Kayak Centre at Wickford Cove, LLC d/b/a Kayak Centre of Rhode Island
Town of Narragansett et al
Washington County Superior Court. (WC 13-630). Associate Justice Kristin E. Rodgers.
For Plaintiff: Robert Clark Corrente, Esq.
For Defendants: Mark A. McSally, Esq., Angelo R. Simone, Esq.
Present: Suttell, C.J., Goldberg, Flaherty, Robinson, and Indeglia, JJ. Justice Goldberg, concurring in part and dissenting in part.
Francis X. Flaherty, Justice
The plaintiff, Kayak Centre at Wickford Cove, LLC (Kayak Centre), appeals from a final judgment entered in Washington County Superior Court in favor of the defendants, the town of Narragansett (the town) and Narrow River Kayaks, LLC (Narrow River). The action was precipitated because the plaintiff was unsuccessful in winning a concession contract from the town to operate a paddle sports business on town-owned land. The plaintiff's complaint asked for (1) a declaratory judgment that the town had violated sections of the general laws controlling the award of municipal contracts, G.L. 1956 chapter 55 of title 45, and (2) injunctive relief against the town to prevent it from rebidding the concession contract. This appeal came before the Supreme Court for argument on March 3, 2015. For the reasons set forth in this opinion, we affirm in part and reverse in part the judgment of the Superior Court.
Facts and Travel
Kayak Centre is a Rhode Island limited liability company that operates paddle sports businesses at two locations, one in Charlestown and one in the village of Wickford in North Kingstown. Narrow River is also a Rhode Island limited liability company; it owns and operates a paddle sports business at 94 Middlebridge Road in Narragansett (the property). In August 2012, the town acquired a 9.5-acre parcel of land that included the property on which Narrow River's business was located. Narrow River continued to operate its business on the land after the town took ownership of the property. However, in August of 2013, the town invited competitive bidding for a five-year concession contract to operate a paddle sports business on the property. One rationale for the decision was described by Robert O'Neill, the Chairman of the town's Land Conservancy Trust, who said it was " good business sense to say 'We'll see what other proposals [for the paddle sports concession at the Property] people will bring forward.'" To begin the process, the town's purchasing agent, Susan Gallagher, and the Director of the town's Parks and Recreation Department, Steven Wright, prepared
a package and advertised the invitation to bid on the concession award.
The invitation specified a submission date of August 29, 2013, required that all bidders have a minimum of five years of experience operating a paddle sports business, and asked for references who could attest to prior experience. The invitation also stated, " [the town] reserves the right to reject any/all bids, waive any informalities in the bids received and to accept and award the bid to the highest qualified bid deemed most favorable to the interest of the [t]own." Four bidders initially expressed an interest by attending an advertised pre-bid meeting, but, in the end, only Kayak Centre and Narrow River submitted bids to the town. Bidders were asked to state the amount of a proposed " annual payment" that they would be willing to make to the town. A minimum amount of $15,000 annually was specified in the bid package. Kayak Centre proposed $180,505 in total payments over the projected five-year period, while Narrow River's bid proposed $100,500. In accordance with the invitation to bid, the bids were opened by the town's Parks and Recreation Department and were then examined in order to issue a report to the town council before it awarded the concession.
There is no dispute that Ms. Gallagher's report, according to the parties' stipulated facts, " concluded that the Kayak Centre was the best and most qualified bidder and recommended that the Town Council award the municipal contract to the Kayak Centre."  The report stated, in part, " [t]he Parks and Recreation Department is recommending this award based on the Kayak Centre's 18-year experience in the paddle sports business, references[,] and total bid offering." Also, the town's contacts with Kayak Centre's references resulted in " all positive comments regarding the Kayak Centre operation." On October 7, 2013, the report was presented at a meeting of the town council and a motion was made to award the contract to Kayak Centre. However, after some lengthy comments from the public and discussion among town councilors, the town council voted three to one to reject the motion to award the concession contract to plaintiff. Following this vote, the town solicitor, who was present at the meeting, then suggested that the next course of action would be " to direct the staff to develop additional criteria and qualifications to be included in a new bid package for [the town council's] review before it goes back out to bid * * * ." The town council, as the parties stipulate, then " voted 3-1 to reject all bids and commence the bidding process again," following the solicitor's recommendation.
On December 3, 2013, Kayak Centre initiated this action by filing a verified complaint consisting of three counts: (1) a request for a declaratory judgment that the town violated § 45-55-5, entitled " Competitive sealed bidding" ; (2) an allegation that the town ...