1-RFP-HH-3864 HYDROCHLORIC ACID.pdf

REQUEST FOR PROPOSAL #3864

SUPPLY AND DELIVERY OF HYDROCHLORIC ACID

REQUEST FOR PROPOSAL (RFP) ISSUED: 9/18/2025

MANDATORY SITE VISIT 9:00 AM, 10/1/2025

DEADLINE FOR SUBMITTAL OF QUESTIONS: 4:00 PM, 10/8/2025

ELECTRONIC PROPOSAL DUE BY: 4:00 PM, 10/16/2025

ATTENTION ALL PROPOSERS

To ensure receipt of the latest information and updates regarding this solicitation and to submit a proposal, interested parties must register online at EMWD e-Procurement.

Buyer: Haely Hernandez, MBA, CPPB, NIGP-CPP Phone: (951) 928-3777, ext. 6231 Email: hernanha@emwd.org

KEY DATES

https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Femwd.bonfirehub.com%2Fportal%2F%3Ftab%3Dlogin&data=02%7C01%7Cvazquezm%40emwd.org%7Cbf58b4f644b647bfb82608d84a0ca908%7Cf7112bcf929c48f7bf407231589cba03%7C0%7C0%7C637340765516003000&sdata=jRp3WZRFk47LBJk7YIvUBCTVhwZp1xTT%2BNsO8slncms%3D&reserved=0

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Table of Contents

1. PROJECT INTRODUCTION AND OVERVIEW

2. SCOPE OF WORK

3. KEY DATES, SUBMITTAL INFORMATION AND INSTRUCTIONS

4. EVALUATION OF PROPOSALS

5. AWARD PROCESS

6. TERMS AND CONDITIONS

7. GENERAL SAFETY REQUIREMENTS – (REV. 12/08)

8. INJURY & ILLNESS PREVENTION PROGRAM (IIPP)

9. INSURANCE REQUIREMENTS – (REV. 03/2022)

REQUIRED SUBMITTALS

RFP Price Form

Proposer’s Business Information

Business References

Additions, Deletions and/or Exceptions

Qualifications and Experience

Insurance Affidavit

Contractor’s CAL/OSHA Compliance History

Iran Contracting Act Certification

Mobile Source Acknowledgement Form

Safety Data Sheet

NSF 60 Certification

Supplier Delivery Procedures

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EASTERN MUNICIPAL WATER DISTRICT

RFP #3864

SUPPLY AND DELIVERY OF HYDROCHLORIC ACID

1. PROJECT INTRODUCTION AND OVERVIEW

1.1 PURPOSE OF REQUEST FOR PROPOSAL

The purpose of this Request for Proposal (RFP) is to solicit proposals, through a competitive process, for the supply and delivery of bulk Hydrochloric Acid.

Following receipt of proposals, Eastern Municipal Water District (EMWD) may, at its discretion, elect to shortlist to a select few to participate in the interview stage of the selection process. It is the intent of EMWD to receive responses to the RFP and, if appropriate, conduct individual interviews in order to select a Company which, in the opinion of EMWD, is the best suited to perform the work. The purpose of this RFP, therefore, is to provide EMWD with the information necessary in order to select the most advantageous Proposer.

The terms and conditions contained herein constitute the full and complete understanding of the parties. However, should your firm request additional contractual terms and conditions for consideration, such requests must be clearly identified on the Additions, Deletions and/or Exceptions Exhibit and submitted at the time of proposal submission. No additional terms and conditions will be accepted following receipt of proposals, and EMWD will consider such additional contractual terms and conditions as part of its evaluation process.

1.2 GENERAL OVERVIEW – EMWD

As a member of the Metropolitan Water District of Southern California (Metropolitan), EMWD was organized under the Municipal Water District Act of 1911 for the primary purpose of importing Colorado River water to augment local water supplies. Over the past 75 years, EMWD has grown substantially and, today, provides water, wastewater, and recycled water service to a population of approximately 1 million people within a 601 square mile service area. EMWD is governed by a publicly elected Board of five Directors who are elected for four-year terms serving comparably sized districts based on population.

Retail customers of EMWD are located within the cities of Canyon Lake, Hemet, San Jacinto, Menifee, Moreno Valley, Murrieta, Perris, Fallbrook, and Temecula, as well as the unincorporated communities of French Valley, Good Hope, Homeland, Lakeview, Mead Valley, Murrieta Hot Springs, Nuevo, Romoland, Valle Vista, and Winchester. EMWD also supplies water on a wholesale basis to the Cities of Hemet and San Jacinto; the Lake Hemet Municipal Water District; Fallbrook Public Utility District; Rainbow Municipal Water District, Nuevo Water Company; and Rancho California Water District. EMWD operates four

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regional water reclamation facilities generating approximately 50 million gallons of treated wastewater daily, two water filtration plants, and three groundwater desalination plants.

1.3 COMMITMENT TO EXCELLENCE

EMWD has a vision to be a leader in performance, technology, and advocacy. As part of our commitment to excellence, we actively pursue awards for our programs and projects.

Vendors and consultants awarded this contract may be expected to assist in writing award applications related to their work. Your insights and expertise are vital in enhancing the quality and competitiveness of these submissions, promoting recognition of our collaborative achievements.

1.4 CONTRACT TERM:

The term of this agreement will be for one-year, with four one-year options to renew.

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2. SCOPE OF WORK

2.1 BACKGROUND

The Perris North Groundwater Treatment Facility, located at 13680 Perris Boulevard in Moreno Valley, CA 92553, is designed to treat contaminated groundwater in the Moreno Valley area. The facility employs several treatment processes, including Ion Exchange. It is anticipated that the facility will come online December of 2025.

In the Ion Exchange process, hydrochloric acid is used to prevent scale buildup within the piping and treatment vessels. Once water passes through the Adsorption Zone, it enters the Displacement Zone. At this stage, the resin cells still contain feed water with residual hardness, primarily in the form of carbonates and bicarbonates. To prevent these ions from forming scale in the resin beds during the regeneration process, the remaining feed water is flushed from the resin cells using a dilute hydrochloric acid solution (0.2% by weight).

This acid solution is prepared using softened water from the Water Softener, combined with a small quantity of hydrochloric acid supplied by the HCl pump. It is introduced into the resin cells in an upward flow, displacing the residual feed water, which is then expelled from the top of the resin cell and directed into the Treated Water Effluent Line.

2.2 PRODUCT REQUIREMENTS

The product shall be NSF 60–certified Hydrochloric Acid with a concentration of 32%. Upon delivery, the acid shall be transferred into a 2,500-gallon, double-walled polymer storage tank designed specifically for 32% Hydrochloric Acid. This storage system is integrated with a dedicated Fume Collection Tank, which captures vented hydrochloric acid vapors and treats them through a water adsorption process, ensuring safe containment and mitigation of emissions

A Certificate of Analysis (COA) must accompany each delivery, along with the most current Safety Data Sheet (SDS).

2.3 DELIVERY LOCATIONS/WORKING HOURS

2.3.1 All deliveries shall be made FOB Destination to the Perris North Groundwater

Treatment Facility located at 13680 Perris Blvd, Moreno Valley, CA 92553, during normal operating hours of 7:00 a.m. to 3:00 p.m., Monday through Friday.

2.3.2 Deliveries will be made on an as-needed basis within three (3) calendar days from notification of a delivery request, as specified by the individual EMWD site. Requests may be submitted by telephone or email. The Supplier shall confirm the scheduled delivery date via email to the requestor within 24 hours of the request. Any request to reschedule a delivery must be submitted via email to the EMWD requestor no less than 48 hours prior to the requested delivery date.

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2.3.3 Under certain conditions, deliveries may be required within 24 hours of notification, constituting an urgent request. Deliveries may also be requested on weekends, holidays, or after normal business hours. Special deliveries outside EMWD’s standard operating hours shall be coordinated and confirmed directly with the requesting site.

2.3.4 If the Supplier is unable to meet EMWD’s requested delivery date for any reason, the Supplier shall notify the site and provide an updated estimated delivery date and time at least 24 hours before the previously agreed ETA.

2.3.5 Should we include that they have to follow EMWD’s off-loading procedures? We have a two-person verification process before connecting and offloading chemical to prevent mixing?

2.4 CONDITIONS OF CARGO CONTAINERS AND LOAD REJECTIONS

2.4.1 Tanks and trailers used for delivery shall be clean and free of any residue from previous loads that could contaminate the product. The Supplier is responsible for verifying the cleanliness of all transport equipment prior to loading. All associated valves, pumps, and discharge hoses used for delivering liquid Hydrochloric Acid must also be clean and free of any contaminating material. EMWD reserves the right to reject any load if the equipment is not properly cleaned.

2.4.2 The Supplier shall provide an EMWD-approved, leak-free connection device between the Supplier’s pumping system and EMWD’s intake receptacle.

2.4.3 EMWD may reject any delivery that fails to meet these specifications or is found to be contaminated. In such cases, the Supplier shall re-deliver the product within 24 hours of the rejected delivery at no additional cost to EMWD.

2.5 QUANTITIES

2.5.1 The intent of this contract is for the Supplier to furnish all Hydrochloric Acid requirements for EMWD. Estimated annual usage figures are provided for a 12-month period for informational purposes only and shall not be construed as a guaranteed purchase quantity.

2.5.2 It is anticipated that approximately 250,000 gallons will be purchased over the full contract term; however, actual quantities may vary based on operating conditions.

Deliveries may consist of full truckloads or less-than-truckload quantities.

2.5.3 If the Supplier is unable to provide product within the agreed timeframe, EMWD reserves the right to procure the required product on the open market. Should the open market price per gallon exceed the contract price, EMWD reserves the right to invoice the Supplier for the price difference.

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2.6 SAFETY REQUIREMENTS

2.6.1 The Supplier shall provide all delivery personnel with the required personal protective equipment (PPE) as specified in the Safety Data Sheet (SDS) for the product being delivered. The Supplier, at its own expense, shall comply with all applicable federal, state, and local statutes and regulations regarding training requirements, including annual refresher training and supervisory courses.

2.6.2 Upon request by EMWD, the Supplier shall furnish copies of all applicable United

States Department of Labor Occupational Safety and Health Administration (OSHA) training certificates and/or other relevant federal or state agency certifications, along with any other required documentation, for all individuals performing work under this Agreement.

2.6.3 During chemical deliveries, the delivery personnel must place wheel chocks under at least two tires to prevent any movement of the vehicle during unloading.

2.7 SUPPLIER DELIVERY PROCEDURES

Suppliers shall provide a written copy of their established procedure governing chemical deliveries. This procedure may take the form of a Job Safety Analysis (JSA), Standard Operating Procedure (SOP), or equivalent document. At a minimum, the procedure must clearly describe:

a) The step-by-step process for delivering the specified chemical, including vehicle staging, offloading, and transfer methods.

b) Emergency response protocols to be followed in the event of a spill, release, or other incident during delivery.

c) The required personal protective equipment (PPE) for supplier personnel and any site-specific safety requirements.

d) Communication requirements with EMWD staff before, during, and after delivery.

e) Any hazard controls, special handling measures, or environmental safeguards to ensure safe and compliant operations.

The intent is to ensure suppliers demonstrate they have a comprehensive, proactive plan to manage delivery safety, minimize risks, and respond effectively to potential incidents.

2.8 SAFETY DATA SHEETS

The Supplier shall submit a Safety Data Sheet (SDS) for the proposed product as part of their bid submittal. A copy of the SDS must also accompany each delivery.

If the product is modified or sourced from a different manufacturer or supplier, a new COA and SDS shall be submitted to EMWD along with a written notification at least thirty (30) days in advance. Authorization and written approval from EMWD is required prior to delivery of the altered or substituted product.

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2.9 SPILLAGE

2.8.1 The Supplier shall provide a copy of its Spill Prevention and Response Plan (“Spill

Plan”) with the Injury and Illness Prevention Program Manual upon EMWD’s request. A copy of the Spill Plan shall also be maintained with the delivery driver, and all drivers and personnel performing offload duties shall be trained accordingly.

2.8.2 All discharge connections and hose ends shall be plugged, capped, blind-flanged, or otherwise contained to prevent spillage. The Supplier shall be responsible for any spills caused by the failure of its delivery equipment, subcontractor equipment, or delivery personnel to perform duties in accordance with standard company safety practices and procedures. Proper performance requires delivery personnel to continuously inspect and monitor unloading operations and to respond promptly and knowledgeably to any problems or emergencies that may occur.

2.8.3 EMWD reserves the right to reject deliveries made with poorly maintained equipment. The Supplier shall oversee the entire filling operation at each EMWD water treatment plant and immediately report any spills to the on-duty Plant Operator.

2.8.4 The Supplier shall, at no cost to EMWD, immediately clean up, contain, dispose of, and restore any area affected by a spill to its original condition, in compliance with all applicable laws and regulations. If the Supplier fails to clean up a spill, EMWD will hire a certified hazardous materials contractor to complete the cleanup. All costs incurred, including any fines or penalties imposed by regulatory agencies shall be charged to the Supplier.

2.8.5 Chemicals shall remain in the Supplier’s possession until accepted by EMWD and must be delivered in accordance with all applicable U.S. Department of Transportation (DOT) regulations. Any EMWD property damaged by the Supplier, its employees, or subcontractors shall be repaired or replaced by the Supplier at no cost to EMWD.

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3. KEY DATES, SUBMITTAL INFORMATION AND INSTRUCTIONS

3.1 PROJECT SPECIFIC DATES

The following table identifies the estimated dates/time frame for receipt, evaluation, and award of this work. Please note the following key dates when preparing your response to this RFP.

Description Date Release of RFP to Supplier 9/18/2025 Optional Site Visit 9:00 AM, 10/1/2025 Deadline for Submittal of Questions Regarding RFP (see 3.3)

4:00 PM, 10/9/2025

Response to Questions Submitted 10/13/2025 Proposal Due Date 4:00 PM, 10/16/2025 Proposal Review 10/23/2025 Supplier Recommendation 10/30/2025 Board Approval (if applicable) 1/7/2026 Tentative Start Date 2/2/2026

3.2 SITE VISIT

An optional pre-proposal site visit will be held at 9:00 AM on Wednesday, October 01, 2025.

Proposers will meet at Perris North Groundwater Treatment Facility, located at 13680 Perris Blvd in Moreno Valley, CA 92553. Failure to attend will render your proposal null and void.

All attendees of the mandatory site visit are required to wear appropriate personal protective equipment (PPE), including a hard hat, high-visibility safety vest, and steel-toed safety boots. Access to the project site will not be permitted without proper PPE, and participants must comply with all EMWD safety protocols while on site.

Proposers should RSVP to hernanha@emwd.org.

Please contact Haely Hernandez at hernanha@emwd.org or 951-928-3777 extension 6231 if you have any questions.

3.3 QUESTION SUBMITTAL

All general inquiries shall be directed to Haely Hernandez in the Purchasing and Contracts Department at (951) 928-3777, ext. 6231. To be given consideration, all technical inquiries regarding this RFP shall be submitted on the EMWD e-Procurement website, under Questions and Answers (Q & A) tab, by the deadline as specified in section 3.1.

3.4 PROPOSAL SUBMITTAL INFORMATION

Proposals will be received electronically via EMWD on-line bid management website at EMWD e-Procurement. Proposals submitted by any other method such as a hard copy, fax, or email will be disqualified. It is the Proposer’s sole responsibility to ensure that their mailto:hernanha@emwd.org https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Femwd.bonfirehub.com%2Fportal%2F%3Ftab%3Dlogin&data=02%7C01%7Cvazquezm%40emwd.org%7Cbf58b4f644b647bfb82608d84a0ca908%7Cf7112bcf929c48f7bf407231589cba03%7C0%7C0%7C637340765516003000&sdata=jRp3WZRFk47LBJk7YIvUBCTVhwZp1xTT%2BNsO8slncms%3D&reserved=0 https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Femwd.bonfirehub.com%2Fportal%2F%3Ftab%3Dlogin&data=02%7C01%7Cvazquezm%40emwd.org%7Cbf58b4f644b647bfb82608d84a0ca908%7Cf7112bcf929c48f7bf407231589cba03%7C0%7C0%7C637340765516003000&sdata=jRp3WZRFk47LBJk7YIvUBCTVhwZp1xTT%2BNsO8slncms%3D&reserved=0

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proposal, inclusive of any or all addenda, is uploaded to the proper place and at the proper time. Proposers are encouraged to not wait until the deadline to submit proposals, 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 proposal received after the scheduled closing time for receipt of proposals will not be considered. To assure consideration, all proposals shall include specified forms and additional submittals to address all evaluation criteria. Mistakes may be crossed out and corrections made adjacent, however, each correction must be initialed by the person signing the proposal.

At the time of the proposal submittal, it is presumed that each Proposer has read and is thoroughly familiar with the specifications and contract documents (including all Addenda).

Should the Proposer not bid on a particular item, please enter “No Bid” next to each item not bid.

Note: Proposals are sealed and cannot be viewed by EMWD until the closing date and time.

Proposals may be withdrawn on EMWD e-Procurement website, if you need to withdraw your bid, you may do so any time before the bid deadline, by going back into the system and selecting “withdraw”.

Alternate proposals: If the bidder submits an alternate proposal, each alternate will be submitted as a completely separate response, including all documents, signatures, and requirements of the RFP.

No Bids: If you decide not to submit a bid, EMWD requests that you notify us as soon as you have made that decision and tell us the reason you will not be bidding.

3.5 ADDENDUM

Any additions, deletions, changes, clarifications, or supplemental information regarding the RFP will be sent to all prospective Proposers prior to the date fixed for the receipt of proposals. All addenda so issued shall become part of the contract documents. Any changes to this RFP are invalid unless specifically modified by EMWD and issued as a separate addenda document. Should there be any questions as to changes to the content of this document; EMWD’s copy shall prevail.

3.6 PREPARATION COSTS

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

3.7 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.

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3.8 SUBCONTRACTORS

The use of subcontractors is allowed. The prime contractor shall be wholly responsible for the entire performance of the contractual agreement whether or not subcontractors are used. Additionally, the prime contractor must receive approval, in writing, from EMWD awarding any resultant contract before any subcontractor is substituted during the term of this agreement.

3.9 CONTRACT TERMS AND CONDITIONS

The contract between EMWD and a Supplier will follow the format specified by EMWD in this RFP. However, EMWD reserves the right to negotiate provisions in addition to those contained in this RFP with any proposer. The contents of this RFP, as revised and/ or supplemented, and the successful Proposer’s proposal will be incorporated into and become part of any resultant contract.

3.10 ADDITIONS/DELETIONS AND/OR EXCEPTIONS

A purchase order or contract incorporating the terms and conditions contained herein will be sent to the successful Proposer. Any additional terms and conditions requested by the Proposer must be submitted at the time of your response as part of the Additions, Deletions and/or Exceptions form and will be considered as part of the selection/negotiation process.

If a Proposer fails to propose any alternate terms and conditions during the procurement process, no proposed alternate terms and conditions will be considered later during the negotiation process. Failure to propose alternate terms and conditions during the procurement process is an explicit agreement by the Proposer that the contractual terms and conditions contained herein are accepted by the Proposer.

3.11 RIGHT OF REJECTION

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

3.12 SELECTION CRITERIA

The emphasis of the proposal should be on responding to the requirements set forth herein.

In addition, proposers need to demonstrate their capabilities, background, expertise, etc.

in order for EMWD to effectively evaluate the proposals, and award to the company that provides the best value to EMWD. The criteria for Supplier selection shall be based on, but not limited to, the following:

A. Price and Payment Terms

Competitiveness and reasonableness of costs, early payment discount, etc., RFP Price Form.

B. Qualifications and Experience Supplier shall provide information on Company’s capability to meet District volume and demands; Qualifications and Experience Form.

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C. Performance and Work History

The Supplier shall provide a minimum of three business references from comparable agencies that have purchased Hydrochloric Acid or a similar product. Each reference must reflect a service history of at least three years. While references may represent customers served for longer durations, the most recent delivery to each reference must have occurred within the past three years.; References Form.

D. Exceptions Taken to RFP The number, nature, and materiality of exceptions taken by Proposer – Itemize each deviation or exception to the RFP. Additions, Deletions and/or Exceptions, any additional terms and conditions requested by proposer must be submitted at the time of your response and will be considered as part of the selection/negotiation process, Additions, Deletions and/or Exceptions Form.

E. Product Compliance Supplier shall submit with proposal copies of:

1) Product Safety Data Sheet (SDS)

2) Certification of Analysis (COA)

3) NSF 60 Certification

F. Supplier Delivery Procedures

Per Section 2.7. Pass/fail.

G. Safety Record Contractor’s CAL/OSHA Compliance History. Pass/fail.

H. Insurance Affidavit Pass/fail.

I. Iran Contracting Act Certification Pass/fail.

3.13 NO OBLIGATION

This RFP in no manner obligates EMWD to the use of any services until a valid written contract is awarded and approved by appropriate authorities.

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4. EVALUATION OF PROPOSALS

4.1 EMWD RIGHTS

EMWD may make such investigations as it deems necessary to determine the ability of the Proposer to provide the goods and/or service as specified, and the Proposer shall furnish to EMWD, as is commercially reasonable, all such information and data for this purpose.

EMWD may discuss or negotiate with one or more proposers prior to award and reserves the right to reject any proposal.

4.2 EVALUATION PROCESS

A. Proposals will be reviewed by the buyer to verify compliance with submission instructions, response requirements, and minimum qualifications. Any Proposal not meeting the minimum qualifications will be deemed non-responsive.

B. Proposal evaluation will commence following the review conducted by the buyer.

During the evaluation process, the evaluation committee may request clarification, as necessary, from Respondents. Respondents will be notified via email regarding the status of its Proposal.

C. Following the evaluation of the submitted Proposal, a short list of the most qualified

Respondents may be developed based on the criteria outlined in Section 3.12. EMWD may elect to have the short list of Respondents give oral presentations. Short-listed Respondents must be prepared to give their presentation within five (5) business days of EMWD’s request. The evaluation panel may ask questions about Respondent’s written Proposal and other issues regarding the scope of work. The short-list interview may be evaluated and scored. EMWD may ask short-listed Respondents to submit a best and final offer for further evaluation.

4.3 BEST AND FINAL OFFERS

Finalists may be asked to submit revisions to their proposals for the purpose of obtaining best and final offers. Best and final offers may also be clarified and amended at finalist oral presentation and demonstration.

4.4 SELECTION OF FINALIST

Negotiations regarding agreement terms, conditions, scope of work, and pricing may or may not be conducted with Proposer. Therefore, the Proposal submitted should contain the Proposer’s most favorable terms and conditions, since the selection and award may be made without discussion with any Respondent. If EMWD engages the Respondent in negotiations and a satisfactory agreement provisions cannot be reached, then negotiations may be terminated. EMWD may elect to contact another company submitting a Proposal.

This sequence may continue until an agreement is reached.

4.5 FINALIZE CONTRACTUAL AGREEMENTS

Any Contractual agreement(s) resulting from this RFP will be finalized with the most advantageous Proposer(s). In the event mutually agreeable terms cannot be reached with

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the Proposer(s) in the time specified, EMWD reserves the right to finalize a contractual agreement with the next most advantageous Proposer(s) without undertaking a new procurement process.

4.6 DISCLOSURE OF PROPOSAL CONTENTS

Proposals will be kept confidential until negotiations and recommendation of award are completed by EMWD. At that time, all proposals and documents pertaining to the proposals will be open to the public, except for material that is clearly marked proprietary or confidential.

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5. AWARD PROCESS

5.1 EMWD reserves the right to withhold award of contract for a period of ninety (90) days following RFP submittal. All proposals received are considered valid for that ninety (90) day period.

5.2 IIPP AND INSURANCE REQUIREMENTS

Respondent shall secure and provide their company’s Injury & Illness Prevention Program (IIPP) and Certificate of Insurance (including endorsements and waivers) with the types and amounts of Insurance set forth in “Sections 8 & 9” of the RFP within fourteen (14) calendar days of EMWD’s notification of recommendation of award. If the successful Respondent is unable to secure the required insurance, EMWD reserves the right to revoke the award and award the agreement to the next highest ranked Respondent, to negotiate with any Respondent regarding the services that are the subject of this RFP, or to take any other action that is in the best interest of EMWD. Respondents are not required to provide proof of Insurance and Injury & Illness Prevention Program (IIPP) with their proposals.

5.3 A purchase order or contract incorporating the terms and conditions contained herein will be sent to the successful Proposer.

5.4 EXECUTION OF THE AGREEMENT

The Contract/Agreement shall be signed by the Supplier and returned, along with the required attachments to EMWD within ten (10) calendar days from receipt of contract. The period for execution may be changed by mutual agreement of the parties. Contracts are not effective until signed by the authorized EMWD officials. Any work performed prior to receipt of a fully executed contract shall be at Company’s own risk.

5.5 FAILURE TO EXECUTE THE AGREEMENT

Failure to execute the Agreement within the time frame identified above shall be sufficient cause for voiding the award. Failure to comply with other requirements within the set time shall constitute failure to execute the Agreement. If the successful Bidder refuses or fails to execute the Agreement, EMWD may award the Agreement to the next qualified Bidder.

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6. TERMS AND CONDITIONS

6.1 ENGAGEMENT OF COMPANY

Company agrees to furnish and install the goods and/or services as stipulated herein, in accordance with the terms and conditions contained herein. Company will supply all labor, tools, equipment, materials, and expertise required to complete the work in a timely and workmanlike manner consistent with industry standards. Company agrees to perform the work in accordance with the terms and conditions of this contract, the forms attached hereto and incorporated herein by reference, and all applicable local, EMWD and federal laws, rules and regulations in effect at the time the services are provided.

6.2 TIME PERIOD

Company shall complete the work required herein in accordance with the schedule contained in the Proposal or as negotiated at the meeting between EMWD and Company after receipt of a fully executed purchase order, contract, or other Notice to Proceed where applicable. Time extensions will be granted, as reasonable, if Company’s performance of services is delayed by reason of strikes, boycotts, accidents, acts of God, weather, or other circumstances beyond Company’s control.

6.3 OTHER AGREEMENTS OR UNDERSTANDINGS

To the extent the terms and conditions herein are inconsistent with the terms and conditions contained in Company’s proposal, the terms and conditions in this document shall govern. There are no understandings or agreements except as herein expressly stated.

6.4 PAYMENT FOR SERVICES/PRODUCT

EMWD will remit payment following receipt of invoice after internal validation and acceptance. If an invoice is in error, EMWD 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 EMWD 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 EMWD 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 EMWD 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 mailto:apuser@emwd.org

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6.5 RIGHT TO WITHHOLD PAYMENT

EMWD may withhold or nullify the entire payment, or a portion of any payment due to Company to such extent as may be reasonably necessary to protect EMWD from loss as a result of:

A. Defective work not remedied in accordance with the provisions of the contract; or

B. Claims or liens filed or reasonable evidence indicating probable filing of claims or liens;

or

C. Failure of Company to make payment properly for labor, services, materials, equipment, or other facilities or to Subcontractors; or

D. Damage to other work on property; or

E. Failure of the Company to maintain all records as required; submitting progress schedules, and any other such items as may be required herein.

6.6 CHANGE ORDERS

Change Orders are defined as additional work and/or changes to the scope of this Request for Proposal. Change Orders may be required and ordered in writing by EMWD with agreement by Company. No Change Orders shall be authorized by EMWD unless a request therefore is submitted in writing to EMWD with an estimate of additional hours of work to be performed and/or additional goods or materials to be supplied and the associated costs provided. Change Orders performed without written authorization will not be approved for payment.

6.7 ASSIGNMENT, SUBCONTRACTING, OR INSOLVENCY

A. No performance of this contract or any portion thereof may be assigned or subcontracted by the Contractor without the express written consent of EMWD. Any attempt by the Contractor to assign or subcontract any portion of this contract without the express written consent of EMWD shall be invalid and shall constitute a breach of this contract. Whenever the Contractor is authorized to subcontract or assign, the terms thereof shall incorporate by reference and not conflict with this contract.

B. Contractor agrees that if there is a change in ownership prior to completion of this contract the new owners will be required under terms of sale to assume this contract and complete it to the satisfaction of EMWD.

C. No other Subcontractor other than those listed on the List of Subcontractors Form shall be permitted to perform services under this contract without the express written consent of EMWD.

D. The request for assignment or subcontract and EMWD’s approval or disapproval is not

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to be construed as an excuse for non-compliance with any other provision of law and the singed contract, including but not limited to the “Subletting and Subcontracting Fair Practices Act” or any other contracting requirements relating to substitution of subcontractors.

E. In the event that the company 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 Company’s property or business, EMWD may, at its option, cancel this contract.

6.8 STATUS OF COMPANY

Company will be considered for all purposes an independent Contractor and will not at any time directly or indirectly act as an agent, servant or employee of EMWD or make any commitments or incur any liabilities on behalf of EMWD without its express written consent. All personnel furnished by Company will be employees of the Company and Company will pay all salaries and expenses of, and all federal, social security taxes, federal and state unemployment taxes, and any similar payroll taxes relating to such personnel, and will carry Worker’s Compensation Insurance for such personnel. Neither Company nor any of his/her employees or agents shall have any claim under this contract or otherwise against EMWD for vacation pay, paid sick leave, retirement benefits, social security, workers compensation, health, disability, unemployment insurance benefits or other employee benefits of any kind.

6.9 LICENSING AND PERMITS

Company shall be licensed, as required, in accordance with the laws of this state. Company further warrants that it has all necessary permits, approvals, certificates, waivers and exemptions necessary for the provision of goods/services hereunder and required by the laws and regulation of the United States, State of California, the County of Riverside and all other appropriate governmental agencies and shall maintain these throughout the term of this Contract.

6.10 WARRANTY

A. Company warrants that all Services performed under this Agreement shall be performed in a competent manner in conformance with EMWD’s specifications and all applicable professional standards and that all equipment, materials and supplies provided hereunder or used in connection with the performance of such Services shall be of first rate quality, in strict compliance with EMWD’s specifications and any and all applicable industry standards, and free of defects in design, workmanship, and materials.

B. If the Services do not meet the warranties specified herein, Company shall promptly correct, without expense to EMWD, all Services which are not completed to the reasonable satisfaction of EMWD, and all specifications, drawings, or instructions set forth in or referenced in the Order(s). Company shall re-perform the Services and

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repair or replace all equipment, materials, and supplies, and make all corrections of Services, equipment, materials and supplies, including disassembly and re-assembly, which do not conform to the foregoing warranties, upon written notice thereof anytime such defects appear within twelve (12) months after EMWD’s acceptance of the Services performed hereunder.

6.11 COMPANY’S RESPONSIBILITIES

A. EMPLOYEES

1. Background/Security: Company warrants that all personnel engaged in the performance of this work are legal employees of the Company, possess sufficient experience, and have been subject to a background check for criminal history.

During the term of this contract, Company shall notify EMWD of any employee performing this work that has a criminal conviction.

2. Conduct: Company shall not allow any person(s) under the influence of alcohol or drugs on EMWD’s property. Neither shall the Company allow the use or presence of alcohol or drugs on EMWD’s property. Any employee or Subcontractor or Company performing work on EMWD property while under the influence of alcohol or drugs or whose conduct interferes with proper performance of the work or with EMWD’s operations shall be immediately removed from the work site and not permitted at the worksite thereafter.

3. Supervision: Company shall provide a supervisor or foreman who shall be present at all times during contract operations, and who shall be responsible for both the conduct and workmanship. The supervisor or foreman shall be able to communicate effectively in both written and oral English.

4. Company Representatives: EMWD reserves the right to require a change in company representatives if the assigned representative(s) is (are) not, in the opinion of EMWD, adequately meeting the needs of EMWD.

While performing Services, Contractor’s personnel shall at all times present a professional appearance wearing neat, clean uniforms with Contractor’s company name displayed on uniform shirt, jacket, and safety vest and all required PPE.

Contractor personnel shall maintain the highest level of professional standards in attire, decorum, and interaction with the public and EMWD personnel. Contractor shall ensure that all personnel providing Services conduct themselves at all times in a professional manner that reflects well on EMWD. EMWD reserves the right to request removal of any Contractor personnel deemed inappropriate for assignment to duty on EMWD properties. In the event EMWD is dissatisfied with Contractor’s personnel, Contractor shall replace said personnel within one (1) day of receiving written or verbal notification of such from EMWD

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The contractor shall provide coverage when staffing changes occur. Contractor shall guarantee that all scheduled services described in the scope of work shall be provided on-time and in full. Contractor shall provide adequate staffing to meet the requirements of the scope of work and shall ensure that the schedule of services provided shall not lapse or have interruptions due to contractor/vendor staff scheduled vacations, sick days, family leave, etc.

Company representatives may be required to carry access badges in order to perform work on EMWD sites. Contractor will be required to leave a $50.00 deposit ($10 Fee/$40 is refundable upon access badge return) for each access badge issued.

5. Training: Company shall have an ongoing training program for its entire staff.

Company shall provide only personnel that have been fully trained for performance of this work. Supervisors shall have been trained in supervision as well as technical training. Training shall be conducted no less than at frequency adequate to ensure that employees retain the critical knowledge and skills required to safely perform all assigned tasks and duties.

6. Gifts and Gratuities: Company shall establish precautions to prevent its employees or agents from making, providing, or offering gifts, entertainment, payments, loans or other considerations which could be deemed or appear to influence individuals to act contrary to the best interest of EMWD.

7. Notice of Security Breach: In the event Company has actual knowledge of or reason to believe that there has been a security breach of their systems, including breaches of email accounts and telephone used to conduct business to provide the Services, herein called “Security Breach”, Company shall promptly, but within no more than 72 hours, notify EMWD. Company shall use commercially reasonable efforts necessary including those as may be required by law, to contain such Security Breach and to prevent any further Security Breaches that may affect EMWD.

Company shall also require its third-party Vendors, subconsultants, and Subcontractors to comply with this clause

B. RECORDS

Company shall maintain an accurate record showing name of employee, classification, actual hours worked, wages paid, and any benefits paid to each employee.

C. RESTRICTIONS

Unauthorized use of EMWD equipment is prohibited by the Company or their employees. EMWD telephones shall not be used for personal or business reasons with the following exception(s):

1. To report need of medical aid, fire, or need of law enforcement, use 9-911 number.

2. Notification to EMWD’s IOC center (951-928-3777, ext. 6265) of damage as

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required in this contract.

6.12 NON-DISCRIMINATION IN EMPLOYMENT

Company shall not discriminate against any worker, employee, or applicant for employment because of sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental disability, physical disability, medical condition, genetic information, marital status, or sexual orientation. Company agrees upon request to provide EMWD with Certificate of Submission of Current Compliance Report or Compliance Report Notification.

6.13 PAYMENT OF SUPPLIERS

Company shall pay all sums of money that become due from any labor, services, materials, or equipment furnished to Company on account of said services to be rendered or said material to be furnished under this contract. Company shall fully discharge each such obligation at the time performance of the obligation matures and becomes due. Prior to payment, Company shall provide, and unconditional waiver and release form as authorized by Civil Code Section 8138, signed by each material supplier and Subcontractor involved on the project.

6.14 NON-PERFORMANCE OF DUTIES

Should EMWD find the Company in default by not performing duties as per requirements, EMWD will immediately notify the company’s representative verbally. If corrections are not made within five (5) working days of verbal notice, EMWD will then notify Company in writing of non-performance. If corrections are not made within five (5) working days of written notice, EMWD may terminate the contract with cause.

6.15 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, EMWD 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, EMWD reserves the right to complete the work at its convenience and timing as deemed necessary.

EMWD may procure the articles or services from other sources and may deduct from any unpaid balance due the other sources, together with EMWD’s legal and administrative expenses, to the extent EMWD total cost exceed the contract price hereunder.

B. Without Cause EMWD reserves and has the right to immediately suspend, cancel or terminate this contract for its convenience for any reason whatsoever, and at any time upon written notice to the Company. In the event of such termination, EMWD’s only obligation to Company will be payment for goods received or services rendered up to and including the effective date of termination. EMWD shall not be liable for

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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 Senior Director of Administrative Services or his or her designee shall be the hearing officer. The hearing shall be held within 30 days of a written request for same.

6.16 HOLD HARMLESS AND INDEMNIFICATION

EMWD, its agents, officers and employees shall not be liable for any claims, liabilities, penalties, fines or any damage to property, whether real or personal, nor for any personal injuries or death caused by, or resulting from, or claimed to have been caused by or resulting from, any act or omission of Company. Company herby agrees to indemnify and hold harmless and defend EMWD and its authorized agents, officers and employees against any of the foregoing liabilities, claims, and/or any costs or expense that is incurred by EMWD on account of any of the foregoing liabilities, including liabilities or claims by reason of Company’s action in the performance of services under this contract excluding, however, such liability, claims, losses, damages or expenses arising from EMWD’s sole negligence or willful acts. All rights and remedies of EMWD specifically set forth in this order shall be in addition to any other rights and remedies provided in law or in equity.

6.17 FORCE MAJEURE

Either party to this contract shall be excused from performance hereunder during the time and to the extent that it is prevented from performing the work and acts of God, fire, sabotage, unanticipated labor dispute or walkout, freight embargos, commandeering of materials, products, plants or facilities through acts of government agencies, and other unforeseen circumstances beyond the nonperforming party’s control if satisfactory evidence thereof is presented to the other party establishing the facts of the circumstances and that nonperformance is not due to the fault or neglect of the nonperforming party.

Provided that delay caused by circumstances beyond the Company’s control and not foreseeable is established, EMWD may grant Company a reasonable extension of time to complete the work. EMWD shall be advised immediately in writing and a definite delivery or completion date shall be proposed for EMWD’s consideration. In no event shall Company be excused for any inability to obtain goods or services necessary for Company’s performance, or ordinary delays and accidents, or for failure to take reasonable precautions or actions to mitigate the delay. Acceptance of delay shall be at EMWD’s discretion and solely for the purpose of mitigating damages.

6.18 SEVERABILITY

If any of the provisions contained herein are held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full

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force and effect without being impaired or invalidated in any way.

6.19 GOVERNING LAW AND VENUE

This contract will be made under, and governed by, the laws of the State of California.

Venue for any dispute shall be brought exclusively in the 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.

6.20 WORK PRODUCT

All original papers, maps, models, designs, studies, surveys, reports, data, notes, computer files, documents, drawings and other work product (collectively “Work Product”) of Company created by Company pursuant to this contract, except documents which are required to be filed with public agencies, shall be deemed solely the property of EMWD.

Company will take such steps as are necessary to perfect or protect the ownership interest of EMWD in such Work Product. Company hereby assigns and transfers to EMWD all right, title and interest in all copyrights, patents, trademarks, trade secrets and other proprietary rights (“Intellectual Property”) in the Work Product that Company develops for EMWD under this Contract. Upon completion, expiration or termination of this contract, Company shall turn over to EMWD, in EMWD’s preferred format, all such original Work Product in Company’s possession or control.

6.21 PATENT FEES AND ROYALTIES

Company shall pay all license fees and royalties and assume all costs incident to the use in the performance of the work or the incorporation in the work of any invention, design, process, product, or device which is the subject of patent right or copyrights held by others.

Company shall indemnify and save harmless EMWD from all liabilities, judgements, costs, damages, and expenses which may result from the infringement of any patents, trademarks, and copyrights by reason of the use of any proprietary materials, devices, equipment, or processes incorporated or used in the…