.maryland.gov. Inquiries concerning Contract Documents should be directed to procurement@metcom.org.

The St. Mary’s Metropolitan Commission reserves the right to reject any or all proposals and to waive any informality in the proposals submitted when such waiver is in the best interest of the Commission.

The St. Mary’s County Metropolitan Commission does not discriminate on the basis of race, marital status, color, religion, sex, age, national origin, physical or mental handicap, political affiliation, or other non-merit factors.

https://emma.maryland.gov/ mailto:procurement@metcom.org

26-07-F, Polymer 2

Section A: Definitions

Addendum/Addenda: A written change(s), addition(s), alteration(s), correction(s), and/or revision(s) to an ITB or RFP.

Agreement: A duly executed and legally binding Contract.

Bid: An offer submitted by a prospective vendor in response to an Invitation for Bid issued by a purchasing authority; becomes a Contract upon acceptance by the buyer. Compare with proposal.

Bid Package: Prepared set of documents and plans relating to the ITB or the RFP, including any issued Addenda.

Bidder: One who submits a response to an Invitation to Bid. Compare with Offeror.

Commission: St. Mary’s County Metropolitan Commission

Contract: A mutually binding legal relationship agreement between parties, exchanging goods or services for money or other consideration; an agreement between a Contracting authority and a person or business unit to provide a good, perform a service, or to lease real property for appropriate consideration. Compare with agreement.

Contract Documents: Any material included in a Bid Package which consists of General Terms and Conditions, Specifications, Bid Forms/Proposal Documents and attachments.

Contracting Officer A person with the authority to enter into, administer, or terminate contracts, and make related

(CO): determinations and findings.

Contracting Officer’s A person formally designated to function as an authorized representative of a contracting officer Representative (COR): for specified functions that do not include actions that could change the scope, price, terms, or conditions of a contract (e.g., technical monitoring).

Contractor: An individual or business having a Contract with the governmental body to furnish goods, services or construction for a certain price.

Engineer: MetCom’s Chief Engineering Officer

Final Acceptance: Acceptance by MetCom of the ownership of the Work where all Work is totally complete in accordance with the Contract Documents and the Contractor has fulfilled all obligations thereunder, including but not limited to all punch work related to the Warranty Period and fulfillment of the warranty. Final Acceptance is subject to certification by the Manager of Construction and Inspections, the Operations Representative and endorsed by the Chief Engineering Officer, that all outstanding work and correction of all defects has been satisfactorily completed. Issuance of the

Certificate of Final Acceptance signifies the date at which MetCom will assume responsibility for maintenance, repairs, and/or replacement except where otherwise provided in the Contract

Documents.

ITB: Invitation to Bid

MetCom: St. Mary’s County Metropolitan Commission

Notice to Proceed: Formal written notification issued by the Owner to the Contractor that states the date on which the Work may begin as outlined in the Contract. The date noted in the Notice to Proceed marks the beginning of the performance period as stated in the Contract

Offeror: One who submits a proposal in response to a Request for Proposal in competitive negotiation; one who makes an offer in response to a solicitation. Compare to Bidder.

Operational Acceptance by MetCom of the ownership of the Work where all Work is operationally complete

Acceptance: safe, and is considered fit for use, including but not limited to all punch work related to the

Performance Period. Operational Acceptance is subject to certification by the Manager of Construction and Inspections, the Operations Representative and endorsed by the Chief

Engineering Officer, that all outstanding work and correction of all defects has been satisfactorily completed. Issuance of the Certificate of Operational Acceptance signifies the date at which the

Warranty Period may begin unless otherwise noted in the Contract Documents.

Owner: St. Mary’s County Metropolitan Commission (Commission)

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Procurement Policy: St. Mary’s County Metropolitan Commission’s Procurement Policy FIN-13-02.

Proposal: In competitive negotiations, the document submitted by the Offeror in response to the Request for

Proposal to be used as the basis for negotiations for entering into a Contract.

Representative: Member of staff authorized to represent the interests of the governing authority.

RFP: Request for Proposal

Subcontractor: Any person or business entity employed to perform part of a contractual obligation under the control of the principal contractor. Any supplier, distributor, vendor or firm that furnishes supplies or services to a prime contractor or another subcontractor.

Vendor: One who sells goods or services, as supplier; a supplier who has entered into a Contract to sell goods/services to a governmental body.

Work: Any service, lease, purchase of commodity or construction performed and outlined in the Contract

Documents.

END OF SECTION

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Section B: General Conditions

The General Conditions and Instructions set out below shall apply to all formal solicitations for the Owner. The Bidders are responsible for informing themselves of these requirements prior to submission of Bids. Failure of Bidders to gain sufficient familiarity with the Bid requirements will not excuse Bidder liability for the Bid submitted and pleas of error, misunderstanding or ignorance shall not be honored.

The Owner does not discriminate on the basis of race, marital status, color, religion, sex, age, national origin, physical or mental handicap, political affiliation, or other non-merit factors.

B-1 Unless otherwise specified, the Owner reserves the right: (1) to reject any or all Bids; and (2) to waive any non-material informality in Bids; and (3) to award the Contract so as to best serve the interests of the Owner, which could cause the Contract to be awarded based upon factors other than, or in addition to, the lowest cost.

B-2 The Commission may further reject any Bid that appears to be unbalanced if it is in the best interest of the Commission to do so. A Bid will be considered unbalanced when, in the opinion of the Procurement Agent, the Bid allocates a disproportionate share of cost to the price of one or more Bid items and reduces the costs to the price of another Bid item or items, thereby creating a reasonable possibility that the Bid will not, in practice, result in the lowest overall cost to the Commission.

B-3 Formal Bids, amendments thereto, or requests for withdrawal of Bids, received after the time specified for Bid opening will not be considered and will be so marked and returned to the Bidder UNOPENED.

B-4 Properly marked Bids received prior to the specified time of opening will be securely kept, unopened, in the office of the Procurement Agent. The Procurement Agent or duly appointed representative will determine when the specified time has arrived to open Bids, and no Bid shall be received thereafter regardless of any indication that delay may not have been caused or controlled by the Bidder. BIDDERS ARE SOLELY RESPONSIBLE FOR THE ARRIVAL OF THEIR BID, AND ANY REQUIRED DOCUMENTS BY THE TIME APPOINTED FOR THE BID

OPENING. Only those Bids properly marked and sealed, and presented at the Commission’s administrative office by the appointed time will be opened.

B-5 No liability shall attach to the Procurement Agent, or appointed representative for a premature opening of an improperly addressed or improperly identified Bid.

B-6 Unless specifically authorized, telegraphic, facsimile or electronic Bids will not be considered.

B-7 Once opened, the Bids shall be tabulated or a Bid abstract made. The opened Bids and/or the Bid tab or abstract, shall be made available for public inspection at a reasonable time after bid-opening, but prior to Contract award.

Request to inspect must be made in writing, in advance. Original documents shall not be removed from the Owner’s office for any reason. To the extent any portion of any Bid is designated by Owner to be proprietary, confidential or trade secrets, as set forth herein, all such information shall be removed from the Bids prior to any public inspection.

B-8 Bids or proposals containing trade secrets or proprietary information submitted by a Bidder, Offeror or Contractor in connection with a procurement transaction shall not be subject to public disclosure under the Freedom of

Information Act; however, the Bidder, Offeror or Contractor must, at or prior to the submission of its bid materials, provide a written statement to evidence intent to invoke the protection of this section. Such a written statement must (i) identify the data or other materials to be protected; and (ii) for each item to be protected, state the reasons for requesting the protection.

B-9 All information required by the Invitation to Bid, General Provisions and Special Terms & Conditions, Specifications and Bid Form/Proposal Documents must be supplied, and all blanks must be filled-in, to constitute a complete and responsive Bid unless otherwise noted herein.

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B-10 Unless otherwise specified by the Owner, all formal Bids submitted shall be binding for the Owner's acceptance for a minimum of one hundred twenty (120) days from the date of the Bid opening. Exceptions to this will be noted in the individual specifications and subject to the Owner's approval.

B-11 Any Bidder may withdraw his Bid, by written request received by the Owner at any time prior to the scheduled time for opening Bids. No Bidder may withdraw his Bid for a period of ninety (90) days after the date of the Bid opening, unless, at the sole discretion of the Owner, in its sole discretion, it is determined that there is a bona fide cause for such withdrawal.

B-12 Bid prices must be net, including transportation and handling charges, where applicable, fully prepaid by the Contractor to destination and subject only to cash discount for prompt payment of invoices. The Owner may also qualify for Government/Municipal discounts as applicable.

B-13 The Owner is generally exempt from paying State sales and use tax. Where a Contractor is required to furnish and install material in the construction or improvement of real property in performance of a contract, the Contractor shall pay the Maryland sales tax and the exemption does not apply.

B-14 When an error is made in computing the extensions of total price(s), the unit price(s) shall govern.

B-15 In those cases where identical Bids in all respects have been received, the Bid will be awarded to the Bidder located in St. Mary's County. Except as may be otherwise provided herein, in the event identical Bids in all respects are received from two Bidders, where all of the Bidders submitting identical Bids are located either in or out of St.

Mary's County, the award will be decided by a coin toss.

B-16 Only written communications relative to this procurement will be considered. No verbal communication to or from either the Bidder or any representative of the Owner shall alter or amend the intention of the Bid Package or be binding thereupon. Written addenda shall be issued for any clarifications, changes, additions and deletions necessitated either by appropriately posed questions from potential Bidders or by initiation of representatives of the Owner. Written acknowledgement of all addenda is necessary for any Bid to be considered complete and responsive.

B-17 No employee or Official of the Owner shall be admitted to any share or part of this Contract or to any benefit that may arise there from.

B-18 No employee of the Owner may solicit or accept, directly or indirectly, any gratuity, gift, favor, entertainment, loan or anything of monetary value from anyone who is seeking to obtain procurement business from the Owner, or has interests that may be affected substantially by the performance or non-performance of the employee’s official duties.

B-19 Prior to award of this Contract and at any time thereafter, the Owner may, by written notice to the Bidder (if prior to award) or to the Contractor (if after award), terminate the right of the Bidder or Contractor to proceed under these Bid and Contract Documents if the Owner determines, in its sole discretion, that the Bidder or Contractor, his agent or representative offered or gave a gratuity (in the form of entertainment, gift or otherwise) to an Officer, Official or employee of the Owner, or intended to obtain a Contract or favorable treatment under a Contract by the gratuity.

B-20 Please send all inquiries to procurement@metcom.org prior to award. After award, contact the Procurement Agent, Tanya Parker at 301-737-7400, Extension 210, or electronically at tparker@metcom.org.

B-21 A written Notice of Award, indicating the Owner’s acceptance of Bid, shall be provided to the successful Bidder(s) within the specified acceptance period. Said Notice may be in the form of a letter, a purchase order, or a formal Contract. If a letter or a purchase order is issued, it shall be considered to include all requirements of the Bid

Package, and it shall be deemed a binding Contract without further action by either party. If a formal Contract is mailto:procurement@metcom.org mailto:tparker@metcom.org

26-07-F, Polymer 6 required, it shall be written and issued by the Procurement Agent for execution by the Contractor. All copies shall then be returned to the Procurement Agent, who will be responsible for obtaining the proper signature(s) for the

Owner and disburse the copies appropriately.

B-22 Bidders are to provide the following owner information and Subcontractor documentation with their Bid submittal.

This information may be provided on the Qualification Certification.

A. Name of company (or other business entity) making offer, and name and title of person acting as agent;

B. Type of business entity (e.g., corporation or partnership);

C. Place(s) of Incorporation;

D. Name(s), address (as), and function(s) to be performed by any and all Subcontractors to be involved in performance of the Contract Work;

E. Name, location, and telephone number of the agent to contact regarding all matters. If the Bidder is a subsidiary, partner, member or other component of another corporate entity, or partnership, the above information shall also be supplied for the parent corporate entity or partnership.

The Owner has the right to require any additional information necessary, including information, documentation and/or references that are not expressly requested in the Bid Package, to determine the financial integrity and responsibility of any Bidder.

B-23 If a Contract is awarded, the successful Bidder shall be required to indemnify and hold the Owner harmless from any claim, and against, all liability and expenses, including attorney's fees, howsoever arising or incurred, alleging damage to property or injury to, or death of, any person, arising out of, or attributable to, the Bidder's performance of the Contract awarded. Proof of such indemnification, in an amount acceptable to the Owner, must be provided at the time the Contract is executed by the successful Bidder.

B-24 Any Contract shall be deemed to be effective as of the date approval is obtained from the Owner’ and any other necessary approving authority. Following such date of approval, the Notice of Award, as more specifically described in Paragraph B-21 herein, shall be sent to the successful Bidder. Unless otherwise provided herein, the Notice of

Award shall set forth the effective date of the Contract and shall also set forth the date on which the Contract term shall commence.

B-25 CONTRACTUAL INCREASES

A. Upon completion of the initial contract and satisfactory performance by the Contractor, if applicable, the

Commission may offer the Contractor extensions of this contract for three (3) additional one-year periods, if the scope of the work does not change such that these specifications no longer apply. The Commission reserves the right to re-solicit this Contract at the end of any one-year period.

B. When extension of the Contract is offered, equitable price adjustments may be requested by the Vendor. The adjustment requested shall not exceed the most recent six month average of the annual Consumer Price

Index – All Urban Consumers - Washington-Arlington-Alexandria – DC-VA-MD-WV – Commodities, less food, Not Seasonally Adjusted (CPI-U) as published by the United States Department of Labor, Bureau of Labor

Statistics. The Commission reserves the right to accept, reject, or modify requests for price adjustment. If the Commission approves a price adjustment, the price shall remain firm for the renewal term for which it was requested.

C. During the performance of any term, if a price increase is requested by the vendor, the Commission will consider the request. The Commission, at its sole discretion, shall have the right to approve or deny the request based on the Commission verification and shall have the right to negotiate with vendor on the requested increase. Vendor must include in their request, any documentation and evidence of price impacts on any component of the contract, including but not limited to delivery, materials, transportation, labor, unforeseen statutory or regulatory mandates, or other impacts. The Commission shall have the right to require additional documentation and evidence from the vendor pertaining to the requested increase, and the vendor must comply with any the Commission’s request. Approval in part or in total will be at the

Commission’s sole discretion. Increases solely to increase profit or margins shall not be considered. If an increase is requested, no additional increases shall be accepted for a term of 6 months.

26-07-F, Polymer 7

D. In the event of a price decrease, the Commission shall be guaranteed full benefit of the price reduction for all orders on the effective date of the decrease and thereafter. Periodically throughout the term of the contract, the Commission shall have the right to conduct market research, review pricing indexes, and use other resources to review and verify contract pricing, vendor requested increases, and vendor provided information.

B-26 While on the Owner’s property, the employees of the Contractor are required to observe the safety, health and Work rules of the Owner, the Federal Occupational Safety & Health Act (OSHA), and the Maryland Occupational

Safety & Health Act (MOSHA). On site drug/alcohol use, possession or sales will not be tolerated. The Owner Works closely with the County Sheriff and State Police Departments to investigate and, when necessary, to prosecute any suspected drug violations. All Contractor and vendor personnel are required to inform their employees of the Owner's drug free policies and smoke free policies and to ensure full compliance with those policies while on the

Owner’s property. Upon request by the Contractor, the Owner will provide the referenced policies.

B-27 The Contractor is expected to perform the proposed services in a Workmanlike manner, in the sole and reasonable discretion of the Contracting Officer (CO) or the Contracting Officer’s Representative (COR). If the Contractor performs unsatisfactory Work, in the sole and reasonable discretion of the CO or COR, the Owner shall notify the

Contractor of such deficiencies and the Owner reserves the right to withhold payment for the deficient goods or services until the time that the Contractor has corrected such deficiencies to the Owner's satisfaction. In the event the Contractor, in the sole and reasonable discretion of the Owner provides repeatedly deficient goods or services or fails to cure a deficiency after being notified by the Owner to do so, or in the event the deficient goods or services provided by the Contractor cannot be cured, in the sole and reasonable discretion of the Owner, the Owner shall reserve the right to cancel the Contract and render it null and void. The Contractor shall be notified of this termination in writing thirty (30) days prior to the effective date. See also the specific provisions of Section C, General Requirements, Termination for Default - Damages for Delay – Time Extensions.

B-28 Affirmative Action Plan. Below are the Notice to Contractors, Subcontractors, Vendors and Suppliers and the

Affirmative Action Policy Statement adopted by the Owner.

A. Notice To Contractor, Subcontractor, Vendor Or Supplier pursuant to Executive Order 11246, Vietnam Era Veterans Readjustment Assistance Act Of 1974, as amended (“VEVRAA”), The Jobs For Veterans Act (JFVA) Of

2003 and Section 503 Of The Rehabilitation Act Of 1973,41 CFR 60-1.4; 60-250.5 And 60-741.5

Equal Opportunity and Affirmative Action for Women, Minorities, Persons with Disabilities and Qualified

Protected Veterans

1. Enclosed is a copy of our Affirmative Action Policy.

2. St. Mary’s County Metropolitan Commission (“OWNER”) will not discriminate against any employee or applicant for employment because of gender, race, physical or mental disability or because he or she is a qualified protected veteran in regard to any position for which the employee or applicant for employment is qualified. OWNER agrees to take Affirmative Action to employ, advance in employment and otherwise treat qualified individuals without discrimination based on their gender, race, physical or mental disability or status as a qualified protected veteran in all employment practices, including the following:

A. recruitment, advertising, and job application procedures;

B. hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff, termination, right of return from layoff and rehiring;

C. rates of pay or any other form of compensation and changes in compensation;

D. job assignments, job classifications, organizational structures, position descriptions, lines of progression, and seniority lists;

E. leaves of absence, sick leave, or any other leave;

F. fringe benefits available by virtue of employment, whether or not administered by the contractor;

G. selection and financial support for training, including apprenticeship, and on-the-job training under 38

U.S.C 3687, professional meetings, conferences, and other related activities, and selection for leaves of absence to pursue training; and

H. activities sponsored by the contractor including social or recreational programs; and any other term, condition, or privilege of employment.

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In addition and in accordance with EO 11246 41 CFR 60-1.4

1. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

2. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

3. The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section

202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

4. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

5. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

B. Affirmative Action Policy Statement, Commitment To EEO And Affirmative Action For Women, Minorities, Protected Veterans And Persons With Disabilities

It is the policy of St. Mary’s County Metropolitan Commission and its top United States executive to support the contractor’s affirmative action program to ensure no qualified applicant or employee is discriminated against on the basis of an individual’s actual or perceived gender, sexual orientation, gender identity, race, national origin, disability, status as a covered protected veteran or membership in any legally protected class. We are committed to providing equal employment opportunity and affirmative action programs in accordance with federal requirements including for women, minorities, individuals with disabilities, protected veterans. We shall employ and advance in employment individuals with disabilities and treat qualified individuals without discrimination on the basis of their physical or mental disability.

To demonstrate that commitment and ensure its success, we have established audit and reporting systems to measure the effectiveness of our AAP, indicative any need for remedial action, determine the degree to which our objectives have been attained, determine whether women, minorities and covered, protected veterans have had the opportunity to participate in all company sponsored educational, training, recreational and social activities, and measure our compliance with the program’s specific obligations.

Overall responsibility for the implementation of these affirmative action activities is assigned to the Executive

Director with responsibility for administration and oversight assigned to the Chief Human Resources Officer.

Our purpose is to ensure that we recruit, hire, train, retain and promote persons in all job titles, and ensures all other personnel actions are administered without regard to protected status and all employment decisions are based only on valid job requirements, including at the executive level.

No employee or applicant shall be subjected to harassment, intimidation, threats, coercion or discrimination because s/he has engaged in or may engage in any protected activities including filing a complaint, assisting or participating in a related investigation, compliance evaluation, hearing, or any other activity related to the administration of our affirmative action plans or any other Federal, state, or local law requiring equal opportunity for women, minorities, person with disabilities, special disabled veterans, veterans of the Vietnam era, recently separated veterans, other protected veterans or any other legally protected status.

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The foregoing terms and conditions shall apply to all sealed Bid solicitations unless specifically deleted or amended by reference within the Bid Package. These terms and conditions may also be incorporated in any formal quotation solicitation or sealed proposals, in which case the words "Quotation" or "Proposal", as may be appropriate, shall be regarded as replacing the word "Bid" in all instances where it may appear.

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Section C: General Requirements

C-1 FAMILIARITY WITH THE WORK

Before submitting a Bid, the Bidder shall familiarize itself as to the terms and conditions under which this Contract will be performed, as set forth herein and as may be subsequently amended.

C-2 TRANSPORTATION CHARGES

A. Where applicable and unless otherwise specified herein, labor rates quoted shall include truck, fuel, insurance, mileage and all other transportation-related costs, fees, taxes and surcharges of any type.

B. Where applicable and unless otherwise specified herein, unit costs quoted shall include truck, fuel, insurance, mileage and all other transportation-related costs, fees, taxes and surcharges of any type.

C-3 PERMITS, LICENSES, CHARGES, AND NOTICES

The Contractor shall procure and pay for all permits and licenses, pay all royalties, fees, and charges, and give all notices necessary to ensure the due and lawful prosecution of the Work to be performed hereunder. The Contractor shall be responsible, at Contractor’s sole expense, to keep and maintain any required permits, licenses or approvals of any type, current throughout Contractor’s performance of the Work hereunder. Upon request of the Owner, the

Contractor shall submit written evidence of compliance with this provision.

C-4 REQUESTS FOR INFORMATION

If any person contemplating submitting a Bid for the proposed contract is in doubt as to the true meaning of any part of the Contract Documents, they may submit to the Procurement Agent a written request for interpretation thereof to procurement@metcom.org. Said request must be delivered to the Procurement Agent no later than seven

(7) calendar days prior to the date of bid opening unless otherwise addressed in an addendum. In response to every written request timely received, the Procurement Agent will issue a response providing the Commission’s determination, interpretation or approval. Every such written response by the Procurement Agent shall be an addendum to the Bid Package and shall be posted in accordance with the Commission’s Procurement Policy.

C-5 CONTRACT INTERPRETATION – NOTICE OF AMBIGUITIES

A. This written Contract and any and all identified writings or Documents incorporated by reference herein or physically attached hereto, constitute the parties’ complete agreement and no other prior, contemporaneous or subsequent agreements, either written or oral, shall be considered to change, modify or contradict same.

Any ambiguity in the Contract will not be strictly construed against the drafter of the Contract language but shall be resolved by the Owner by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of Contracting.

B. It shall be the obligation of the Contactor to exercise due diligence to discover and to bring to the attention of the Owner at the earliest possible time any ambiguities, discrepancies, inconsistencies, or conflicts in or between the technical requirements and the applicable drawings or other Documents incorporated by reference herein. Failure to comply with such obligation shall be deemed a waiver and release of any and all claims for extra costs or delays arising out of such ambiguities, discrepancies, inconsistencies and conflicts.

C-6 PROTEST PROCEDURES

This section shall govern any protest made by any actual bidder, who is allegedly aggrieved in connection with the award of this Contract. Protests not complying with the provisions of this section shall not be reviewed or considered.

A. Protesting Parties. Only those parties who: (i) have submitted a Bid for this Contract; (ii) are not recommended for award; and (iii) allege that the Commission failed to follow its Procurement Policy and/or Bid Package, are entitled to protest. A party protesting may be represented by legal counsel at its own expense.

mailto:purchasing@metcom.org

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B. Time for Filing a Protest. Protests shall only be accepted with the timeframes as stated herein. Protests shall be filed with the MetCom Director no later than three (3) business days after MetCom posts a notice of Intent to Award on MetCom’s website www.metcom.org. All protests must be received by 4:30 p.m. EST on the date as specified above. It is the responsibility of the protester to review posted notices by MetCom in order to file a protest in a timely manner.

C. Required Form of Protest. All protests shall be in writing and shall state that the document is a formal Notice of Protest. Failure to follow the required form of protest shall be just cause for rejection of the protest. Only delivery by certified, registered mail, overnight carrier or hand delivery to the Director is acceptable. Protests shall be date and time stamped upon receipt by MetCom. The Notice of Protest shall include the following information:

1. The name, legal mailing address, telephone number, fax number and email address of the party protesting;

2. The Bid number and title;

3. A concise statement indicating the grounds and evidence, including facts, rules, regulations, statues and constitutional provisions, the factual and legal basis upon which the protest is based with inclusion of all supporting documentation. Grounds not specifically stated in writing shall be waived and not considered in the decision;

4. A statement of the specific ruling or relief requested; and

5. Signature by an authorized agent of the party protesting.

D. Filing Fee. A filing fee of the greater of $500 or 10% of the total base Bid amount, not to exceed $2,000, shall be paid at the time the Notice of Protest is filed. If the Bidder is successful in the protest proceeding, the filing fee will be refunded.

E. Determination of Protest. The Director shall have the authority to settle and resolve any written protest. The Director shall evaluate the submissions by the protesting party(s) including: (i) the Notice of Protest; (ii) any documentation obtained from any other interested party; and (iii) documentation provided by MetCom personnel and any consultants or sub-consultants that contributed to the solicitation and evaluation of the Bid.

The decision of the Director shall be based on written submissions only. A written decision to uphold or reject the protest containing the basis of the decision shall be provided to the protesting party within fifteen (15) calendar days, plus any recognized MetCom holidays, of the receipt of the Notice of Protest.

F. Appeal of Decision. The protesting party may appeal to the MetCom Board a decision by the Director denying the protest by delivering a Notice of Appeal within five (5) business days from the protesting party’s receipt of the Director’s decision. The Director will schedule the protest appeal for consideration by the MetCom Board which may affirm, reverse or modify the Director’s decision. The decision of the MetCom Board shall be final.

G. Costs. Any and all costs incurred by a protesting party in connection with a protest shall be the sole responsibility of the protesting party.

H. Communications. During the review or appeal process the protesting party shall not initiate contact with any

MetCom employee or representative. Such communication will result in automatic rejection of the protest or appeal.

C-7 CONTRACT REVISIONS

Any additions or changes to the existing Contract that may occur after the Contract is awarded, or any subsequent Contract extensions, will be handled through a written change order to the Contract.

C-8 CONTRACT TERMS

This Contract shall commence on a date to be established by the Commission, following award of the Contract, and will terminate upon the end of the Contract term, as provided in the Contract, unless otherwise terminated as the result of default or some other intervening factor, as may be described herein or in the Contract. Upon satisfactory completion of the initial contract term, where applicable, the Commission may offer the Contractor an extension of http://www.metcom.org/

26-07-F, Polymer 12 this Contract as noted in B-25. The Commission reserves the right to re-solicit this Contract at the end of the initial Contract term, or at the completion of any extension term thereof. The Commission reserves the right to cancel the existing contract, upon thirty (30) days prior written notice to the Contractor, if the scope of work changes to an extent that, in the Commission’s sole and reasonable opinion, these specifications no longer apply.

C-9 OPEN MARKET PROCUREMENT

A. Should the Contractor fail, in the sole and reasonable opinion of the Owner, to respond in accordance with the terms specified herein, the Owner reserves the right to procure goods or services on the open market. In the event that the Owner elects to procure services on the open market, and in the event said open-market procurement results in a total cost to the Owner which is in excess of the total cost to the Owner under the

Contract, the additional cost(s) of such goods or services, along with any liquidated damages as specified in

Paragraph C-10, shall be charged against the Contractor, may be deducted from any monies due, or which may become due, to the Contractor.

B. There exist certain circumstances under which it may become necessary for the Owner to operate in an emergency or crisis mode. In the event the Owner determines that such emergency or crisis conditions exist, the Owner reserves the right to order or request goods or services from suppliers other than the Contractor.

The criteria for award in emergency situations will be response time. Ordering from alternate vendors will not void the conditions of this Contract, nor will it hold the Contractor liable for any additional costs assumed by the Owner by procuring on the open market.

C-10 LIQUIDATED DAMAGES

A. In the event the Contractor fails or refuses to satisfy the terms and conditions set forth herein, and in the event the Contractor’s failure or refusal results in damages sustained by the Owner that exceed or are different than those damages contemplated by C-9.A above, the Owner reserves the right to assess liquidated damages of two hundred dollars ($200.00) per day for each day the Owner sustains injury or damages as the result of the

Contractor’s failure or refusal to respond. These liquidated damages are agreed to be an approximation of the actual damages sustained by the Owner for the delay and are not assessed as a penalty to the Contractor. In the event the Contractor will not or cannot respond within the required time frame as mutually agreed upon by both the Contractor and the CO or COR, he must immediately notify the CO or COR of the reasons for such delay. In the event actual damages are in excess of the agreed upon liquidated damages, the Owner reserves the right to pursue any additional actual damages to which it may be entitled.

B. If in the opinion of the CO or COR, the Contractor is unable to complete the Work due to situations beyond the control and without the fault or negligence of the Contractor, the CO or COR shall waive the assessment of liquidated damages and extend the deadline, if applicable.

C-11 FORCE MAJEURE

The Contractor shall not be liable for any delay or damage if the delay or damage arises out of causes beyond the control and without the fault or negligence of Contractor. The Owner shall not be liable for any failure to pay for the services hereunder or for any breach of Contract if the failure or breach arises out of causes beyond the control and without the fault or negligence of Owner. Such causes beyond the control of the Contractor and the Owner may include, but are not restricted to, acts of God or the public enemy, acts of the federal or state governments in either it’s sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of Contractor or Owner. The foregoing shall be regarded as an "unavoidable delay". For any bona fide unavoidable delays in performance by the Contractor and/or the Owner, the time to perform shall be extended for that period of time necessary and reasonable to allow performance to be completed.

C-12 JOB COMPLETION TIME RESTRAINT

All Work shall be completed in a timely manner with respect to the terms, conditions, and requirements of the

Owner, as specifically set forth herein. If in the reasonable opinion of the CO or COR the Work is not proceeding at an acceptable rate, the Owner reserves the right to obtain the services of another company or vendor to complete

26-07-F, Polymer 13 the Work and discharge the Contractor from the Work site. In this event, the Contractor, under this Contract, will only be compensated for Work actually and satisfactorily completed prior to discharge and the value of such compensation shall be established at the reasonable discretion of the CO or COR. Conditions set forth in Paragraph C-9, Open Market Procurement, will apply.

C-13 INSPECTION OF WORK

All materials and each part or detail of the Work shall be subject at all times to inspection by the Owner or their representative, and except to the extent otherwise agreed in writing, the Contractor will be held strictly to the materials, workmanship, and the diligent execution of the Contract. Such inspection may include mill, plant or shop inspection, and any material furnished under the Contract is subject to such inspection. The Owner shall be allowed access to all parts of the Work and shall be furnished with such information and assistance by the Contractor as is required to make a complete and detailed inspection. Owner shall inspect good/services promptly. All claims for alleged defects in goods/services are waived unless Contractor is notified of the claim within thirty (30) days after receipt of shipment, unless the nature of the defect could not reasonably be detected until the goods are used.

C-14 TERMINATION FOR DEFAULT-DAMAGES FOR DELAY-TIME EXTENSIONS

A. If the Contractor refuses or fails to prosecute the Work, or any separable part thereof, with such diligence as shall insure its completion within the time specified in this Contract, or any extension thereof, or fails to complete said Work within this time, the Owner may, by written notice to the Contractor, terminate the

Contractor’s right to proceed with the Work, or the part of the Work as to which there has been delay. Prior to such a termination by the Owner, the Owner shall provide to the Contractor a written notification specifically identifying the nature of the Contractor’s default. The Contractor shall have thirty (30) days from the date of such notice to remedy the default. If the default is adequately remedied by the Contractor as determined by the Owner in its sole discretion, within said thirty (30) day period, then the Contractor shall be permitted to continue the performance of the Contract in accordance with all the terms and conditions set forth therein.

B. In the event the Contractor does not adequately remedy the default within the said thirty (30) day period, the

Owner may take over the Work and prosecute the same to completion, by Contract or otherwise, and may take possession of, and utilize in completing the Work, all the materials, appliances, and plant as may be on the site of the Work and necessary therefore. Whether or not the Contractor's right to proceed with the Work is terminated, he and his sureties shall be liable for any damage to the Owner resulting from his refusal or failure to complete the Work within the specified time.

C. If fixed and agreed liquidated damages are provided in the Contract and if the Owner so terminates the

Contractor's right to proceed, the resulting damage shall consist of such liquidated damages until a reasonable time as may be required for final completion of the Work together with any increased costs or damages sustained by the Owner in completing the Work.

D. If fixed and agreed liquidated damages are provided in the Contract and if the Owner does not so terminate the Contractor's right to proceed, the resulting damage shall consist of these liquidated damages, together with any increased costs or damages sustained by the Owner, until the Work is completed or accepted.

E. The Contractor's right to proceed may not be so terminated nor the Contractor charged with resulting damages if:

1. The delay in the completion of the Work arises from Force Majeure as dictated in Section C-11;

2. If the Contractor, within ten (10) days from the beginning of any such delay (unless the Procurement Agent grants a further period of time before the date of final payment under the Contract), notifies the

Procurement Agent in writing of the causes of delay, and if after reviewing the information submitted, the Procurement Agent determines there is justification for an extension and extends the time for completing the Work, then the Contractor shall have the additional time granted by the Procurement Agent to complete the Work. The findings of the Procurement Agent in granting or denying any such time extension shall be final and conclusive on the parties, subject only to appeal as provided in the "Remedies" clause of this

Contract.

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F. If, after the Owner issues a notice of termination of the Contractor's right to proceed under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the delay was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the Contract contains a clause providing for termination for convenience of the Owner, be the same as if the notice of termination had been issued pursuant to said clause. If, in the foregoing circumstances, this Contract does not contain a clause providing for termination for convenience of the Owner, the Contract shall be equitably adjusted to compensate the Contractor for the termination and the Contract shall be modified accordingly, if necessary; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this Contract entitled "Remedies".

G. The rights and remedies of the Owner provided in this clause are in addition to any other rights and remedies provided by law or under this Contract.

C-15 TERMINATION FOR CONVENIENCE OF THE OWNER

The performance of Work under this Contract may be terminated by the Procurement Agent in accordance with this General Condition, in whole or in part, whenever, in his sole discretion, it is in the Owner's best interests. Any such termination shall be effected by a written notice of termination to the Contractor specifying the extent to which performance of the Work under the Contract is terminated and the effective date of the termination.

A. After receipt of a notice of termination and except as otherwise…