1-RFP3851 Backflow Testing and Certification Services.pdf

REQUEST FOR PROPOSAL #3851

BACKFLOW TESTING AND CERTIFICATION SERVICES

REQUEST FOR PROPOSAL (RFP) ISSUED: 9/17/2025

DEADLINE FOR SUBMITTAL OF QUESTIONS: 4:00 PM, 9/23/2025

ELECTRONIC PROPOSAL DUE BY: 4:00 PM, 10/6/2025

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: Adilene Godines, Buyer Phone: (951) 928-3777, ext. 6228 Email: godinesa@emwd.org

KEY DATES

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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

List of Subcontractors

Additions, Deletions and/or Exceptions

Qualifications and Experience

Insurance Affidavit

Contractor’s CAL/OSHA Compliance History

License/Certificates

Submittal Check-off List

ATTACHMENTS

Attachment A - Best Management Practices for Backflow Prevention Assembly Testers

Attachment B – Backflow Prevention Assembly Tester Orientation Check List

Attachment C – Testing T-Meter Backflow Devices

Attachment D – Condensed Backflow List

Attachment E – Section 01000 - General Safety Requirements.

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EASTERN MUNICIPAL WATER DISTRICT

RFP #3851

BACKFLOW TESTING AND CERTIFICATION SERVICES

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 performance of initial and non-compliance testing and certification of backflow devices throughout Eastern Municipal Water District’s (EMWD) service area.

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 LICENSE REQUIREMENTS:

Contractor(s) shall have and maintain valid:

A. Gauge Calibration certificate for equipment.

B. Backflow Prevention Tester Certification from an organization approved by the

State Water Board.

1.5 CONTRACT TERM:

The term of this agreement will be for (1) year, with (4) one-year options to renew.

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2. SCOPE OF WORK

2.1 BACKGROUND

Eastern Municipal Water District (EMWD) is requesting proposals to establish contract(s), with qualified contractor(s) to provide initial and non-compliance testing and certification of approximately 4,000 University of Southern California Foundation for Cross-Connection Control and Hydraulic Research (USC) approved backflow assemblies, ranging in size from 3/4 inch to 12 inches, for state required compliance regulations. Additional services may include, but are not limited to, inspection and testing of backflow assembly installations and repairs of non-compliance backflow assemblies, as needed.

Work shall be performed anywhere within EMWD's 682-square mile service area. EMWD reserves the right to increase or decrease the number of assemblies based on demand.

Contractors must be capable of testing all types, models, and sizes of USC-approved backflow assemblies as required.

Awarded Contractor(s) shall provide all labor, tools, materials, hardware, equipment, supplies, supervision, permits, office/administrative support, and any other item(s) necessary to complete the work as specified for the inspection, testing, calibration, and installation of Backflow Prevention Assemblies at designated locations throughout EMWD.

All work must be performed during EMWD’s normal business hours, unless approved by an authorized EMWD representative.

At its sole discretion, EMWD may award multiple contracts to multiple contractors and may add additional contractors at any time during the term of the contract if deemed in EMWD’s best interest.

2.2 LICENSE AND CERTIFICATES

Contractor(s) shall be required to have and maintain a valid gauge calibration certificate for test equipment, a valid Backflow Prevention Tester certification from an organization approved by the State Water Board and must attend an EMWD orientation for Backflow Prevention Assembly Testers. All Contractor’s personnel who perform tests must maintain the same certifications and attend EMWD’s orientation for Backflow Prevention Assembly Testers.

When submitting the proposal, the Contractor shall provide a copy of a valid Backflow Prevention Tester certification from an organization approved by the State Water Board. If the certificate should expire during the time of the contract, Contractor shall be required to provide EMWD with a copy of the renewed certificate upon request or the contract shall be subject to cancellation.

2.3 RESPONSE TIMES

Contractor(s) will be required to communicate their availability to take initial testing and non-compliant backflow testing within four (4) business hours of EMWD’s initial request.

EMWD business hours are Monday through Friday 7:00 AM to 5:00 PM. Contractor shall

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return EMWD’s service call request within four (4) business hours with a response of availability, or non- availability.

Lack of response to initial service requests will be deemed non-responsive. EMWD reserves the right to terminate contract after three (3) non-responsive calls over the contract term.

Contractor(s) shall be required to complete initial testing within two (2) business days.

Additionally, Contractor (s) shall be able to manage large volumes (ranging from 100 to 200 tests) of non-compliant testing to be completed within five (5) business days. Contractor (s) are expected to make a good faith effort to locate assemblies as assigned.

Annual inspection and testing of all assemblies shall be performed according to all current California State Water Resources Control Board requirements and all other applicable agency requirements. All work is to be performed according to industry standards, the material manufacturers’ recommendations, and EMWD’s standards.

2.4 SITE RESTRICTIONS SAFETY REQUIREMENTS

Some devices are located in restricted areas and will require an EMWD representative to escort and accompany the contractor.

The Contractor(s) shall take necessary precautions to protect personnel or property against injury or damages. The contractor(s) is/are solely responsible for damage to surrounding surfaces, facilities, vegetation, vehicles, or persons caused by its materials, equipment, workers, or agents. The contractor(s) shall be responsible for any and all damages that occur as a result of his/her failure to provide adequate protection. Any and all damages caused by the contractor(s)’s equipment or procedures during services shall be replaced or repaired as directed by EMWD at the contractor’s expense.

The Contractor(s) shall make every effort to maintain a clean, quiet, and orderly work area throughout the term of this contract. No materials or equipment shall be left on site when the contractor's workers are not present. The Contractor is responsible for protecting the work from damage from any source prior to final acceptance. At the completion of work, remove all contractor materials, supplies, debris, rubbish, and leave each area in good condition.

Contractor(s) are representing Eastern Municipal Water District and are expected to uphold EMWD’s Best Management Practices for Backflow Preventions Assembly Testers (Attachment A) and to maintain a clear line of communication between EMWD and its customers. Refer to the Best Management Practices for Backflow Prevention Assembly Testers (Attachment A) for information.

Some devices may require confined space entry, including backflow assemblies located within an underground vault. It shall be the contractor’s sole responsibility to ensure all proper fall protection and confined space entry training and certificates are current, including permits when required. All certification and training shall be per all current Department of Labor & Industries regulations, CAL-OSHA, and any other applicable agency

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regulations. All local, state, federal, and EMWD safety standards must be followed.

EMWD’s established safety policies and procedures are found in Attachment E - Section 01000 - General Safety Requirements.

2.5 TESTING

Testing will be performed on an estimated 4,000 devices per year, ranging in sizes from 3/4" inches to 12" inches. EMWD does not guarantee or imply that 4,000 devices will be tested.

Contractor agrees to provide testing, as needed by EMWD, at prices proposed regardless of quantity tested.

Devices must be tested and the test report received by EMWD upon completion to receive payment. Non-compliance testing work orders will specify report due date at time work order is issued (within one week). All other tests reports shall be received by EMWD designee within two (2) business days of testing. It will be considered a test if the tester travels to the site, and after the backflow is turned on, the tester discovers the backflow is un- testable due to device malfunctions. Contractor should accurately report conditions.

2.6 SERVICE VEHICLES

Contractor(s)’s service vehicles must be clearly marked with their business name or EMWD authorized Contractor-issued magnet (refundable $25.00 deposit required.)

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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 Contractors 9/17/2025 Deadline for Submittal of Questions Regarding RFP (see 3.3)

4:00 PM, 9/23/2025

Response to Questions Submitted 9/25/2025 Proposal Due Date 4:00 PM, 10/6/2025 Proposal Review 10/14/2025 Contractor Recommendation 10/20/2025 Board Approval 12/3/2025 Approximate start date 2/1/2026

3.2 PRE-PROPOSAL SITE VISIT

A pre-proposal site visit is not required for this project and will not be scheduled.

3.3 QUESTION SUBMITTAL

All general inquiries shall be directed to Adilene Godines in the Purchasing and Contracts Department at (951) 928-3777, ext. 6228. 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 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).

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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.

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 Contractor 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

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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 Contractor 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 Contractor(s) shall have a minimum of (5) years of demonstrated experience, by the references provided in Business References Form, of effectively performing the services requested in this RFP; Location and number of offices in EMWD’s service area;

experience working with public agencies, etc.

Discuss your company’s experience – Include professional history, skills, and relevant experience demonstrating a capable, working knowledge of performing the services requested in this RFP or of similar projects. Indicate whether Proposer has sufficient licenses, permits, qualifications, and approvals that are required to perform the services requested in this RFP. Additionally, this section will consider proposer’s approach to their company business and to their market and product direction including their ability to stay innovative and ahead of the curve. Provide an organization chart delineating who would have overall and daily responsibility for the project, Qualifications and Experience Form.

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Personnel assigned to perform the work shall have a minimum one (1) year experience in performing backflow testing and repair services, as it relates to the scope of work.

Contractor(s) shall provide personnel resumes and/or work history, which includes a description of personnel’s experience and expertise related to the services requested in this RFP, Qualifications and Experience Form.

C. 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.

D. Response Time Contractor can meet EMWD’s Response time requirements for emergencies and scheduled work, RFP Price Form.

E. Proposer’s Business Information

Pass/Fail.

F. List of Subcontractors

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

H. Insurance Affidavit

I. License/Certificates Contractor(s) shall submit a copy of each of the following: Gauge Calibration Certificate for equipment, Backflow Prevention Tester Certification from an organization approved by the State Water Board. 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 one hundred eighty

(180) days following RFP submittal. All proposals received are considered valid for that one hundred eighty (180) 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 Contractor 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 performance of the work.

6.22 CONFIDENTIAL/PROPRIETARY INFORMATION

Be advised that all information contained in proposals submitted in response to this solicitation is subject to the California Public Records Act (Government Code Sections 6250 et seq.), and the information’s use and disclosure are governed by this Act. Government Code Section 6250 provides that “access to information concerning the conduct of the people’s business is a fundamental and necessary right of every person in this state.” As such, all proposals and required submittal information may be subject to disclosure to the general public under the California Public Records Act, unless specifically identified as trade secret, proprietary, and/or confidential. Only pages within each proposal and/or submittal that are in fact a trade secret, proprietary, and/or confidential shall be marked as such.

EMWD reserves the right to reject any proposal received which does not meet the aforementioned criteria.

Proposers may provide supplemental information they consider to be exempt from public disclosure under the provisions of the California Public Records Act, including asserted

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“trade secret” information. Such supplemental information shall not be material to the required submittal information and EMWD shall be under no obligation to consider such supplemental information in its evaluation. Please be advised that any such supplemental information submitted to EMWD is subject to the California Public Records Act and may be released by EMWD as required by the Act, a court order, or other legal process.

If submitting confidential, supplemental information, such information shall be submitted separately from the rest of the submittal and shall be clearly marked "Confidential".