261192746

Pittsburgh Water and Sewer Authority d/b/a Pittsburgh Water ("Pittsburgh Water")

Invitation for Bids (IFB)

2026 Fleet Purchase

Project No. 2026-016

Issued: February 5, 2026

Bids Due: February 26, 2026

Contact: Susan Kemery, Senior Procurement Specialist

Late bids will not be accepted

2026-016 i

Table of Contents

SOLICITATION REQUIREMENTS AND DATES

1. SUBMITTAL REQUIREMENTS

2. INQUIRIES

3. BID WITHDRAWAL

SPECIFICATIONS AND DELIVERY INSTRUCTIONS

4. SPECIFICATIONS

5. DELIVERY HOURS AND LOCATIONS

6. STEEL PRODUCTS

7. EQUAL PRODUCTS

8. CONDITION AND WARRANTY OF VEHICLE(S) UPON DELIVERY

9. INSPECTION AND ACCEPTANCE OF VEHICLE(S)

10. HEALTH AND SAFETY

BID FORMAT AND SUBMITTAL REQUIREMENTS

11. BIDDER TO BE EXPERIENCED

12. PROJECT MANAGER/EMERGENCY CONTACT

13. SCHEDULE OF PRICES

14. EXCLUDE SALES TAX

15. STATEMENT OF AFFILIATION

16. DEBARMENT UNDER PITTSBURGH CODE §161.22 (f)

17. COLLUSION

18. REQUIRED ADDITIONAL STATEMENTS

19. PUBLIC INFORMATION

ii

20. COMPARISON OF BIDS

21. REJECTION OF BIDS

22. BASIS OF AWARD:

CONTRACT AWARD

23. CONDITIONS OF AWARD

24. NO CONTRACT WILL BE AWARDED TO PERSONS IN ARREARS TO PITTSBURGH

WATER

25. NOTICE OF AWARD

26. PROTEST OF AWARD

27. NOTICE TO PROCEED

CONTRACT TERMS AND CONDITIONS

28. CONTRACT TERM

29. ACCEPTANCE OF TERMS AND CONDITIONS

30. COMPLIANCE WITH ALL LAWS

31. RELATIONSHIP OF THE PARTIES

32. CONFLICT OF INTEREST

33. ASSIGNMENT

34. SUPPLIER DIVERSITY PROGRAM

35. ANTI-DISCRIMINATION

36. INSURANCE REQUIREMENTS

37. INDEMNIFICATION

38. SAFETY

39. CONFIDENTIALITY

40. RIGHTS IN DATA; COPYRIGHTS; DISCLOSURE

iii

41. DISSEMINATION OF INFORMATION

42. FORCE MAJEURE

43. DELAYS

44. PAYMENT

45. TAXES

46. LIMITATION OF LIABILITY

47. GOVERNING LAW; JURISDICTION

48. LAWSUITS BY OR AGAINST THE PITTSBURGH WATER

49. TERMINATION

50. AUDIT

51. ENTIRE AGREEMENT; BINDING

52. ATTACHMENTS LIST

SOLICITATION REQUIREMENTS AND DATES

1. SUBMITTAL REQUIREMENTS

Bids will be received electronically via the Procurement software tool until 2:00 p.m., EST on

February 26, 2026 for 2026 Fleet Purchase 2026-016 and shall not be accepted in person, by

U.S. Mail, by private courier service, via oral or e-mail communication, telephone or fax transmission.

Bids must be submitted in the format described in this Invitation for Bids (“IFB”). To be considered, the bid must respond to all requirements in the IFB. The contents of this IFB and your bid shall become part of any contract(s) entered into as a result of this IFB. Submission of a bid indicates acceptance of the conditions in this IFB.

Prices quoted in the Bid shall be firm for the duration of this Contract.

The Pittsburgh Water and Sewer Authority d/b/a Pittsburgh Water (hereinafter referred to as

“Pittsburgh Water”) reserves the right to request additional information which, in Pittsburgh

Water’s opinion, is necessary to assure that the bidder's competence, business organization, and financial resources are adequate to perform in accordance with this IFB and any resultant contract.

Pittsburgh Water may make such investigation as it sees fit to determine the ability of the bidder to perform the work, and the bidder shall furnish Pittsburgh Water all such information and data for this purpose as requested by Pittsburgh Water. Pittsburgh Water reserves the right to reject any bid if the evidence submitted by, or investigation of, such bidder fails to satisfy

Pittsburgh Water that such bidder is properly qualified to carry out the obligations of the contract and to satisfactorily perform the work specified.

When asked, bidders shall also include their answers to the questions listed in this IFB using the same answering sequence as put forth in the IFB.

Pittsburgh Water reserves the right to extend or postpone the date and time for accepting bids through one or more addenda.

All proposals, responses, inquiries, or correspondence relating to or in reference to this IFB, and all electronic media, reports, charts, and other documentation submitted by supplier shall become the property of Pittsburgh Water when received. Nothing submitted shall be considered confidential or proprietary.

2. INQUIRIES

This IFB will be administered by Susan Kemery, Senior Contract Specialist. All questions pertaining to this IFB prior to selection shall be submitted via the Procurement software tool.

Questions are due no later than 4:00 p.m. Est on February 19, 2026.

All communication of any nature with respect to this IFB shall be addressed through the

Procurement software tool. Prospective firms and their staff are prohibited from communicating with City and Pittsburgh Water officials, staff, members of City Council and

Pittsburgh Water Board of Directors regarding this IFB or submittals. Such contact is prohibited from the time the IFB is released until the selection results are publicly announced.

Violation of this provision may lead to disqualification of the firm’s submittal for consideration.

3. BID WITHDRAWAL

All bids shall remain firm and may not be withdrawn for 60 calendar days from the bid due date. This period may be extended, in writing, at the request of Pittsburgh Water. Any Vendor may withdraw its proposal at any time before due date for submission of proposals as provided in this IFB by delivering a written request for withdrawal signed by or on behalf of Vendor to the IFB administrator.

SPECIFICATIONS AND DELIVERY INSTRUCTIONS

4. SPECIFICATIONS

It is the intent of Pittsburgh Water to establish a contract to purchase itemized fleet vehicles.

The Contractor shall provide all labor, material, equipment, tools, and appurtenances necessary in order to complete the scope of work required. The Contractor shall:

Please reference the attachments #’s 9-18 for fleet specifications.

5. DELIVERY HOURS AND LOCATIONS

Deliveries shall be made on regular working days, excluding Saturdays, Sundays, and holidays.

Normal delivery hours are between the hours of 7:30 a.m.-3:30 p.m. and all vehicle(s) must be unloaded prior to 3:30 p.m. Deliveries may be made outside of regular working days and normal delivery hours, including weekend deliveries, with prior consent from Pittsburgh Water.

At least one hour advance notice is required prior to delivery.

Typical deliveries will be made to:

Justin Fauss

90 Eazor Road, Pittsburgh, PA 15201

Any damage caused to any Pittsburgh Water property shall be the responsibility of Vendor.

Pittsburgh Water will not be responsible to move or unload any vehicle(s) or equipment from the delivery truck other than the product which is scheduled for delivery to Pittsburgh Water.

All deliveries are subject to acceptance inspection by Pittsburgh Water.

6. STEEL PRODUCTS

In the performance of this Contract, Vendor can only use steel products made in the United

States unless Vendor can establish that the steel products are not produced in sufficient quantities to meet the requirements of this Contract. Steel products are defined as products rolled, formed, shaped, drawn, extruded, forged, cast, fabricated or otherwise similarly processed, or processed by a combination of two or more of such operations, from steel made in the United States by the open hearth, basic oxygen, electric furnace, Bessemer or other steel making process. Even if Vendor can establish that steel products are not produced in sufficient quantities in the United States, it cannot use steel products from countries that have been found to discriminate under the Trade Practices Act, 71 P.S. §773.101. Vendor shall furnish

Pittsburgh Water an affidavit from the supplier of all steel and steel products stating the steel products as described above, are manufactured in the United States of America.

7. EQUAL PRODUCTS

If bidding other than specified, Vendor is responsible to clearly and specifically indicate the product being offered an equal item is acceptable and to provide sufficient descriptive literature, catalog cuts, and technical data to Pittsburgh Water to determine if the product offered meets the Solicitation’s requirements. Failure to furnish adequate data to enable

Pittsburgh Water to determine if the product offered meets the requirements of the Solicitation shall result in the Bid’s being declared non-responsive. Pittsburgh Water reserves the sole right and discretion to determine which equal products are acceptable. Vendor MUST clearly indicate that a product is being offered for consideration as an "equal."

8. CONDITION AND WARRANTY OF VEHICLE(S) UPON DELIVERY

Vendor warrants that all vehicle(s) furnished will be of good quality and new unless required or permitted otherwise by Pittsburgh Water. Vendor warrants that the Vehicle will be of good merchantable quality, fit for the purpose intended and free from fault and defects. Vendor further warrants that the vehicle(s) will conform to the requirements of Pittsburgh Water and will be free from defects and comply with any and all applicable laws, ordinances, rules, regulations and/or orders. All vehicle(s) shall be protected to insure against damages in transit;

all material shall be in good condition upon delivery. If upon unloading from a Vendor's truck, any items are found damaged or otherwise unacceptable, they will be rejected. The Project

Manager or designee will notify Vendor for such damages. The rejected material will be loaded on the carrier's truck for return to Vendor or for other means of disposal at Vendor's expense.

Vendor agrees to provide vehicle(s) to the satisfaction of Pittsburgh Water, at Pittsburgh

Water’s absolute discretion. Vendor shall provide Pittsburgh Water with a separate warranty for each and every Vehicle provided from the manufacturer of each and every Vehicle. Vendor shall furnish a copy of the applicable warranty(ies) to Pittsburgh Water. In the event that any

Vehicle does not comply with the description provided or is otherwise defective, Pittsburgh

Water reserves the right to return the applicable Vehicle(s) to Vendor, with a full refund to

Pittsburgh Water or a replacement Vehicle(s) provided at no cost to Pittsburgh Water.

9. INSPECTION AND ACCEPTANCE OF VEHICLE(S)

Until all the conditions in the Contract are fulfilled, Pittsburgh Water reserves the right to refuse and return Vehicle(s), at Vendor’s expense. Pittsburgh Water should have reasonable time to inspect and accept delivered Vehicle(s). In the event any Vehicle does not conform to the specifications, Pittsburgh Water may reject the Vehicle(s) and Vendor must replace the

Vehicle(s) in accordance to the accepted bid. If a satisfactory replacement is not made within a reasonable time, as determined by Pittsburgh Water in its sole discretion (as to which Vendor hereby expressly waives any right to contest), Pittsburgh Water shall replace such Vehicle(s) from any other sources and have the right to recover any price differential, administrative fees, and costs incurred with returning nonconforming Vehicle(s), from Vendor.

10. HEALTH AND SAFETY

Prior to commencing work, all Vendors are subject to the development of a project-specific

Health & Safety Plan (HASP) that includes a job safety analysis, hazard analysis (or equivalent). The HASP and any corresponding documentation will be reviewed by Pittsburgh

Water Safety Department. Vendors performing work within specific Pittsburgh Water facilities may also be subject to completion of Pittsburgh Water Safety & Security

Orientation.

Vendors performing work within a secure Pittsburgh Water facility may also be subject to a non-disclosure agreement (NDA) as a protective security measure.

BID FORMAT AND SUBMITTAL REQUIREMENTS

11. BIDDER TO BE EXPERIENCED

Before the Contract is awarded, Vendor must satisfy the Director upon request, in writing, that it has the requisite organization, capital, plant, ability and experience to satisfactorily provide the Vehicle(s) described under the Contract in accordance with the provisions of the Contract and in conformance with best modern practice. When Pittsburgh Water makes such an inquiry, the entire responsibility and burden for satisfying Pittsburgh Water 's inquiry is placed upon

Vendor to provide Pittsburgh Water with the requested information. The Director is not required to conduct an independent investigation to support Vendor's claim of possessing the requisite responsibility, experience and/or capabilities to perform the Contract. If such an inquiry is made by Pittsburgh Water, Vendor must produce (a) an audited financial statement;

(b) all documents, information and communications related to the tabulation, preparation and/or formulation of Vendor's bid; (c) a list of three (3) references that are applicable to the specific Vehicle(s) described in the Contract; and (f) a list of all professional experience that

Vendor has performing Contracts involving this specific type of Vehicle(s) described in the

Contract and of a size and value comparable to those described in the Contract.

12. PROJECT MANAGER/EMERGENCY CONTACT

Each Vendor shall also indicate the name, telephone number, facsimile number, and email address of their contact person for this Contract. This person shall be available to answer questions, solve problems, etc., during the term of this Contract. Should the contact person be changed during the term of this Contract, Vendor shall promptly notify the Project Manager.

13. SCHEDULE OF PRICES

Bids will be received electronically via the Procurement software tool. Pricing shall be F.O.B

Destination. Each Bidder shall fill in unit price or ‘No Bid” for each item as listed on the Bid

Table. Unit pricing shall be all-inclusive. Should there be a mathematical error between unit price and extended price, unit price will prevail. Bidders must indicate the manufacturer and part number of the item being offered. No additional line items will be considered for bidding or payment purposes. Non-conforming bids will be rejected.

Where indicated on the Specifications, Bidders may submit bids for equal products for award consideration. Pittsburgh Water has the sole discretion for determining whether the service provided is acceptable as an equal product. Bidders MUST clearly indicate that a product is being offered for consideration as an "equal."

14. EXCLUDE SALES TAX

In computing bids, Vendor shall not include amounts for Pennsylvania Sales or Use Tax on

Vehicle(s). Vendor shall supply Pittsburgh Water with a statement that Pennsylvania Sales or

Use Tax on vehicle(s) and equipment to be incorporated in facilities used directly in rendering public utility service has not been included in the computation of the bid.

15. STATEMENT OF AFFILIATION

Vendor(s) must provide Pittsburgh Water with a statement of affiliation on their own letterhead.

The statement of affiliation shall include:

A. a description of Vendor’s qualifications and experience;

B. a description of any contractual or business relationship with the City of Pittsburgh or

Pittsburgh Water within the past three years;

C. an identification of Vendor’s principals, owners, partners or shareholders, or if Vendor is a public corporation, the officers, members of the board of directors and shareholders holding more than three percent of the corporate stock.

16. DEBARMENT UNDER PITTSBURGH CODE §161.22 (f)

Vendor will also be required to submit an executed Certification of Debarment as required by

Pittsburgh Code §161.22(f) which will state, under penalty of perjury, that neither they nor their company, corporation, partnership, or any affiliated individual is prohibited from entering a bid or participating in a City of Pittsburgh or a Pittsburgh Water contract by reason of debarment or disqualification as defined by Pittsburgh Code §161.22(b). The firm shall be deemed to have represented and warranted that the bid is not made in connection with any competing firm submitting a separate response to this IFB and is in all respects fair and without collusion or fraud. Furthermore, the firm certifies that neither it, any of its affiliates or subcontractors, nor any employees of any of the foregoing has bribed or lobbied, or attempted to bribe or lobby, an officer or employee of Pittsburgh Water in connection with this IFB.

17. COLLUSION

Vendor certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing this Contract. For purposes of this Contract, the following definitions shall apply: (1) “corrupt practice” means the offering, giving, receiving, or soliciting of anything of value likely to influence the action of a public official or Pittsburgh Water employee in the bidding/proposal process or in the Contract execution; (2) “fraudulent practice” means an intentional misrepresentation of facts made (a) to influence the bidding/proposal process or the execution of the Contract to the detriment of the Pittsburgh

Water, (b) to establish the Contract prices at artificial non-competitive levels, or (c) to deprive the Pittsburgh Water of the benefits of free and open competition; (3) “collusive practice” means a scheme or arrangement between two or more companies, with or without the knowledge of the Pittsburgh Water, a purpose of which is to establish Contract prices at artificial, non-competitive levels; and (4) “coercive practice” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the bidding/proposal process or affect the execution of the Contract.

18. REQUIRED ADDITIONAL STATEMENTS

Vendor must also fully complete and submit the following attachments included with this IFB:

1) Debarment under Code Section 161.22(f)

2) Supplier Diversity Program and Documents

3) Addenda Acknowledgement Form

4) Statement of Environmental Law Compliance

5) Reference Form

6) Signature Page

19. PUBLIC INFORMATION

Vendor, by submittal of a bid, acknowledges that all bids may be considered public information in accordance with the Commonwealth of Pennsylvania Right to Know laws. Subject to award of this IFB, all or part of any submittal may be released to any person or organization who may request it. Therefore, Vendor shall specify, in its Cover Letter, if any portion of their submittal should be treated as proprietary and not releasable as public information. Vendor should be aware that all such requests may be subject to legal review and challenge. All information considered proprietary should be clearly indicated as such or not included in the response.

20. COMPARISON OF BIDS

Bids will be compared, and their amounts computed on the basis of the approximate estimate of quantities given on the bid forms. The quantities stated are approximate only and Pittsburgh

Water does not expressly or implicitly warrant that the actual amount of Work will correspond therewith and reserves the right to increase or decrease each and all quantities without limit to the size of the increase or the decrease at Pittsburgh Water’s sole discretion.

21. REJECTION OF BIDS

Pittsburgh Water reserves the right to reject any and all bids if it deems it to be in the interest of the Pittsburgh Water to do so. When prices bid on various items are unreasonably high or low so as to unbalance the bid, the Director may, within his discretion, recommend that the

Pittsburgh Water reject it. The bid may also be rejected if it contains omissions, alterations, additions not called for, or irregularities of any kind.

22. BASIS OF AWARD:

This Contract will be awarded to the lowest responsive and responsible Vendor, by line item or group, whichever is determined to be in the best interest of Pittsburgh Water.

It is the intent of Pittsburgh Water to award this solicitation to the lowest responsive and responsible Vendor by line item or by group of line items on the Schedule of Prices at

Pittsburgh Water’s discretion. Should there be an error between unit bid price and extended total of a line item, unit price shall prevail.

Pittsburgh Water reserves the right to waive informalities.

CONTRACT AWARD

23. CONDITIONS OF AWARD

The performance of this Contract shall be governed solely by the terms and conditions as set forth in this solicitation.

24. NO CONTRACT WILL BE AWARDED TO PERSONS IN ARREARS TO PITTSBURGH

WATER

The Contract will not be awarded to any corporation, firm or individual who is, from any cause, in arrears to Pittsburgh Water.

25. NOTICE OF AWARD

The successful Vendor(s) will be notified by letter, giving Notice of Award, of Pittsburgh

Water’s acceptance of their bid. Vendor shall not begin any work on this Contract until such time as a Notice to Proceed has been issued by Pittsburgh Water.

26. PROTEST OF AWARD

Any Bidder that desires to protest Owner’s award shall submit such protest in writing to the address below no later than ten (10) business days after public notice of the award.

The Pittsburgh Water and Sewer Authority c/o Procurement Office

1200 Penn Ave

Pittsburgh PA 15222

The written protest shall include the basis for the protest and the relief sought. Owner shall issue a decision in writing within ten (10) business days of receipt of a timely filed, written protest stating the reason for the action taken. Owner’s decision shall be final unless the Bidder appeals within ten (10) calendar days of the written decision by instituting legal action. Any and all appeals shall be filed in the Court of Common Pleas of Allegheny County, Pennsylvania. Nothing in this Section shall be construed to permit a Bidder to challenge the validity of the terms or conditions of the

Bidding Documents.

27. NOTICE TO PROCEED

Upon execution of the Agreement by Pittsburgh Water and Vendor, Pittsburgh Water shall issue Notice to Proceed to Vendor. The successful Vendor shall not begin any work on this

Contract until such time as a Notice to Proceed has been issued by Pittsburgh Water.

CONTRACT TERMS AND CONDITIONS

28. CONTRACT TERM

The term of the Parties’ agreement shall commence on the date of the execution of this

Purchase Agreement and remain in full force and effect until the Vehicle(s) is delivered to

Pittsburgh Water. Time is of the essence for this Agreement.

29. ACCEPTANCE OF TERMS AND CONDITIONS

The performance of this Contract shall be governed solely by the terms and conditions as set forth in this IFB notwithstanding any language contained on any invoice, shipping order, bill of lading, or other document furnished. The acceptance by Pittsburgh Water of any goods or services furnished hereunder shall not be construed as acceptance by Pittsburgh Water of any terms or conditions which are inconsistent with the terms and conditions here stated. All terms and conditions under the solicitation, including any addenda thereto, are made part of this

Contract. Any different or additional terms other than those stated herein are not acceptable.

30. COMPLIANCE WITH ALL LAWS

Vendor shall comply with all laws, ordinances, codes, rules, regulations, and orders of any government or public authority bearing on the performance of the Work.

31. RELATIONSHIP OF THE PARTIES

Vendor shall act as an independent contractor and is retained by Pittsburgh Water only for the purposes and to the extent set forth in this Contract.

32. CONFLICT OF INTEREST

Vendor covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any investment, income, business entity, interest in real property, or other interest, directly or indirectly, which would conflict in any manner with the interests of Pittsburgh

Water, hinder Vendor’s performance under this Contract, or be affected in any manner or degree by performance of the Work hereunder.

33. ASSIGNMENT

Vendor shall not assign or sublet the Work or any part thereof or transfer an interest in the

Contract without the written consent of Pittsburgh Water.

34. SUPPLIER DIVERSITY PROGRAM

Minority Business Enterprise (MBE), Women Business Enterprise (WBE), Small Business

Enterprises (SBE), Veteran Business Enterprise (VBE) (this includes Service Disabled-Veteran

Business Enterprises (SDVBE)), Disability-Owned Business Enterprise (DOBE), and LGBT

Business Enterprise (LGBTBE) participation is requested in all Pittsburgh Water contracts.

Pittsburgh Water requires that all Bidders demonstrate a good faith effort to obtain the participation of MBEs, WBEs, SBEs, VBEs, DOBEs, LGBTBEs in all work to be performed under Pittsburgh Water contracts. Such participation may be demonstrated by utilization of

MBE/WBE/SBE/VBE/DOBE/LGBTBE firms through the use of subcontracts with such firms in support services, supplies, etc. For many of the services, supplies and equipment for which the Pittsburgh Water contracts, Pittsburgh Water recognizes that the current business pool does not include percentages of minorities, women, veterans, or service-disabled veterans.

Pittsburgh Water, however, wishes to encourage MBE/WBE/SBE/VBE/DOBE/LGBTBE participation in all business pools.

It is therefore the current goal of Pittsburgh Water to encourage increased MBE, WBE, SBE, VBE, DOBE, LGBTBE participation in all business pools. Pittsburgh Water's current supplier diversity goal is between ten percent (10%) and twenty-five percent (25%). Pittsburgh Water intends to monitor the progress closely, including revising the practices and procedures from time to time as conditions warrant.

a. The dollar amount of the contract paid to MBEs along with the names and addresses of those

MBEs.

b. The dollar amount of the contract paid to WBEs along with the names and addresses of those

WBEs.

c. The dollar amount of the contract paid to SBEs along with the names and addresses of those

SBEs.

d. The dollar amount of the contract paid to VBEs along with the names and addresses of those

VBEs.

e. The dollar amount of the contract paid to DOBEs along with the names and addresses of those DOBEs.

f. The dollar amount of the contract paid to LGBTBEs along with the names and addresses of those LGBTBEs.

g. An explanation of any failure to achieve the goals represented prior to award of the contract.

This Section does not convey a requirement to meet MBE, WBE, SBE, VBE, DOBE, LGBTBE goals and final payment to Vendor shall not be withheld if Pittsburgh Water’s goal is not achieved, unless Vendor fails to provide an explanation as to why the goals were not met.

35. ANTI-DISCRIMINATION

Vendor shall not discriminate in its employment on the basis of race, color, religion, ancestry, national origin, place of birth, sex, age, disability, non-job-related handicap or sexual orientation. Vendor shall comply with the applicable provisions of the Pittsburgh Code, Title

Six - Conduct, Article V - Discrimination, and any amendments thereto. Vendor shall also comply with the applicable provisions of Title I and Title II of the Americans with Disabilities

Act, any amendments thereto and any regulations issued thereunder. Pittsburgh Water reserves the right to direct Vendor to submit a statement signed by an authorized officer or agent of any labor union or any agency referring workers or providing or supervising apprenticeship or other training, with which Vendor deals, with supporting information to the effect that the signer’s practices and policies do not discriminate on the grounds of race, sex, color, religion, ancestry, national origin or place of birth. In this statement the signer either will agree to cooperate affirmatively in the implementation of the policy and provisions of the Contract and the

MBE/WBE/VBE/SDVBE Solicitation and Commitment Statement or will agree that recruitment, employment, and the terms and conditions of employment under the Contract shall be in accordance with the purposes and provisions of the Contract. In the event that the union, or agency, shall refuse to execute such a statement, Vendor shall so certify and set forth what efforts have been made to secure such a statement and such additional factual material as

Pittsburgh Water may require.

36. INSURANCE REQUIREMENTS

Prior to commencing the Work, Vendor shall procure and maintain, at its own expense and for the duration of this Contract, at least the following insurance from insurance companies that are found to be satisfactory by Pittsburgh Water, at Pittsburgh Water’s sole discretion, which insurance shall name Pittsburgh Water a named insured on a no fault basis, and shall not include any deductibles or self-insurance retention amounts (unless approved in writing by Pittsburgh

Water): (a) Comprehensive General Liability Insurance with the following minimum limits:

General Commercial Aggregate Limit - $2,000,000 Worker’s Compensation - $1,000,000;

Bodily Injury, including death - $1,000,000 each occurrence, $2,000,000 aggregate; Property

Damage - $1,000,000 each occurrence, $2,000,000 aggregate; and (b) Comprehensive

Automobile Liability Insurance covering all owned, non-owned and hired automobiles used in connection with the Work, with the following minimum limits: Automobile Liability -

$1,000,000 each occurrence, $1,000,000 aggregate for bodily injury including death and

$50,000 each occurrence and $500,000 aggregate for property damage. Vendor shall furnish a certificate, satisfactory to Pittsburgh Water from each insurance company showing that the above insurance is in force, stating policy numbers, dates of expiration, and limits of liability thereunder, and further that any cancellation or change will be mailed to and received by

Pittsburgh Water 30 days prior to any such cancellation. To the extent permitted by law, Vendor waives its subrogation rights against Pittsburgh Water, Pittsburgh Water’s customer and any other person or entity. Each policy required by this Contract shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced, or limits or certificate holder be deleted as an additional insured except after thirty (30) days’ prior written notice, by certified mail, return-receipt requested, has been given to Pittsburgh Water. The failure of Pittsburgh

Water to pursue or obtain any certificate of insurance or endorsement or to point out any non-compliance of any certificate of insurance or endorsement shall not constitute a waiver of any of the requirements or relieve Vendor of any obligations. These insurance provisions are intended to be a separate and distinct obligation on the part of Vendor. Pittsburgh Water’s acceptance of insurance submitted by Vendor does not relieve or decrease in any way the liability of Vendor for performance.

37. INDEMNIFICATION

Vendor shall indemnify, defend and hold harmless Pittsburgh Water, and its officers, agents, and employees from and against all claims, damages, liabilities, judgments, liens, charges, demands, losses, fines, penalties, lawsuits, encumbrances, costs and expenses, whether well founded or unfounded, including, but not limited to, attorney’s fees, costs of litigation and investigation, directly or indirectly arising out of or resulting from the performance of the Work or in connection with or as a result of Vendor’s breach of this Contract, or failure to comply with the terms of this Contract, by Vendor, in the case of claims against Pittsburgh Water, and/or any other person or entity or their agents and employees by any employee of Vendor, anyone directly or indirectly employed by Vendor, anyone acting on behalf of or at the direction of Vendor, or anyone else for whom Vendor may be liable, Vendor’s indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Vendor under workers compensation acts, disability benefit acts or other employee benefit acts.

38. SAFETY

Vendor shall take and observe all necessary measures and precautions for the safety and protection of property and persons during the performance of the Work. Vendor shall secure and pay for all permits, fees, licenses and inspections necessary for the execution of the Work.

39. CONFIDENTIALITY

Vendor acknowledges that as a result of its engagement hereunder, it will be making use of and/or acquiring information of a special unique nature and value relating to Pittsburgh Water’s business. As a material inducement to Pittsburgh Water agreeing to enter into this Contract, and to pay Vendor compensation, Vendor covenants and agrees that it and its employees, representatives, subcontractors and agents shall not at any time during the term of this Contract or thereafter directly or indirectly divulge or disclose for any purpose whatsoever any confidential information which has been obtained by or disclosed to Vendor as a result of its association with Pittsburgh Water. Confidential information shall include, without limitation, information concerning Pittsburgh Water’s financial condition, customers, methods of doing business and the manufacturing, creation, design, marketing and distribution of Pittsburgh

Water’s products.

40. RIGHTS IN DATA; COPYRIGHTS; DISCLOSURE

All Data (written reports, studies, drawings, or other graphic, electronic, chemical or mechanical representations) developed pursuant to this Contract shall be the property of

Pittsburgh Water and Pittsburgh Water shall have the full right to use such Data for any official purpose and in whatever manner deemed desirable and appropriate, including making it available to the general public. Such use shall be without any additional payment to or approval by Vendor. Pittsburgh Water shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any Data developed or prepared under this Contract.

41. DISSEMINATION OF INFORMATION

Vendor agrees to not release any information related to the Services or the performance of

Services, nor publish any reports or documents related to the Services with the prior written consent of the Pittsburgh Water. Vendor agrees to hold all materials and information belonging to Pittsburgh Water or Pittsburgh Water’s agents in the strictest confidence and not to make use thereof other than for the performance of its contractual obligations, to release it or to disclosure it to any other entity and/or individual. Any information of a restricted nature provided to Vendor by Pittsburgh Water in the course of the Services shall be handled in accordance with the restrictions placed thereon by Pittsburgh Water. Information or documents given to or generated by Vendor in the course of the Services shall be considered restricted information and subject to handling and dissemination restrictions as specified herein and/or as specified by Pittsburgh Water.

42. FORCE MAJEURE

Pittsburgh Water acknowledges that the delivery dates for goods being sold under this agreement are based upon the assumption there will be no delay due to causes beyond the reasonable control of the Supplier. Supplier will not be charged with any liability for delay or non-delivery when caused by acts of God, compliance with a court order, governmental regulation, order or request, riots, fires, labor disputes, or any other cause beyond the reasonable control of the Supplier. During the period when deliveries are affected by the matters identified in this paragraph, Supplier is expected to make all reasonable efforts to deliver goods to Pittsburgh Water.

43. DELAYS

If the vehicle(s) fail to conform the requirements of Pittsburgh Water by any fault or neglect or act or failure to act by Vendor or any of its officers, agents, servants, employees, vendors, sub-subcontractors or suppliers, then Vendor shall, in addition to all of the other obligations imposed by this Contract at its own cost and expense, work such overtime and/or otherwise provide additional labor as may be necessary to provide vehicle(s) that conform with the requirements of Pittsburgh Water. Should Vendor fail to provide vehicle(s) that comply with the requirements of Pittsburgh Water, Pittsburgh Water shall have the right to retain other entities to supply the vehicle(s) and to take whatever other action it deems to be necessary to avoid delay in the completion of the project, and the cost and expense of such work and/or such other action shall be exclusively borne by Vendor. Pittsburgh Water shall not be liable for any delay in or failure of performance hereunder Pittsburgh Water due to any contingency beyond its control, including act of God, war, terrorism, government priority, mobilization, insurrection, rebellion, civil commotion, riot, act of extremist or public enemy, sabotage, labor dispute, lockout, strike, job action, explosion, earthquake, fire, flood, weather conditions, accident, drought, power failure, inability to obtain suitable or sufficient labor or material, delay of carrier, embargo, law, ordinance, rule or regulation, whether valid or invalid, or other cause beyond Pittsburgh Water’s reasonable control.

44. PAYMENT

Payments will be made by check for items delivered within the time frame set forth in the discount terms, or net 30 days, whichever is later. Note that the unit of measure invoiced MUST match the unit of measure bid.

45. TAXES

Vendor shall be solely responsible to pay all applicable federal, state and local taxes and to file all related returns and reports in connection with the performance of Work.

46. LIMITATION OF LIABILITY

IN NO EVENT SHALL PITTSBURGH WATER, ITS EMPLOYEES, OFFICERS,

DIRECTORS OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE,

INDIRECT OR CONSEQUENTIAL DAMAGES (OR EQUIVALENTS THEREOF NO

MATTER HOW CLAIMED, COMPUTED OR CHARACTERIZED) ARISING OUT OF OR

IN CONNECTION WITH THE CONTRACT OR PITTSBURGH WATER’S

PERFORMANCE OR BREACH THEREOF, REGARDLESS OF WHETHER ANY SUCH

LIABILITY SHALL BE CLAIMED IN CONTRACT, WARRANTY, EQUITY, TORT

(INCLUDING NEGLIGENCE, GROSS NEGLIGENCE AND STRICT TORT LIABILITY)

OR OTHERWISE, EVEN IF PITTSBURGH WATER HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES.

47. GOVERNING LAW; JURISDICTION

This Contract, its terms and conditions and any claims arising therefrom, shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law principles. Should any dispute or controversy whatsoever arise between Vendor and Pittsburgh

Water, then the complaining party shall give the other party thirty (30) days’ written notice of the complaining party’s intent to resort to legal action. If Vendor chooses to pursue legal action against Pittsburgh Water, it must commence such legal action within one (1) year of the accrual of any such alleged claim. In the event that Vendor brings and/or files a lawsuit against

Pittsburgh Water, and does not recover the entire amount sought and/or alleged in its lawsuit against Pittsburgh Water, Vendor shall compensate Pittsburgh Water for any and all attorneys’ fees and costs incurred by Pittsburgh Water to defend itself against Vendor’s lawsuit. Any dispute, controversy or claim arising out of or relating to this Contract shall be resolved in the

Court of Common Pleas of Allegheny County, Pennsylvania.

48. LAWSUITS BY OR AGAINST THE PITTSBURGH WATER

Vendor hereby agrees to provide, without expense to Pittsburgh Water, such evidence and information as may be in its possession or reasonably available to it as may be useful, in the judgment of Pittsburgh Water, in any lawsuit filed or threatened to filed by or against Pittsburgh

Water.

49. TERMINATION

Pittsburgh Water may, (i) after having given forty-eight (48) hours’ notice to Vendor terminate this Contract for convenience; or (ii) upon written notice to Vendor immediately terminate this

Contract in the event of a breach of this Contract. Should Pittsburgh Water terminate the engagement of Vendor for all or any portion of the Work, Pittsburgh Water may take possession, for the purpose of completing the Work, of all vehicle(s), equipment, tools, appliances and other items thereon, all of which Vendor hereby transfers, assigns and sets over to Pittsburgh Water for such purpose. In case of a termination in the event of a breach of this

Contract, Vendor shall not be entitled to receive any further payment under this Contract until

Vendor’s Work shall be wholly completed to the satisfaction of Pittsburgh Water, at which time, if the unpaid balance of the amount to be paid under this Contract shall exceed the cost and expenses incurred by Pittsburgh Water and the related overhead and profit earned by

Pittsburgh Water in completing the Work, such excess monies shall be paid by Pittsburgh

Water to Vendor; but if such cost, expense and earned income shall exceed such unpaid balance, then Vendor shall pay the difference to Pittsburgh Water or a withholding may be made by Pittsburgh Water from Vendor related to any Work performed by Vendor pursuant to this Contract. Such cost and expense shall include, not only the cost of completing the Work to the satisfaction of Pittsburgh Water and of performing and furnishing all labor, services, vehicle(s), equipment, and other items required therefor, but also all losses, damages, costs and expenses, including, but not limited to, legal fees and disbursements sustained, incurred or suffered by reason of or resulting from Vendor’s default. Upon a termination for Pittsburgh

Water’s convenience, Pittsburgh Water shall pay Vendor for all Work satisfactorily completed through the date of termination, less the sums Vendor shall have already been paid on account of the Work. Pittsburgh Water shall not pay Vendor, and Vendor shall not be entitled to payment, for any Work not performed or for any anticipated profit for such non-completed

Work.

50. AUDIT

At any time up to three years after the day of final payment, Vendor will provide Pittsburgh

Water with access to its records related, in any way, to the Program and/or this Agreement for inspection and audit.

51. ENTIRE AGREEMENT; BINDING

This Contract represents the entire agreement between Pittsburgh Water and Vendor and incorporate all of the understandings of the parties hereto as to the matters contained herein and supersedes any and all contracts, negotiations, representations, agreements or other communications reached, participated in or discussed by the parties prior to the execution of the Contract, whether oral or written, as to such matters. This Contract may only be amended by a written instrument that is duly executed by Pittsburgh Water and Vendor. If any provision of this Contract is held to be invalid or unenforceable, the validity and enforceability of the balance of the provisions of this Contract shall not be affected thereby if the balance of the provisions of this Contract would then continue to conform to the requirements of applicable laws. Except as otherwise specifically provided in this Contract, whenever under this Contract approvals, authorizations, determinations, satisfactions or waivers are required or permitted, such items shall be effective and valid only when agreed to in a writing signed by a duly authorized officer of Pittsburgh Water. This Contract shall be binding upon and inure to the benefit of the parties named herein and their respective successors and assigns.

52. ATTACHMENTS LIST

The following attachments are included as part of this invitation for bids. All Vendors must review all attachments and complete as directed.

Attachment 1: Debarment under Pittsburgh Code §161.22 (f)

Attachment 2: Supplier Diversity Program and Documents

Attachment 3: Addenda Acknowledgement Form

Attachment 4: Reference Form

Attachment 5: Statement of Environmental Law Compliance

Attachment 6: Conflict of Interest

Attachment 7: Statement of Affiliations

Attachment 8: Signature Page

Attachments 9-18: Vehicle Specifications