5-RFP 3829 Seismic Valves Annual Inspection, Calibration and As-Needed Repairs.pdf

REQUEST FOR PROPOSAL #3829

SEISMIC VALVES – ANNUAL INSPECTION, CALIBRATION AND AS-

NEEDED REPAIRS

REQUEST FOR PROPOSAL (RFP) ISSUED: 8/7/2025

DEADLINE FOR SUBMITTAL OF QUESTIONS: 4:00 PM, 8/15/2025

ELECTRONIC PROPOSAL DUE BY: 4:00 PM, 8/27/2025

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: Wendy Miller, Buyer Phone: (951) 928-3777, ext. 4613 Email: millerw@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) ........ ERROR! BOOKMARK NOT DEFINED.

8. INJURY & ILLNESS PREVENTION PROGRAM (IIPP)

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

REQUIRED SUBMITTALS

EXHIBT A - RFP Price Form

EXHIBIT B - Proposer’s Business Information

EXHIBIT C - Business References

EXHIBIT D - List of Subcontractors

EXHIBIT E - Additions, Deletions and/or Exceptions

EXHIBIT F - Qualifications and Experience

EXHIBIT G - Insurance Affidavit

EXHIBIT H - Contractor’s CAL/OSHA Compliance History

Submittal Check-off List

ATTACHMENT

Attachment A – EMWD Non-Disclosure Agreement

Attachment A.1 - EMWD Storage Tank Site Name, Address and Equipment List (Not attached will receive a link via email once Non-Disclosure Agreement is completed and emailed)

Attachment B – EMWD Reporting Sample Form

Attachment C – EMWD Service Area

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EASTERN MUNICIPAL WATER DISTRICT

RFP #3829

SEISMIC VALVES – ANNUAL INSPECTION, CALIBRATION AND AS-NEEDED REPAIRS

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, to procure services for annual inspections, calibration, maintenance and as-needed repairs on Seismic Valves located throughout Eastern Municipal Water District’s (EMWD) service area.

Following receipt of proposals, 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 to select a Company which, in the opinion of EMWD, is best suited to perform the work. The purpose of this RFP, therefore, is to provide EMWD with the information necessary to select the most advantageous Proposer.

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

1.2 GENERAL OVERVIEW – EMWD

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

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

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

1.3 COMMITMENT TO EXCELLENCE

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

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

1.4 CONTRACT TERM:

The term of this agreement shall be five (5) years.

1.5 PREVAILING WAGES:

Payment of prevailing wage rate is required.

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2. SCOPE OF WORK

2.1 BACKGROUND

EMWD has 37 Seismic Valves at water tank sites throughout the service area that require annual inspections, calibration, maintenance and as-needed repairs (See Attachment C – EMWD Service Area for map).

2.2 NON-DISCLOSURE AGREEMENT

EMWD sites are secure and critical infrastructures protected by the Department of Homeland Security. A signed Non-Disclosure Agreement is required to be signed the contractor and sent to Wendy Miller at millerw@emwd.org by August 15, 2025 by 4:00 PM to receive an email that will provide you a link to view Attachment – A.1 EMWD Site Locations. The link provided to you will expire August 27, 2025 at 4:00 PM when the proposals are due to be submitted.

2.3 PROJECT SCHEDULE

Annual function testing and preventative maintenance for each valve must begin October 1st and be completed by October 31st of each contract year.

2.4 TECHNICAL/SPECIFICATIONS

Contractor shall conduct annual inspection, calibrations and complete preventative maintenance. Contractor shall provide as-needed repairs when necessary to all 37 seismic valves and related equipment at all water tank sites located within EMWD’s service area.

Contractor shall provide all labor, vehicle(s), fuel, testing equipment, tools, and parts utilized to perform annual services as well as the as-needed repair services.

2.3.1 Calibration test and preventative maintenance shall consist of “exercising” the valve as follows:

a. Valve will be manually closed by triggering the sensor, causing the valve to close. Valve will be re-opened by the method consistent with the particular type of valve (i.e.. Air, hydraulic, electrically, etc.).

This exercise is to simulate a seismic event.

b. Leakage, short circuiting, or any other malfunction shall be checked, along with the full functionality of related equipment and the overall system during this process.

2.3.2 All repairs must be pre-approved by an EMWD designee. Contractor shall submit a detailed parts list and cost estimate for review and approval prior to initiating any work. (Note Exception below). Any work performed without prior authorization shall be at the sole expense of the contractor

EXCEPTION – If valve is found to be completely non-functional, rendering the storage facility tank non-operational, an immediate call will be made to EMWD Integrated Operations Center (IOC) at 951-928-3777 ext. 6265 or the designated EMWD employee/department representative for authorization of immediate repair.

mailto:millerw@emwd.org

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2.5 VALVE EQUIPMENT AND LOCATIONS

EMWD will provide a list of locations with addresses once a signed NDA has been submitted to Wendy Miller per instructions on Attachment A.

Valve and Equipment Description

Manufacturers Aluma, Bettis, Biffi, E.S.S, Keystone, Koso, Robotran , and Triac

Type Manual, Spring Loaded, Hydraulic, or Motor Operated Model Butterly or Needle Size range 8" to 24" Sensors Various Manufacturers Actuators Various Manufacturers

2.6 WORK HOURS

Contractor shall perform all services during EMWD’s standard business hours, Monday through Friday, from 7:00 A.M. to 4:00 P.M. No work shall be conducted on weekends or EMWD-recognized holidays without prior authorization from an EMWD designee. Requests to perform work outside of normal business hours must be submitted at least seven (7) working days in advance. The contractor is responsible for coordinating all work with designated personnel from the EMWD Water Operations Department.

For all unmanned sites, Contractor shall contact the EMWD Integrated Operations Center (IOC) at (951) 928-3777 ext. 6265, at least one (1) hour prior to arrival. f not accompanied by EMWD personnel, Contractor shall notify the IOC upon both entry to and exit from the site.

2.7 EMWD RESPONSIBILITIES

Valve air cylinders will be maintained by EMWD personnel. Contractor must immediately report any malfunction found with the air cylinder or related systems to EMWD personnel.

EMWD will be responsible for unlocking sites.

2.8 REPORTING PROCEDURES

The Contractor shall submit a written report using the EMWD provided form (see Attachment B) to:

Water Operations Manager Daniel Eckwall ekwalle@emwd.org on the maintenance performed on each valve. This report should be submitted with 14 calendar days upon completion of the annual inspection services. The report shall include the following information:

• Date

• Site Name

• Site Number mailto:ekwalle@emwd.org

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• Operations Performed

• Results

• Comments

• Repair Recommendations (if any).

2.9 INVOICING REQUIREMENTS

Contractor shall submit all invoices electronically to apuser@emwd.org. Invoices may be submitted following the completion of services at each facility. Each invoice must include the following details:

a. Purchase Order (PO) number

b. EMWD facility name and address

c. Date of service.

2.10 EMERGENCY RESPONSE SERVICES

Contractor shall be capable of providing emergency response services. Contractor shall respond to emergency calls withing 24 hours of notification and be on-site for analysis and repair within 3 working days. Emergency Repairs, if parts are required, tanks must be online at the end of the workday regardless of if parts are backordered.

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3. KEY DATES, SUBMITTAL INFORMATION AND INSTRUCTIONS

3.1 PROJECT SPECIFIC DATES

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

Description Date Release of RFP to Supplier/Contractors 8/8/2025 Deadline for Submittal of Questions Regarding RFP (see 3.3)

4:00 PM, 8/15/2025

Deadline to Submit Completed Non-Disclosure Agreement

4:00 PM, 8/15/2025

Response to Questions Submitted 8/20/2025 Proposal Due Date 4:00 PM, 8/27/2025 Proposal Review 9/10/2025 Supplier/Contractor Recommendation 9/17/2025 Approximate start date 10/1/2025

3.2 QUESTION SUBMITTAL

All general inquiries shall be directed to Wendy Miller in the Purchasing and Contracts Department at (951) 928-3777, ext. 4613. 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.

3.3 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).

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

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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.

3.4 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.

3.5 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.

3.6 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.

3.7 SUBCONTRACTORS

The use of subcontractors is allowed. The prime contractor shall be wholly responsible for the entire performance of the contractual agreement whether 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.

3.8 CONTRACT TERMS AND CONDITIONS

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

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3.9 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.

3.10 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.

3.11 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 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. EXHIBIT A - RFP Price Form .

B. Qualifications and Experience Form Supplier shall have a minimum of five years of demonstrated experience, by the references provided in EXHIBIT C - References Form, of effectively performing Annual Seismic Valve Annual Inspection, Calibration and As-Needed Repairs.

Discuss your company’s experience – Include professional history, skills, and relevant experience demonstrating a capable, past performance, working knowledge of performing the services requested in this RFP or of similar projects., EXHIBIT F - 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, – EXHIBIT E - Additions, Deletions and/or Exceptions Form .

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D. Safety Record EXHIBIT I - Contractor’s CAL/OSHA Compliance History (Pass/Fail).

E. Insurance Affidavit EXHIBIT I - Completed Insurance Affidavit – (Pass/Fail)

3.12 NO OBLIGATION

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

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4. EVALUATION OF PROPOSALS

4.1 EMWD RIGHTS

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

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

4.2 EVALUATION PROCESS

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

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

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

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

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

4.3 BEST AND FINAL OFFERS

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

4.4 SELECTION OF FINALIST

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

This sequence may continue until an agreement is reached.

4.5 FINALIZE CONTRACTUAL AGREEMENTS

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

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

4.6 DISCLOSURE OF PROPOSAL CONTENTS

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

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5. AWARD PROCESS

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

5.2 IIPP AND INSURANCE REQUIREMENTS

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

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

5.4 EXECUTION OF THE AGREEMENT

The Contract/Agreement shall be signed by the 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". Any confidential/proprietary submittals will be considered as exceptions and scored as such in the contractual selection criteria.

The following California Civil Code provision defines “trade secret” as information that:

1. derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and

2. is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

Additionally, California courts have consistently held that when individuals or businesses voluntarily enter into the public sphere, they diminish their privacy interests. (California State Univ. v. Superior Court (2001) 90 Cal.App.4th 810, 834.).

In the event of litigation concerning the disclosure of information Proposer considers exempt (e.g., Trade Secret, Confidential, or Proprietary) EMWD shall act as a stakeholder only, holding the information until otherwise ordered by a court or other legal process. If EMWD is named in an action arising out of a California Public Records Act request for any information Proposer deems confidential, proprietary, or trade secret, Proposer shall defend at its own expense and indemnify EMWD, its officers, employees, and agents from any and all liability, claims, losses, damages, costs, and expenses, including attorney’s fees, in any such action or proceeding arising under the California Public Records Act

6.23 EMWD HOURS

EMWD’s business hours are 8:00 a.m. to 5:00 p.m. with receiving between the hours of 7:30 a.m. – 3:00 p.m., Monday through Friday. EMWD will be closed on the following days:

1. New Year’s Day

2. Martin Luther King Jr. Day

3. President’s Day

4. Memorial Day

5. Fourth of July

6. Labor Day

7. Veteran’s Day

8. Thanksgiving Day and the day after

9. Christmas Day

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6.24 PRE-JOB CONFERENCE

EMWD may arrange for a pre-job conference to be attended by Company’s representatives, major Subcontractors, and others whose input may be desired. The purpose of this conference is to establish a working understanding between the parties and to discuss the work schedule, submittals, approvals, invoices and their processing, and such other information as may be pertinent to the work.

6.25 RESPONSIBILITY FOR JOB SITE CONDITIONS

In accordance with generally accepted practices, Company will be required to assume sole and complete responsibility for job site conditions during the course of the work, including safety of all persons and property, and this requirement shall be made to apply continuously and not be limited to normal working hours. In this regard, Company assumes sole responsibility for any loss or damage, inducing theft and vandalism, to Company’s completed work, work in process, materials, supplies and equipment of the work site, in storage or in transit until the work is accepted by EMWD. Company and subcontractors shall abide by the highest professional standards within the industry. All work and quality assurance shall be in accordance with RFP guidelines.

Company shall, at all times, while providing services, keep the immediate and surrounding service area clean and free of debris, trash, and other hazards that…