1-Quick Quotes Terms and Conditons (Rev. 02 2022).pdf

NOTICE TO BIDDERS

1. Electronic submittals as described herein, will be received electronically via EMWD e‐ Procurement, until date and time specified in RFQ notice. Any changes to this Quote are invalid unless specifically modified by Eastern Municipal Water District (District) and issued as a separate addendum document. Should there be any question as to changes to the content of this document, the District’s copy shall prevail. It is the Bidder’s sole responsibility to ensure that their quote, inclusive of any or all addenda, is uploaded to the EMWD e‐Procurement at the proper time. Bidders may modify quote by electronically accessing EMWD e‐Procurement prior to the quote close date and time. Any quote received after the scheduled closing time for receipt of quotes will not be considered in the selection process.

Quotes must be submitted electronically via the District’s e‐Procurement system as set forth in this RFQ document. Quotes submitted by any other method such as hard copy, fax, or email will be disqualified.

2. All general inquiries shall be directed to Buyer Named in RFQ. All technical inquiries shall be submitted on the EMWD e‐Procurement website, Questions and Answers (Q&A) tab.

3. Any additions, deletions, changes, clarifications, or supplemental information regarding the RFQ will be sent to all prospective Bidders prior to the date fixed for the receipt of quotes. All addenda so issued shall become part of the contract documents.

Bidders are encouraged to not wait until the deadline to submit bids, as system-related difficulties and/or questions may arise. Respondents should contact a system representative at

(800) 354-8010 x2 if they encounter problems during the online uploading. Any bids received after the scheduled closing time for receipt of bids will not be considered.

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GENERAL BID TERMS AND CONDITIONS

1. The Eastern Municipal Water District (District) reserves the right to withhold award of contract for a period of one hundred eighty (180) days following bid opening. All bids received are considered firm for that 180-day period.

2. A purchase order will be mailed or otherwise furnished to the successful bidder results in a binding contract without further action by either party.

3. The District may make such investigations as it deems necessary to determine the ability of the bidder to provide the products as specified, and the bidder shall furnish to the District all such information and data for this purpose. The District reserves the right to reject any quote if the evidence submitted by, or investigation of, such bidder fails to satisfy the District that such bidder is properly qualified to provide the specified product.

Conditional quotes will not be accepted.

Notice is also given to all bidders that a sworn statement may be required to be furnished of their financial responsibility, technical ability and experience before award is made to any particular bidder.

4. No interpretation of the meaning of the Specifications will be made to any bidder orally.

Every request for such interpretation shall be entered on the Q & A tab of the online solicitation. To be given consideration request must be received at least three (3) working days prior to the date fixed for the opening of quotes or by specified date referenced in RFQ. Any and all such interpretations and any supplemental instructions will be issued through an addendum to all prospective Bidders, not later than two (2) working days prior to the date fixed for the receipt of quotes. All addenda so issued shall become part of the contract documents. Under no circumstances may the Bidder contact the using department.

5. The District reserves the right to reject any or all quotes, either separately or as a whole, and to waive any informality in a quote or to accept any quote presented which it deems best suited to the interest of the District and is not to be bound to accept the lowest price.

The District will not accept “All or None” quotes and may split orders should it be in the District’s best interest. Neither will the District accept “Conditional Quotes” such as minimum order quantities.

6. Should the bidder not quote on a particular item, please select "No Bid" next to each item not quoted on.

7. Prices quoted shall include any and all miscellaneous fees and costs including any preparation costs associated with this quote.

8. At the time of the submission of quote each bidder shall be presumed to have read and be thoroughly familiar with the specifications and terms (including all Addenda).

9. No materials manufactured and produced in a penal or correctional institution shall be furnished.

10. The use of the name of a manufacturer, model number, or catalog number in the specifications does not restrict the Bidder to that manufacturer's product, unless otherwise stated in this "Request for Quote". The reference is used merely to indicate the principal operating characteristics, the quality of the items desired, or those manufacturer's products that have been approved as being acceptable for its use. It is the responsibility of the Bidder to demonstrate to the satisfaction of the District that the quality, functional capability, and operating characteristics of the product proposed is acceptable.

11. The equipment submitted under these specifications shall be the manufacturer's current conventional design for the type of equipment specified and the allied parts specified, complete with all necessary accessories customarily furnished with these equipment types whether stipulated herein or not, with such modifications or attachments as may be necessary to enable the equipment to function safely, reliably, and efficiently in sustained use.

12. Items furnished shall be new materials and unused articles with the most recent upgrade in modern engineering design, materials and workmanship unless otherwise noted herein.

13. The District reserves the right to purchase up to an additional 100% of the quantity specified (individual line items or all line items) within 90 days following the date of award.

ADDITIONAL BID TERMS & CONDITIONS

1. GIFTS AND GRATUITIES

Vendor’s efforts shall include, but not be limited to, establishing precautions to prevent its employees or agents from making, receiving, providing, or offering gifts, entertainment, payments, loans, or other considerations which could be deemed to appear to influence individuals to act contrary to the best interest of the District.

2. SELECTION CRITERIA

The successful bidder will be selected on the following criteria:

A. Responsiveness (conformance and compliance) to the RFQ requirements.

B. Responsibility (capability) to perform the requirements.

C. Bid price.

Responsive bids shall conform in all material aspects of the RFQ.

Responsible bidder(s) must possess the resources, skill, integrity, and experience necessary to meet the District’s requirements. Past performance may also be a factor in determining responsibility.

The District reserves the right to reject the bid of a bidder who has failed previously to perform properly on contracts of a similar nature, or a bid where investigation shows the bidder is not in a position to perform the contract.

3. TERMINATION

This contract may be terminated for any reason set forth below:

A. With Cause In the event of any breach by the Company of the conditions set forth in this contract, including any non-performance of duties, District may, without prejudice to any of its legal remedies, terminate this contract for cause upon five (5) days written notice to the Company. Upon contract termination, the District reserves the right to complete the work at its convenience and timing as deemed necessary. District may procure the articles or services from other sources and may deduct from any unpaid balance due the contractor, or may collect from the surety or any bonds, amounts paid by District to such other sources, together with District’s legal and administrative expenses, to the extent District total cost exceed the contract price hereunder.

B. Without Cause

The District reserves and has the right to immediately suspend, cancel or terminate this contract for reason whatsoever at any time upon written notice to the Company. In the event of such termination, the District’s only obligation to Company will be payment for goods received or services rendered up to and including the effective date of termination. District shall not be liable for other costs nor for prospective profits on goods not delivered or services not performed.

C. Appeal Procedure

In the event of termination with or without cause, Company shall have the right to request a hearing in which it shall have the opportunity to address the reasons for the termination. Said request shall be in writing and submitted within five (5) days of issuance of the Notice of Termination. The Director of Purchasing and Contracts or his or her designee shall be the hearing officer. The hearing shall be held within 30 days of a written request for same.

4. DISTRICT HOURS

The District's business hours are 8:00 a.m. to 5:00 p.m. with receiving between the hours of 7:30 am ‐ 3:00 pm, Monday through Friday.

The District will be closed on the following days:

1. New Year’s Day

2. Martin Luther King Jr. Day

3. President's Day

4. Memorial Day

5. Fourth of July

6. Labor Day

7. Veteran's Day

8. Thanksgiving Day and the day after

9. Christmas Day

5. RECEIVING INSPECTION

A. Delivery is to be made F.O.B. Destination, with freight prepaid and allowed to:

Eastern Municipal Water District 2270 Trumble Road Perris CA 92570

B. The Company shall be responsible for the receipt, storage, and handling of all materials, including the equipment/tools required for unloading and installation.

C. Material shipped must be the same as bid. Unauthorized substitutions will be cause for cancellation of order and return of material at vendor's expense.

D. The Company shall confine all apparatus, storage of material, and the operation of the work force to areas determined by the District’s designated employee.

E. All products shall be delivered in the manufacturers original and unopened crating and/or covering, if applicable.

6. PAYMENT FOR PRODUCT

The District will remit payment following receipt of invoice after internal validation and acceptance. If an invoice is in error, the District will pay the accurate amount of the invoice, or the invoice will be returned to the Company for correction and reissue.

In connection with any cash discount specified in this proposal, time will be computed from the date of services performed or product acceptance/receipt as specified, or from the date correct invoices are received by the District if the latter date is later than the date of services performed. For the purpose of earning the discount, payment is deemed to be made on the date of mailing of the District warrant or check.

Payment for goods and/or services received shall be made in accordance with the payment schedule and payment terms contained in this Proposal or as negotiated by District and Company. Payment is deemed to be made on the date of mailing of the check.

The Company shall email invoices referencing the appropriate contract number to:

apuser@emwd.org or mail to :

Eastern Municipal Water District Attn: Finance Department P.O. Box 8300 Perris, CA 92572-8300

7. PREPARATION COSTS

Any cost incurred by the bidder in preparation, transmittal, and/or presentation of any bid or material submitted in response to this RFQ shall be borne solely by the bidder. Any cost incurred by the bidder for set up and demonstration of the proposed equipment and/or system shall be borne solely by the bidder.

8. DISCLOSURE

Be advised that all information contained in proposals submitted in response to this solicitation may be subject to the California Public Records Act (Government Code Section 6250 et seq.), and information’s use and disclosure are governed by this Act.

9. WITHDRAW OF PROPOSAL

Proposals may be withdrawn on the District e‐Procurement website prior to the scheduled submittal time and date for receipt of proposals.

10. TARIFFS

In the event that tariffs, duties, or similar government-imposed charges are applied, increased, decreased, or repealed with respect to materials or products imported and used in the performance of this Contract, the Supplier shall provide written notification to EMWD withing fifteen (15) business days of such charge. This notification must include detailed documentation justifying the impact of the tariff charge on the cost of materials, including but not limited to supplier invoices, government notices, and a breakdown of cost adjustments directly attributable to the tariff change.

mailto:apuser@emwd.org

No adjustment to the contract price will be considered without such documentation.

EMWD reserves the right to audit and verify all cost claims associated with tariff adjustments.

In the event that tariffs are decreased or repealed, resulting in a reduction of material costs, the Supplier shall promptly notify EMWD in writing and adjust the contract price to reflect the corresponding cost reduction. Failure to notify EMWD of such reductions within fifteen

(15) business days may result in the withholding of payments or other remedies as determined appropriate by EMWD.

All tariff-related adjustments shall be subject to EMWD written approval and shall not be deemed effective unless and until such approval is granted.

TERMS AND CONDITIONS

1. ACCEPTANCE: This purchase order constitutes the Buyer's offer to the Seller. The terms and conditions of this offer must be accepted by the Seller. Upon the failure of the Seller to acknowledge this purchase order in writing and agree to its terms, the commencement of performance required by this offer shall be conclusive evidence of the Seller's approval of, and consent to the terms and conditions of purchase herein contained. Any additional or different terms proposed by Seller in any quotation, acknowledgement, or any other document are hereby deemed to be material alterations and notice of objection to them is hereby given.

2. PACKING: Unless this order states otherwise, no charge shall be made for packing, crating, drayage, or other similar costs. Items shall be packed in accordance with good commercial practice to insure against damage from weather and/or transportation.

3. INSPECTION AND PAYMENT: Articles purchased hereunder are subject to final inspection and approval at Buyer's plant notwithstanding any other inspection, unless otherwise specifically stated on this order. Neither compliance by Seller with instruction or suggestions by any employee of Buyer nor Buyer's payment of Seller's invoice for any article prior to final inspection shall be deemed an acceptance of the article or a waiver of the right of inspection or any other right herein reserved or relieve Seller of any obligation or liability under the terms and conditions of this contract. Defective products will be rejected by the Buyer and the unit prices thereof will be debited against the invoice covering the shipment in which such products were included. Articles rejected will be held at Seller's risk and subject to Seller's disposal for a reasonable time, and, if not disposed of by the Seller, will be sold or otherwise disposed of by the Buyer for the Seller's account.

4. WARRANTY: Seller warrants that all material and work covered by this order will:

(1) Conform to the specifications, drawings, symbols, or other description furnished or specified by Buyer, and will be of good material and workmanship, and free from defect. Seller further warrants that all material covered by this order which is the product of Seller or is in accordance with Seller's specifications or design shall be fit and sufficient for the purpose intended by Buyer, as disclosed to Seller. The following warranties shall be in effect for 12 months from the date of Buyer’s acceptance. All warranties shall run to Buyer, its successors, assigns and customers and to the users of its products. UCC shall apply unless otherwise stated. (2) If any goods or services furnished hereunder do not meet the warranties specified herein, District may, at its option: i) require Seller to correct, at no cost to District, any defective or nonconforming goods or services by repair or replacement; or ii) return such defective or nonconforming goods at Seller’s expense to Seller and recover from Seller the Contract price thereof; or iii) correct the defective or nonconforming goods or services itself and charge Seller with the cost of such correction. The foregoing remedies are in addition to all other remedies at law or in equity under this Contract.

5. INTELLECTUAL PROPERTY PROTECTION: To the extent the subject articles are not manufactured pursuant to design originated by Buyer, Seller agrees it will save Buyer and/or its agents or customers harmless from any loss, damage or liability which may be incurred on account of any alleged infringement of any United States patent, copyright, trademark, or any other intellectual property right with respect to such articles or materials, and that it will, at its own expense, defend any such action, suit or claim in which such infringement is alleged. Buyer agrees to notify Seller promptly of any suit or claim against Buyer for any alleged infringement of patent.

6. ENGINEERING, INFORMATION, TOOLS, ETC.: All designs, tools, patterns, drawings, information or equipment supplied by Buyer, or if supplied by the Seller especially for this order, the cost, or substantially all of the cost, of which is included in the price to be paid for articles ordered hereunder, and relating to, or for use in the manufacture or articles sold hereunder, shall remain the sole property of the Buyer, and Seller expressly agrees that the same will not be used in manufacture of design for the account of others, nor for the manufacture of larger quantities than called for in this order, without first obtaining the consent of the Buyer in writing. All such property of the Buyer, together with spoiled and surplus materials, shall be returned to Buyer at termination, cancellation, or completion of this order, unless Buyer shall otherwise direct. All material furnished by Buyer on this purchase order (except that which becomes normal industrial waste or was replaced at Seller's expense) shall be returned in the form of parts or unused material and Seller shall be responsible for the use of reasonable care in the safeguarding of all such materials until so returned. All information, designs, drawings, and sources of supply shall be deemed confidential unless written release is furnished by Buyer.

7. FEDERAL, STATE AND LOCAL TAXES: All prices stated herein include, unless otherwise specified, all Federal, State, or local taxes that may be levied or assessed as a result of this purchase order or are otherwise applicable to this purchase order.

8. TERMINATION: (a) Buyer may terminate or cancel this order, in whole or in part, without liability to the Buyer, if deliveries are not made at the time and in the quantities specified, or in the event of a substantial breach of any of the other terms or conditions hereof; (b) Buyer may also terminate this order, in whole or in part, even though Seller is not in default hereunder and no breach hereof has occurred, by notice in writing at any time, such notice shall state the extent and effective date of termination and upon the receipt by Seller of such notice. Seller will, as and to the extent prescribed by the Buyer, stop work under the order and placement of further orders or subcontracts hereunder, terminate work under order and subcontracts outstanding hereunder, and take any necessary action to protect property in the Seller's possession in which the buyer, has or may acquire an interest.

9. CHANGES: Buyer may at any time, by written change notice, make changes in the specifications, designs or drawing, samples, or other description to which the articles are to conform, in methods of shipment and packaging, or in the time or place of delivery of any articles. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this order, and equitable adjustment shall be made in the price or delivery schedule or both, and this order modified in writing accordingly. Any claim by Seller for an adjustment must be made in writing within thirty (30) days of the receipt of any such change notice, provided, however, that Buyer may, in its discretion, receive and act upon any such claim so made at any time prior to final payment under this order, nothing in this clause shall excuse Seller from proceeding without delay to perform this order as changed.

10. INSOLVENCY AND BANKRUPTCY: In the event Seller shall become insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or for reorganization or pursues any other remedy under any law relating to the relief of debtors, or in the event a receiver by appointed of Seller's property or business, Buyer may, at its option, cancel this order, in accordance with paragraph 8 above.

11. COMPLIANCE WITH LAWS: To the extent applicable hereto. Seller shall in the performance of this order comply with all federal, state, and local laws; and regulations and orders issued under any applicable law.

12. NOTICE OF LABOR DISPUTES: Whenever an actual or potential labor dispute is delaying or threatening to delay the performance of this order, Seller will immediately give notice thereof, including all relevant information with respect thereto, to Buyer.

13. GENERAL: All warranties shall be construed as conditions as well, neither this order nor performance hereof may be assigned without the written consent of the Buyer. No waiver of a breach or of any provision of this order shall constitute a waiver of any other breach or of such provision. No modification or change in, or departure from, the provision of this order shall be valid or binding on the buyer unless approved by Buyer in writing.

14. NONDISCRIMINATION IN EMPLOYMENT:

(1) The Seller in performing the work required by the order shall not discriminate against any worker, employee, or applicant for employment because of race, creed, color, or national origin and in this respect shall comply with the provisions of Executive Order 11246 in effect on the date hereof.

(2) Seller agrees upon request to provide Buyer with Certificate of Submission of Current Compliance Report or Compliance Report Notification.

15. SAFETY AND HEALTH: Seller agrees that all articles of equipment purchase hereunder will comply with the requirements of the Federal Occupational Safety and Health Act of 1971, the California Occupational Safety and Health Act of 1973, and any amendments thereto and all other applicable laws regarding safety and health for the buyer.

16. INTEGRATION CLAUSE: This purchase order is limited to the terms and conditions contained on the face and the back hereof. Any additional or different terms in the Seller's form are hereby deemed to be void.

17. SETOFFS AND COUNTERCLAIMS: All claims for moneys due or to become due to Seller shall be subject to deduction by Buyer for any setoff or counterclaim arising out of this or any other of Buyer's Purchase Orders with Seller.

18. GENERAL: No waiver of a breach or of any provision of this Purchase Order shall constitute a waiver of any other breach or of such provision. No modification or change in, or departure from, the provision of this Purchase Order shall be valid or binding on Buyer unless approved by Buyer in writing.

19. GOVERNING LAW AND VENUE: This Purchase Order shall be governed by and construed in accordance with the laws of the State of California. Venue for any dispute shall be brought exclusively in the federal or state courts located in Riverside County, California and the Parties hereto consent to the exercise of personal jurisdiction over them by any such courts for purposes of any such action or proceeding.

20. REMEDIES: All rights and remedies of Buyer specifically set forth in this order shall be in addition to any other rights and remedies provided at law or in equity.