RFP 25-053 Boiler Replacement.pdf

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Request for Proposal 25-053 Boiler Replacement

The County of Ottawa, on behalf of Facilities Maintenance, is requesting proposals from experienced and qualified vendors to provide replacement boiler and provide installation services.

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

RFP Issue Date: Monday, May 5, 2025

Pre-Proposal Conference: Friday, May 16, 2025

Questions Deadline: Tuesday, May 20, 2025

Addendum Issuance: Thursday, May 22, 2025

RFP Deadline: By 2:00 PM (ET) Wednesday, May 28, 2025

Intent to Award (Estimated): Friday, June 13, 2025

Contract Start (Estimated): Friday, June 27, 2025

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

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

mailto:purchasing.rfp@miottawa.org

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Table of Contents

Request for Proposal 25-053

Section 1: Information Summary

Section 2: Background Information

Section 3: Scope of Work

A. General Project Tasks

B. Vendor Qualifications and Mandatory Requirements

C. Pricing and Invoicing

Section 4: Proposal Selection and Award Process

Section 5: Contract Terms, Period, Procedures and Use

Section 6: RFP Terms and Conditions

Section 7: General Terms and Conditions

Appendices:

Appendix A: Contract Sample

Appendix B: Insurance Requirements

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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 proposal 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 RFP, 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 RFP. Additionally, the terms “County,” “Client,” or “Owner” refers to the County of Ottawa.

Proposal Submission:

Proposals must be received by 2:00 PM (ET) on Wednesday, May 28, 2025.

Proposals received after this time may not be considered. Proposals may be withdrawn at any time prior to the scheduled proposal deadline. Proposals must be firm and may not be withdrawn for a minimum period of 90 calendar days after the RFP Deadline. Proposals should be concise and complete, covering all items identified, emphasizing an understanding of the project and the resources to perform the intended work. Proposals will be reviewed to determine if submission requirements are met. Proposals that do not comply with submittal instructions established in this document and/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 proposals 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.

http://www.bidnetdirect.com/mitn http://www.miottawa.org/Departments/FiscalServices/bids.htm

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Submission of Information that Bidder Believes is Confidential and/or Proprietary:

As a public body, Ottawa County is subject to and must comply with Michigan’s Freedom of Information Act (FOIA), MCL 15.231, et. seq. Ottawa County encourages all bidders to refrain from submitting information that it considers to be confidential and/or proprietary in response to a RFP. However, if the bidder believes that submission of the aforementioned type of information is essential to the bidding process, then the bidder must transmit such information separately from the primary bid submittal and clearly label such information as “CONFIDENTIAL AND/OR PROPRIETARY” in red at the top of each page. The bidder assumes responsibility for ensuring that all information labelled “CONFIDENTIAL AND/OR PROPRIETARY” is exempt from disclosure pursuant to FOIA.

The Bidder acknowledges and agrees that information it considers to be confidential and/or proprietary may be subject to disclosure under FOIA or some other legal basis, and, by submitting a proposal in response to this RFP, voluntarily releases and waives any and all claims against Ottawa County arising out of the release of the aforementioned type of information. Bidder also acknowledges and agrees that Ottawa County cannot guarantee the confidentiality of all information and/or documents submitted in response to this RFP. Bidder further acknowledges and agrees that any information and/or documents incorporated as an exhibit and/or reference into an executed contract will be considered a public document, regardless of any “CONFIDENTIAL AND/OR PROPRIETARY” labelling.

Use of Hyperlinks:

Ottawa County strongly encourages against the use of hyperlinks in vendor proposals, as linked content may become inaccessible over time. Proposals that rely on hyperlinks to provide required documents or essential information (e.g., pricing, references, etc.) risk disqualification. If a hyperlink becomes non-functional, the County is under no obligation to seek clarification or request an alternative submission. To ensure comprehensive evaluation, vendors should include all necessary information directly within the proposal.

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Proposal:

A bidder’s proposal must contain completed, signed copies of each of the following required attachments:

• Attachment A – Cover Sheet for Proposal

• Attachment B – Vendor References

• Attachment C – Proposal Response

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

Respondents will submit an electronic proposal (preferably single-file PDF format) by e-mail to: purchasing.rfp@miottawa.org with subject line of: “RFP 25-053 Boiler Replacement.” The County can receive email attachments up to 25 megabytes.

Proposal documents larger than 20 megabytes should be sent in multiple emails with subject line of: “RFP 25-053 – 1 of 2”, etcetera. It will be the Proposers’ responsibility to ensure that their proposal have been appropriately delivered and received.

Incorporation into a Standard County Contract:

The terms and conditions outlined and/or referenced in this Request for Proposal will be incorporated into the final contract; a sample version of Ottawa County’s standard contract can be found in Appendix A. The final contract may include terms and conditions in addition to those found in this Request for Proposal. Unless expressly authorized by the County's Purchasing Division, no additional documents, agreements, and/or forms of any kind will become a part of the RFP or final contract.

Modification:

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

Pre-Proposal Conference:

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

Friday, May 16, 2025 at 10:00AM ET Administration Building Lobby, 12220 Fillmore St, West Olive, MI 49460

Vendor representatives attending the site-visit are asked to RSVP attendance by Thursday, May 15, 2025 at 5:00PM ET to: Steven Holden, Procurement Specialist, 616-994-4778, or email: purchasing.rfp@miottawa.org.”

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Questions:

Vendors may submit questions and requests for clarification relating to this RFP to the RFP 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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Section 2: Background Information

County Information:

Beautiful Ottawa County is located in the southwestern section of Michigan’s Lower Peninsula. Its western boundary is formed by Lake Michigan and its eastern boundary is approximately 30 miles inland. The County landmass consists of a total area of 565 square miles with over 300 miles of water frontage. The County is composed of 6 cities, 17 townships, and 1 village.

The current County’s legislative body is an eleven-member Board of Commissioners which is elected from single-member districts, determined by population, on a partisan basis for two-year terms. The Board of Commissioners provides oversight, establishes policy, and builds the strategic plan for County operations.

Ottawa County has been named the fastest growing population in the state. Between 2010 and 2020 there was a 12.3% increase in population. The estimated population in the County in 2023 was 303,372. This significant population growth is expected to continue in the years ahead.

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Section 3: Scope of Work

The scope of work includes the removal of the existing faulty boiler, which will be left on site after removal. A new Lochinvar boiler will be supplied and installed, with integration into the existing Building Management System (BMS) controls, as well as the electrical and plumbing systems. Following installation, the new boiler system will undergo thorough testing and commissioning to ensure proper functionality.

The existing boiler will be officially decommissioned by the State of Michigan by the contractor. Additionally, the contractor will be responsible for securing all necessary licensing for the new boiler with the State of Michigan. All work must comply with applicable State of Michigan regulations, safety standards required permitting, and CSD-1 code requirements.

A. General Project Tasks

Comprehensive Assessment and Planning

• Conduct a full evaluation of the existing boiler system and determine all necessary modifications for integration with the new system.

• Prepare and submit complete plans and specifications for County approval prior to any installation work.

• Ensure the new boiler's capacity and output match the existing system requirements as part of a seamless replacement.

Full-Service Coordination and Consultation

• Provide and manage all necessary subcontractors (e.g., electrical, plumbing, controls) to complete the project under a single point of responsibility.

• Coordinate with the County’s existing BMS contractor, Johnson Controls International (JCI), to ensure proper system integration.

• Consult with the boiler manufacturer’s representative to explore value-added options, including pricing and technical support.

Complete Demolition and Site Preparation

• Provide labor and materials to remove existing boiler and related equipment.

• Disconnect and remove all associated systems, including wiring, flue piping, gas, water, and hot water supply/return piping to appropriate reconnection points.

• Securely cap and terminate any remaining utilities or piping, as necessary.

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Code-Compliant Installation

• Supply and install the new boiler system in accordance with manufacturer specifications and all applicable codes and standards.

• Install new venting, if required, any required roof penetrations must have prior approval and work with Ottawa County Project Manager.

• Reconnect gas, water, and electrical systems to restore full functionality.

• Integrate the boiler with the existing Building Management System (BMS), including providing all required signals and controls.

End-User Training and Handover

• Provide on-site training for designated maintenance staff to ensure confident and competent operation of the new system.

• Deliver all project closeout documents, including warranties, user manuals, CSD-1 testing documentation, training materials, and as-built documentation.

Regulatory Compliance and Site Security

• Ensure full compliance with all local, State of Michigan codes, safety regulations, permits, and CSD-1 requirements.

• Manage and adhere to all facility-specific security protocols, including contractor access and site movement.

• Personnel must pass background checks prior to gaining access to the facility.

• Demonstrate experience working in secure environments such as correctional facilities.

B. Vendor Qualifications and Mandatory Requirements

The contractor must have demonstrated experience in providing turnkey solutions for mechanical system replacements, including managing all aspects of installation, integration, and compliance. The contractor should be fully qualified to handle the required trades, work within regulatory framework, and coordinate with external service providers. A proven ability to deliver complete, operational systems with a focus on safety, quality, and efficiency is essential. The contractor must have a minimum of three (3) years of experience in the industry and be able to provide references from similar projects to verify their capabilities.

C. Pricing and Invoicing

The contractor must provide a breakdown of pricing in the proposal that includes and identifies the associated costs with major components such as demolition, equipment, installation, controls integration, and testing/commissioning.

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The contractor is required to include a proposed invoicing schedule as part of their submission. If no invoicing schedule is provided, the County will assume that a single, full invoice will be submitted upon project completion.

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

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Section 4: Proposal Selection and Award Process

An Evaluation Committee(s) will be established by the County to review the proposals and to make recommendation for contract award(s).

A Proposer may not contact any member of the Evaluation Committee except at the RFP Administrator’s direction. Purchasing will notify vendors of relevant steps and status throughout the evaluation process.

Proposals will be evaluated based on the following criteria (of equal weight and in no particular order):

• Experience and Qualifications

• Client/Customer References

• Proposal Response to Questions

• Costs and Fees Proposed

• Equipment

As part of the proposal evaluation process, the finalist vendor(s) may be invited to attend an in-person or virtual interview. The County reserves the right to interview any number of qualifying vendor(s) as part of the evaluation and selection process. The County reserves the right to award a contract without an interview, as determined in the best interest of the County.

The County of Ottawa reserves the right to select and subsequently recommend for award the proposal that best meets its required needs, quality levels, and budget constraints. The highest graded and/or lowest priced response does not guarantee recommendation for contract award. The County reserves the right to award by item, group, or total proposal.

The Respondent to whom the award is made will be notified at the earliest possible date.

Tentative acceptance of the proposal, intent to recommend award of a contract and actual award of the contract will be provided to the representative(s) designated in the proposal response.

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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 from project kick-off to project completion.

This contract will not be enforced until both parties have agreed and signed as accepted.

Generally, the Vendor will be expected to sign the contract before the County. The Vendor must execute and fulfill the terms in the said Contract.

The proposal, or any part thereof, submitted by the awarded vendor may be attached to and become part of the contract. Proposal 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. The County further reserves the right to modify the scope of services during the course of the contract’s execution. Any changes in pricing or payment terms proposed by the Vendor resulting from the requested changes to the scope of services are subject to acceptance by the County.

In the event that a successful contract cannot be executed with the vendor first awarded, the County reserves the right to proceed with contract negotiations with the other responsive, qualified vendors.

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: RFP Terms and Conditions

By submitting a response, vendors confirm that they have read and will comply with the solicitation and all specified RFP terms and conditions listed below.

Cancellation of RFP:

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 RFP Administrator will notify vendors of any cancellation.

Confidentiality:

All responses in entirety, produced by the Proposer, 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 RFP is not assured. For further information concerning confidential and/or proprietary information, please see Section 1.

Conflict 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.

Incurred Expenses:

The County will not be responsible for any costs or expenses incurred by the proposers in preparing and submitting a proposal or costs associated with meetings and evaluations of proposals prior to the execution of a contract. This includes any legal fees for work performed or representation by the proposer’s legal counsel during any and all phases of the RFP process, any appeal or administrative review process, and prior to County Board approval of a contract.

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

RFP 25-053 14 | P a g e 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.

Laws:

This RFP 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 and/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.

Ownership of Data:

The vendor agrees that all information and/or documents provided by the County, any and all documents, reports, notes, other data, and/or any other materials prepared, collected, created, and/or used by the vendor, its assigned employees, and/or subcontractors, in the performance of services pursuant to any contract resulting from this RFP or all mutually agreed upon modifications to the contract, shall be and will remain the property of the County, whether delivered to the County or not. Unless otherwise provided herein, all aforementioned data will be delivered to the County or its designee upon completion of any work performed or at such other times as the County or its designee may request. Moreover, the vendor agrees to keep all of the aforementioned data for a period of at least 3 years after the completion of the project set forth in any contract resulting from this RFP and all mutually agreed upon modifications to the project.

Proposal Acceptance, Rejection, and Withdrawal:

The County also reserves the right to accept or reject any and all proposals submitted if in the best interest of the County.

The County reserves the right to negotiate with the Proposer(s) for any service/product set forth within the scope of the RFP, as well as any additional service/product that the Proposer(s) provides, and the County determines it may wish to contract for. The County further reserves the right to award the contract to more than one Contractor, if in the best interest of the County to provide adequate delivery, services, and/or product availability. The County may request and require clarification at any time during the procurement process and/or require correction of arithmetic or other apparent errors for the purpose of assuring a full and complete

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The County reserves the right to waive minor irregularities in proposals. 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 afforded to other Vendors. The County may waive any requirements that are not material.

The County reserves the right to reject any or all proposals, or any part thereof; and to waive any minor defects in the proposals if this is to the advantage of the County.

The County’s waiver of a minor defect will in no way modify the RFP document or excuse the vendor from full compliance with its specifications if the vendor is awarded the contract. The County reserves the right to allow separate contracts on any aspect of the work set forth in the RFP.

After the proposal deadline, proposals may not be withdrawn without the written consent of the County after submission deadline. Proposals must be firm and may not be withdrawn for a minimum period of 90 calendar days after the RFP deadline.

Any fees proposed are considered firm and cannot be altered.

Retained Rights:

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

Subcontracts:

The awarded vendor agrees that it will not assign or subcontract any rights or obligations under a contract that results from this RFP process without the County’s prior written approval.

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Section 7: General Terms and Conditions

By submitting a response, the Vendors confirm that they have read and will comply with all the general terms and conditions listed in Appendix A: Contract Example.

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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 Additional Contract Provisions – Federal Provisions (as needed) Exhibit D-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.

EXAMPLE

Appendix A

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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 schedule of time requirements set forth in Exhibit A.

b) The Contractor’s failure to complete services as required shall constitute breach of this Contract.

c) Contractor shall have five (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 or domestic violence or other bar-able conviction(s). The background checks for Contractor employees will be conducted by the County prior to the commencement of any on-site work.

9. 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.

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.

10. 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

Version. 05/2025 Page 4 of 9 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.

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

12. 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.

13. 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 provisions shall remain effective for five (5) years after termination of services under this Contract.

14. 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.

15. 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.

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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.

16. 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.

17. 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.

18. 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 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.

19. 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.

Version. 05/2025 Page 6 of 9

20. 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.

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

22. 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.

23. 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.

24. 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.

25. 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 #:

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26. 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 (Paragraph 12), Confidentiality (Paragraph 13), Jurisdiction (Paragraph 16) and Indemnification (Paragraph 18), shall survive termination or expiration.

27. 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.

28. 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.

29. 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.

30. 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.

31. 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 possible time of the services that will or may be affected by the unavailability of funds.

32. 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.

33. 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.

34. 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.

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35. 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.

36. 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]

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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

CONTRACTOR INSURANCE REQUIREMENTS

Contractor 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’ Compensation: Michigan Statutory Employers’ Liability: $1,000,000 Each Accident

$1,000,000 Aggregate Injury by Disease or limits adequate to satisfy Umbrella or Excess Liability insurance underlying requirements.

UMBRELLA or EXCESS LIABILITY, AS APPLICABLE:

General Aggregate (not applicable to Automobile Liability): $5,000,000* Products-Completed Operations Aggregate: $5,000,000* Each Occurrence or Accident: $5,000,000*

There are to be no gaps between scheduled underlying insurance and Umbrella/Excess Liability underlying required limits.

*Limits shown are minimums but is to be adjusted to higher amounts depending upon how much injury or damage the contractor can cause.

PROFESSIONAL LIABILITY, AS APPLICABLE:

Limit of Liability: $2,000,000 Policy-Year Aggregate (if contract is for professional services).

PRIVACY AND SECURITY LIABILITY (CYBER SECURITY), AS APPLICABLE:

Limit of Liability: $2,000,000 Aggregate Limit

Appendix B

EXAMPLE

Steve Holden Inserted Text

Version. 06/2024

The County of Ottawa is to be 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.

Commercial General Liability insurance is to be endorsed to provide that the General Aggregate Limit applies separately per location or per project. All required policy aggregate limits shall be unimpaired at inception of the work described in this contract.

Commercial General Liability and, if applicable, Umbrella/Excess Liability, Professional Liability and/or Privacy and Security Liability (Cyber Security) insurance shall remain in effect for two years after completion of the work described in the contract.

Contractor shall furnish (a) certificate(s) of insurance showing the above-specified coverages and shall provide copies of Commercial General Liability, Umbrella/Excess Liability and Additional Insured and Primary and Non-Contributory endorsements, or copies of policy blanket Additional Insured and Primary and Non-Contributory provisions with the certificate(s).

All policies shall be endorsed to provide a minimum 30-day notice requirement to the named insured in the event of policy termination.

The contractor is responsible for providing to the County renewal or replacement certificates in the event that one or more policies are terminated before the completion of the work and the two-year additional period for Commercial General Liability, Professional Liability and/or Cyber Security Liability policies.

Modification of the Insurance Requirements: Depending on the subject matter of the contract and/or Purchase Order, the County reserves the right to require higher limits of insurance coverage and/or other insurance coverage in addition to the coverages herein.

If a prospective Contractor is a sole proprietor or an entity that believes that it cannot meet the above insurance requirements, please contact Ottawa County Purchasing Division at purchasing@miottawa.org to check whether any waivers or modifications will be permitted.

Please forward your evidence of insurance to: Ottawa County Purchasing, 12220 Fillmore St Rm 331, West Olive, MI 49460, purchasing@miottawa.org, Fax Number 616‐738‐4897 mailto:purchasing@miottawa.org mailto:purchasing@miottawa.org