842180waterWssc.pdf

Solicitation No. 114580, Water Quality Surveillance and Response System

WASHINGTON SUBURBAN SANITARY COMMISSION

SOLICITATION NO. 114580

WATER QUALITY SURVEILLANCE AND RESPONSE SYSTEM

Due Date and Time: Monday, October 5, 2026, 2:00 pm

Table Of Contents

1. INTRODUCTION

2. MINIMUM QUALIFICATIONS

3. INSTRUCTIONS TO BIDDERS/OFFERORS

4. ADDITIONAL INSTRUCTIONS TO OFFERORS

5. GENERAL CONDITIONS - PROFESSIONAL SERVICES

6. SPECIAL CONDITIONS

7. INSURANCE REQUIREMENTS

8. SCOPE OF WORK

9. EVALUATION FACTORS

10. MINORITY BUSINESS ENTERPRISE (MBE) AND SMALL LOCAL BUSINESS

ENTERPRISE (SLBE) PROGRAMS

11. PRICING PROPOSAL

12. VENDOR QUESTIONNAIRE

13. ATTACHMENTS

Attachments:

A - How to Find Supplier Number

B - Mid-Atlantic Purchasing Team Intergovernmental & Cooperative Purchasing Clause

C - Cost and Price Analysis Form

D - Roles and Responsibilities

1. INTRODUCTION

1.1. Summary

The Washington Suburban Sanitary Commission, MD (the "WSSC"), is soliciting sealed responses for the

Water Quality Surveillance and Response System. Responses are to be submitted via WSSC's eProcurement

Portal via https://procurement.opengov.com/portal/wsscwater PRIOR TO 2:00 pm on Monday, October 5, 2026. Late responses will not be accepted.

Project work includes the request of securing a Consultant to support the WSSC's drinking water contamination preparedness, surveillance, and response programs under the Environmental Protection Agency (EPA’s)

Surveillance and Response System (SRS) framework. The consultant will provide technical expertise to review and enhance the WSSC's current surveillance and response systems, including online water quality monitoring, customer complaint surveillance, laboratory confirmation capabilities, and consequence management procedures. Services will include contaminant prioritization and risk assessment, evaluation and recommendation of monitoring technologies and instrumentation, development and improvement of standard operating procedures (SOPs), and support for training and preparedness exercises for the Contamination Rapid

Response Team.

Work will be performed on a task order basis, with individual assignments issued by the WSSC that define the scope, schedule, staffing requirements, and compensation for each task. The contract will support ongoing and future initiatives aimed at expanding monitoring capabilities across the distribution system, improving data analytics and response procedures, and strengthening preparedness for potential drinking water contamination events.

1.2. Timeline

Release Project Date: September 4, 2026

Pre-Bid Meeting (Non-Mandatory): September 15, 2026, 12:00pm https://teams.microsoft.com/meet/21622761

816482?p=rYNzXDKrGXuwijBiVa

Question Submission Deadline: September 16, 2026, 2:00pm

Response Submission Deadline: October 5, 2026, 2:00pm https://procurement.opengov.com/portal/wsscwater https://teams.microsoft.com/meet/21622761816482?p=rYNzXDKrGXuwijBiVa https://teams.microsoft.com/meet/21622761816482?p=rYNzXDKrGXuwijBiVa

2. MINIMUM QUALIFICATIONS

Each Offeror must meet the following minimum qualifications to be considered for the Award:

The Offeror must have a minimum of five (5) years of experience within the United States performing projects involving water process engineering and water quality services.

3. INSTRUCTIONS TO BIDDERS/OFFERORS

3.1. COMPLIANCE WITH COMMISSION PROCUREMENT REGULATIONS

The Commission's Procurement Regulations, WSSC Code of Regulations, Title 6, Chapter 6.15, are incorporated into this Solicitation and made a part of this Solicitation by reference. The Procurement

Regulations can be viewed online at https://wssc.district.codes/Code/6.15.

3.2. DEFINITIONS

Whenever the following words occur in these Instructions to Bidders/Offerors, they shall have the following meanings.

A. "Bidder" means any person submitting a bid in response to an invitation for bids ("IFB") or a request for quotations ("RFQ").

B. "Contract Documents" means all documents that are included, attached, or referenced in a Solicitation.

C. "Invitation for bids" ("IFB") means all documents, whether attached or incorporated by reference, utilized for soliciting bids.

D. "Invitation for prequalification" ("IFP") means all documents, whether attached or incorporated by reference, utilized for prequalifying potential bidders.

E. "Offeror" means any person submitting a proposal to a request for proposals ("RFP") or invitation for prequalification ("IFP").

F. "Request for proposals" ("RFP") means all documents, whether attached or incorporated by reference, utilized for soliciting proposals.

G. "Responsible" means a person who has the capability in all respects to perform fully the requirements stated in the invitation for bids and request for proposals, respectively, and the integrity and reliability that will assure good faith performance.

H. "Responsive" means a person who has submitted a bid or a proposal that fully conforms to the invitation for bids or request for proposals.

I. "Solicitation" means an invitation for bids, a request for proposals, a request for quotations, an invitation for pre-qualification, or any other document issued by WSSC for the purpose of soliciting bids or proposals to perform a WSSC contract.

https://wssc.district.codes/Code/6.15

3.3. WSSC’S SUPPLIER PORTAL SYSTEM

Bidders/Offerors are required to register in WSSC's Supplier Portal System in accordance with WSSC Code of

Regulations, Title 6, Chapter 6.25, at the time of bid opening or proposal submission due dates. Failure to have an active supplier profile prior to this time may render the bid or proposal non-responsive. Information regarding the Supplier Portal System can be found online at https://wssc.district.codes/Code/6.25 and www.wsscwater.com.

3.4. EXPLANATION OF CONTRACT DOCUMENTS TO PROSPECTIVE BIDDERS/OFFERORS

Any prospective Bidder/Offeror must carefully examine the Solicitation. If a prospective Bidder/Offeror is unclear as to the meaning or intent of any of the Contract Documents included in the Solicitation, the prospective Bidder/Offeror shall request a clarification from the Procurement Office before its bid/proposal is submitted.

All questions pertaining to the Solicitation or Contract Documents shall only be submitted by a Bidder/Offeror to the Procurement Officer identified in the Solicitation via the Online Discussion feature in the Supplier Portal.

Questions submitted via email shall not be answered. Replies, where warranted, will be by addenda issued electronically to all parties who have downloaded the Solicitation. Questions received less than ten (10) days prior to the date for opening of bids or due date for receipt of proposals may not be answered. Only questions answered by formal written addenda will be binding. Questions received after this deadline may be addressed at the discretion of the Commission. Oral and other interpretations or clarifications will be without legal effect.

Any information given to a prospective Bidder/Offeror by the Commission will be furnished to all prospective

Bidders/Offerors via Online Discussion in the Supplier Portal.

Any information given to a prospective Bidder/Offeror by the Commission will be furnished to all prospective

Bidders/Offerors.

3.5. SECURITY CLEARANCE REQUIRED FOR ACCESS TO PLANS AND DRAWINGS

In order to receive plans and drawings related to the Solicitation, a prospective Bidder's/Offeror's representative must first be approved through a security background investigation. The Bidder's/Offeror's representative can obtain an application for a security clearance by contacting WSSC''s Procurement Office by phone, (301) 206-8288. Requests for plans and drawings can only be fulfilled for representatives having successfully completed the security investigation. Multiple representatives may gain security clearance to request plans and drawings.

Additionally, plans and drawings may be accessed through E-Builder® ASP software. A user name and password is issued by the Procurement Officer upon request. To obtain a user name and password for access, a

Bidder's/Offeror's representative must first obtain a security clearance.

3.6. SUBMISSION OF PROPOSALS (COMPETITIVE SEALED PROPOSALS)

A. Form And Content Of A Proposal The Solicitation will identify the required form and contents of a proposal. Failure to submit a proposal that meets the requirements of the Solicitation may lead to the proposal being deemed non-responsive or non-responsible.

https://wssc.district.codes/Code/6.25 https://www.wsscwater.com/

B. Proposal Delivery The Solicitation will identify the time and manner in which a proposal shall be delivered to the Commission. Any proposal received after the exact time for receipt will be deemed non-responsive. The proposal will not be considered for award and will be returned to the Offeror unopened.

However, an exception may be made when a late proposal would have been timely but for the action or inaction of the Commission. An Offeror assumes all risks for timely delivery of a bid.

3.7. ACKNOWLEDGMENT OF AMENDMENTS TO THE SOLICITATION

Each Bidder/Offeror shall acknowledge receipt of any amendment to the Solicitation in accordance with the instructions stated in the amendment or otherwise stated in the Solicitation. If a Bidder/Offeror fails to acknowledge the amendment prior to the deadline for submitting a bid or proposal, the bid or proposal may be deemed nonresponsive.

3.8. WITHDRAWAL OF A PROPOSAL (COMPETITIVE SEALED PROPOSALS)

An Offeror may withdraw a proposal by "Unsubmitting" their response in the eProcurement Portal. The established due date for the written notice is either the time and date stated in the Solicitation for receipt of proposals or receipt of modifications to proposals, if any; or if discussions have begun, it is the time and date by which best and final offers must be submitted.

3.9. MISTAKES IN PROPOSALS (COMPETITIVE SEALED PROPOSALS)

A. Mistakes in Proposals Discovered Before Proposal Opening A Offeror may correct mistakes discovered before the time and date set for proposal opening by withdrawing or correcting the proposal.

B. Mistakes Discovered After Receipt of Proposals But Before Award

i. During Discussions - Prior to Best and Final Offers. Once discussions are commenced with any offeror or after best and final offers are requested, any offeror may freely correct any mistake by modifying or withdrawing the proposal until the time and date set for receipt of best and final offers.

ii. After Best and Final Offers. If discussions are not held or if the best and final offers upon which award will be made have been received, mistakes may be corrected, and the intended correct offer considered only if:

1. The mistake and the intended correct offer are clearly evident on the face of the proposal, in which event the proposal may not be withdrawn; or

2. The mistake is not clearly evident on the face of the proposal, but the offeror submits objective evidence which clearly and convincingly demonstrates both the existence of a mistake and the intended correct offer, and such correction would not be contrary to the fair and equal treatment of other offerors.

iii. Withdrawal of Proposals. If discussions are not held, or if the best and final offers upon which award will be made have been received, the offeror may be permitted to withdraw the proposal if:

1. The mistake is clearly evident on the face of the proposal and the intended correct offer is not;

2. The offeror submits objective evidence which clearly and convincingly demonstrates that a mistake was made but does not demonstrate the intended correct offer; or

3. The offeror submits objective evidence which clearly and convincingly demonstrates the intended correct offer, but to allow correction would be contrary to the fair and equal treatment of the other offerors.

3.10. BIDDER/OFFEROR QUALIFICATIONS

A. Performance Capability A Bidder/Offeror shall be responsible and have the capability to properly perform the work described in the Contract Documents, and shall have the necessary expertise, manpower, equipment, capacity and sufficient financial resources to execute the work described in the Contract

Documents properly within the time specified.

The Commission, at its discretion, may make such investigations it deems necessary to determine the ability of a

Bidder/Offeror to perform the work described in the Contract Documents, and the Bidder/Offeror shall furnish to the

Commission such information and data for this purpose as the Commission may request. The Commission may visit any prospective Contractor's place of business, contracts in progress, or contact persons knowledgeable of the

Bidder/Offeror's background to determine its ability, capacity, reliability, financial stability, or other factors necessary to perform the work described in the Contract Documents in a manner satisfactory to the Commission.

The Commission may determine a Bidder/Offeror non-responsible if the Commission determines the Bidder/Offeror does not have the capability, integrity, or reliability to perform the work described in the Contract Documents.

3.11. BONDS AND INSURANCE

The Bidder/Offer to whom a contract is recommended for award shall submit any required bonds and insurance documents to the Procurement Office in accordance with the Procurement Office's instructions. Failure to submit the required documentation within the time period specified may be cause for deeming the bid or proposal non-responsible.

3.12. PROTESTS

Any protest concerning the Solicitation shall be decided by the Chief Procurement Officer in accordance with Procurement

Regulations, WSSC Code of Regulations, Title 6, Chapter 6.15.550.

A. Right To Protest Any actual or prospective Bidder or Offeror who is aggrieved in connection with a Solicitation or an award of a Contract may protest to the Chief Procurement Officer. The protest shall be in writing and filed with the Office of the Chief Procurement Officer within seven (7) days after such aggrieved person knows or should have known of the facts giving rise to the protest. A protest shall be considered untimely if it is not received by the Office of the Chief

Procurement Officer within the time period stated above. A Bidder or Offeror is aggrieved only if the Bidder or Offeror can demonstrate that, should the protest be sustained, the Bidder or Offeror may be eligible for the award.

B. Form Of Protest The written protest shall include, at a minimum, the following: (a) name and address of the protestor,

(2) Solicitation or Contract number, (3) statement of reasons for the protest, and (4) supporting exhibits, evidence, or documents to substantiate any claims.

C. Filing Fee The filing fee for a protest is ONE THOUSAND DOLLARS ($1,000.00). The filing fee shall be paid in the form of a check payable to the Washington Suburban Sanitary Commission. If the protest is sustained by the Chief

Procurement Officer, the protester will be entitled to a refund of the filing fee. A PROTEST SHALL BE

CONSIDERED UNTIMELY IF THE FILING FEE IS NOT RECEIVED BY THE PROCUREMENT OFFICE

WITHIN THE TIME LIMITATIONS TO FILE A PROTEST.

D. Authority To Resolve Protests The Chief Procurement Officer, after consultation with the General Counsel's Office, shall have the authority, before the commencement of an action in court concerning the controversy, to settle and resolve a protest of an aggrieved Bidder or Offeror concerning the Solicitation or award of a contract.

E. Award Of A Contract During A Protest In the event of a timely protest, the Commission shall not proceed further with a Solicitation or with the award of a contract until after a written decision on the protest has been issued by the

Chief Procurement Officer, unless the Chief Procurement Officer, after consultation with the General Counsel's Office and the appropriate using department, determines in writing that awarding a contract without delay is necessary to protect the interests of the Commission.

F. Final Decision If the protest is not resolved by mutual agreement, the Chief Procurement Officer must adjudicate the protest on the record and issue a final written decision within twenty-one (21) days of receiving the protest. The decision must: (a) state the reasons for the action taken and (2) inform the Bidder or Offeror of its right to appeal the written decision.

G. Appeal To Court The aggrieved Bidder or Offeror may appeal the written decision of the Chief Procurement Officer to the Circuit Court for Montgomery County or the Circuit Court for Prince George's County under the Maryland Rules governing administrative mandamus actions.

H. Entitlement To Bid Preparation Costs If a protest is sustained by the Chief Procurement Officer and the protesting

Bidder or Offeror should have been, but was not, awarded the contract under the Solicitation, the aggrieved Bidder or

Offeror shall be entitled to the reasonable costs incurred in connection with the Solicitation, including bid preparation costs. The aggrieved Bidder or Offeror shall not be entitled to recover any attorneys' fees incurred in connection with the Solicitation or protest.

3.13. SOLICITATION CANCELLATION

A Solicitation may be canceled, or any or all bids or proposals may be rejected in whole or in part when the Chief Procurement

Officer deems it to be in the best interests of WSSC. Notice of such a decision must be made in writing and provided to all bidders or offerors.

3.14. CONTRACT AWARD

A. Construction Contracts or Design/Build Contracts (Competitive Sealed Bidding) Contracts for construction or design/build using a competitive sealed bidding procurement will be awarded in accordance with MD. Code Ann., Pub. Util. § 20-105(b).

B. Construction Contracts or Design/Build Contracts (Competitive Sealed Proposals) Contracts for construction or design/build using a competitive sealed proposals procurement will be awarded in accordance with MD. Code Ann., Pub. Util. § 20-105(c).

C. Other Contracts (Competitive Sealed Bidding) Contracts that are not for construction or design/build using a competitive sealed bidding procurement will be awarded in accordance with Procurement

Regulations, WSSC Code of Regulations, Title 6, Chapter 6.15.310.

D. Other Contracts (Competitive Sealed Proposals) Contracts that are not for construction or design/build using a competitive sealed proposals procurement will be awarded in accordance with

Procurement Regulations, WSSC Code of Regulations, Title 6, Chapter 6.15.320.

3.15. EXECUTION AND ACCEPTANCE OF A CONTRACT

A contract shall not be considered accepted by the Commission and binding upon the Commission until (1) a contract has been executed by the Chief Procurement Officer or an authorized designee acting within the scope of his/her authority and (2) a Notice to Proceed has been issued.

The Commission reserves the right to cancel a recommended award of a contract without liability to the Commission at any time prior to (1) a Contract being executed by the Chief Procurement Officer or an authorized designee acting within the scope of his/her authority or (2) a Notice to Proceed being issued. Upon cancelling a recommended award, a recommended award may then be made to the next ranked responsive and responsible Bidder/Offeror or the Solicitation may be cancelled and re-advertised.

Failure by a Bidder/Offeror to execute a contract, submit such other documents as required by the

Contract Documents, or file acceptable insurance and bonds within the time directed shall be just cause for canceling the recommended award. Upon cancelling a recommended award, a recommended award may then be made to the next ranked responsive and responsible Bidder/Offeror or the Solicitation may be cancelled and re-advertised.

Subcontract plans must be entered and approved in the web-based compliance system in accordance with the Commission's directives. Failure by a Bidder/Offeror to comply with such directives shall be just cause for canceling a recommended award. Upon cancelling a recommended award, a recommended award may then be made to the next ranked responsive and responsible Bidder/Offeror or the Solicitation may be cancelled and readvertised.

A Notice to Proceed will be issued after (1) a contract has been executed by the Chief Procurement Officer or an authorized designee acting within the scope of his/her authority, (2) upon receipt and acceptance by the

Commission of a Bidder's/Offeror's insurance, bonds, any other designated documents, (3) upon verification of entry and acceptance of subcontracting plans in the web-based compliance system, and (4) upon approval of background investigations of employees to work on Commission property. The Notice to Proceed represents the final document required before a contract shall be considered accepted by the Commission and binding upon the

Commission.

3.16. MARYLAND PUBLIC INFORMATION ACT NOTICE

The Commission is subject to the Maryland Public Information Act. Bidders and Offerors are strongly encouraged to specifically identify those portions of their bids or proposals, if any, which they deem to contain protected trade secrets, confidential commercial information, confidential financial information, or confidential geological or geophysical information pursuant to Md. Code Ann., General Provisions, §§ 4-335 and 4-336.

4. ADDITIONAL INSTRUCTIONS TO OFFERORS

This Solicitation shall be conducted in accordance with the Commission’s or WSSC Water Procurement

Regulations: WSSC Water Code of Regulations, Title 6 Ch. 6.15. The following instructions are in addition to those contained in the Instructions to Bidders/Offerors included in the Solicitation.

4.1. REQUEST FOR PROPOSALS

This solicitation is being advertised through the Request for Proposal (RFP) process. Each proposal shall be evaluated to determine which proposal will be deemed the most advantageous offeror. The solicitation will be awarded in accordance with the guidelines outlined through WSSC’s Procurement Regulations (§ 6.15.320) for

Competitive Sealed Proposals.

4.2. PROPOSAL SUBMISSION

A. Submission

1. Only one Proposal may be submitted by an Offeror.

2. The Technical and Price Proposal shall be submitted via the eProcurement Portal at https://procurement.opengov.com/portal/wsscwater.

3. Proposals submitted in any form other than as specified herein may be deemed non-responsive and will not be considered for award. Oral and telegraphic proposals, including e-mail submissions, are considered invalid and will not be accepted or considered for award.

4. Proposals shall be concise, yet sufficiently comprehensive to set forth the Offeror’s understanding of the required services. Proposals must be organized to the structure described in these instructions to

Offerors.

4.3. EVALUATION FACTORS

All Proposals will be evaluated in accordance with WSSC Procurement Regulation 6.15.320, Competitive Sealed

Proposals. Accordingly, Offerors must note that a number of factors will be considered by WSSC in making an award. Price will not be the sole determining criterion.

Evaluation Factors

Key Personnel 35%

Firm's Experience 30%

Technical Approach 30%

Pricing 5%

4.4. PROPOSAL EVALUATION

A. Technical Proposals received will be evaluated by the Evaluation Committee based on the Offeror’s qualifications as described in the proposal.

https://procurement.opengov.com/portal/wsscwater

B. Proposals that do not meet the minimum requirements as stated in the Solicitation, or which are deemed non-responsive or non-responsible, will not be evaluated.

C. Shortlisting / Competitive Range – WSSC reserves the right, after the initial technical evaluation, to establish a competitive range and shortlist the highest-rated offerors for further consideration. Only shortlisted offerors’ price proposals will be opened and evaluated.

1. WSSC may conduct discussions and request Best and Final Offers (BAFOs) from shortlisted offerors and may make an award without discussions. Inclusion on a shortlist does not guarantee an award. WSSC may adjust the competitive range, reject any or all proposals, or cancel the solicitation at its sole discretion.

D. Price Proposals selected to proceed to the next phase will be opened and evaluated. Price proposals that are not selected to advance to the next phase will be unopened.

E. Once the Evaluation Committee has completed its review, the results of the Technical Proposals and the

Price Proposals will be combined for a final evaluation.

F. Offerors may be required to give an Oral Presentation to further address their Technical Proposal.

G. The proposal(s) deemed most advantageous to WSSC, taking into consideration the evaluation outlined in the Request for Proposal, will be recommended for award.

H. If two (2) or more proposals are equally ranked, WSSC reserves the right to select the proposal deemed most advantageous to WSSC by the Evaluation team.

I. The WSSC reserves the right to award this Contract based on Proposals received with or without further discussion or negotiation.

J. Offerors may be asked to submit Best and Final Offers (BAFO) after the price proposals have been opened.

K. All Offerors will be notified by the WSSC of the final awardee(s).

4.5. TECHNICAL PROPOSAL

The Technical Proposal must demonstrate the Minimum Qualifications of the Solicitation.

The Technical Proposal shall be no more than 30 single-sided pages in length (exclusive of the documentation required in Appendix C and OSDI Participation below), including the Project Manager’s resume, exhibits, appendices, attachments, required documentation, and forms required to be submitted with the Proposal.

Electronic copies shall be bookmarked to enable easy navigation of the PDF documents.

The Technical Proposal must clearly demonstrate the minimum qualifications. Proposals shall be page numbered and tabbed into the specified sections. The evaluation will be based on the following criteria:

TAB 1: Key Personnel

TAB 2: Firm's Experience

TAB 3: Technical Approach

Vendor Questionnaires

- Appendix C Forms (please refer to the vendor questionnaire )

- Office of Supplier Diversity Inclusion (OSDI) Participation (please refer to the vendor questionnaire )

4.6. Scoring Scale

5 – Excellent: Exceeds requirements; comprehensive, detailed, and well-documented; very low risk.

4 – Good: Meets requirements; minor weaknesses; low risk.

3 – Satisfactory: Generally meets requirements; moderate risk.

2 – Marginal: Partially meets requirements; significant weaknesses; high risk.

1 – Poor: Does not adequately meet requirements; major weaknesses; very high risk.

0 – Unacceptable: Fails to meet requirements; insufficient information; not eligible for award.

4.7. PRICE PROPOSAL

Price proposal will be evaluated on the reasonableness of cost and best value to WSSC Water.

Award shall be made to the most responsive and responsible Offeror whose proposal is determined to be most advantageous to WSSC, considering the evaluation factors outlined in this solicitation.

4.8. OFFEROR INQUIRIES

Offerors shall submit inquiries in writing through OpenGov, with each question submitted separately, to facilitate timely and accurate responses. Each submission shall include no more than one question.

5. GENERAL CONDITIONS - PROFESSIONAL SERVICES

5.1. CONTRACT DOCUMENTS

A. The Contract Documents include WSSC's Procurement Regulations (WSSC Code of Regulations, Title

6, Chapter 6.15), the Solicitation, Bonds, Notice of Award, Notice to Proceed, Change Orders, Drawings

(when applicable), Certificate of Substantial Completion, Specifications, these General Conditions, Special Conditions, Standard Details, Amendments, Addenda, Contract Execution Page, Appendix A from the Solicitation, Appendix B from the Solicitation, Appendix C forms completed by the

CONSULTANT, and Federal Contract Provisions when required.

B. The intent of the Contract Documents is that the CONSULTANT shall furnish all labor, materials, tools, equipment, and transportation necessary for the proper execution of the Work in accordance with the

Contract Documents and all incidental work necessary to complete the Project acceptable manner, ready for use, occupancy, or operation by the COMMISSION.

C. In resolving conflicts, errors, and discrepancies within the Contract Documents, the Documents shall be given precedence in the following order:

Federal Contract Provisions (only if identified and incorporated in the Contract Documents)

WSSC Procurement Regulations

Change Orders

Amendments

Addenda

Special Conditions

General Conditions

Contract Execution Page

Notice to Proceed

Notice of Award

Specifications/Statement of Work

Drawings (when applicable)

Appendix B to the Solicitation (Insurance & Bonding Requirements)

Appendix A to the Solicitation (MBE and/or SLBE requirements)

Appendix C to the Solicitation (Commission Forms completed by CONSULTANT)

5.2. ACCESS TO INFORMATION, PERSONNEL, COMMISSION FACILITIES

A. The COMMISSION shall furnish to the CONSULTANT all information and personnel that the

CONSULTANT shall deem pertinent in the execution of the Work under this Contract.

B. The COMMISSION shall assist and make provisions for the CONSULTANT to enter upon

COMMISSION facilities as required for the CONSULTANT to perform work under this Contract.

5.3. WORKING HOURS

A. The CONSULTANT will only be permitted access to the COMMISSION's facilities only during the working hours indicated in the scope of work.

B. If it becomes necessary for the CONSULTANT to perform work during COMMISSION non-working hours, permission to work must be granted by the Project/Contract Manager. The CONSULTANT will be required to furnish to the Project/Contract Manager a list of the CONSULTANT's employees who will be working. No additional compensation shall be paid for hours worked during non-working hours.

5.4. HOLIDAYS

A. Access to Commission facilities will be denied on holidays. It is the responsibility of the CONSULTANT to determine on which specific dates these holidays are observed by the Commission.

B. The Commission observes the following holidays: New Year's Day (Observed), Martin Luther King Jr.'s

Birthday, President's Day, Memorial Day, Juneteenth (Observed), Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, the day after Thanksgiving Day, Christmas Day

(Observed), General Election Day (even numbered years) and Inauguration Day.

5.5. TIME EXTENSION

A. All time extensions approved by the COMMISSION will be issued in writing as a formal change to the

Contract and as described in "Changes" herein. Failure to perform all work in accordance with the schedule, except where approved extensions exist, will be taken into consideration when evaluating the

CONSULTANT for future work with the COMMISSION.

5.6. COMPENSATION

A. Any costs incurred by the CONSULTANT in excess of the agreed upon compensation and without the issuance of a formal written change order shall not be paid by the COMMISSION.

B. The CONSULTANT will submit periodic invoices for payment, but not more frequently than monthly, for work and services performed under this Contract. Such invoices shall be prepared by the

CONSULTANT supplemented and accompanied by supporting data, which is satisfactory to the

COMMISSION. A list of employees employed by the CONSULTANT on each invoice to perform the direct services and their respective hourly rates shall be included on each invoice along with a brief description of the work performed and the day it was done. Each invoice shall also include a running total of all funds billed under this Contract to date.

C. It is understood and agreed that the compensation herein provided to be paid by the COMMISSION is for the services of the CONSULTANT on the project as described herein and does not include any assistance in preparation for or during the progress of litigation to which the COMMISSION is a party The

CONSULTANT agrees to assist the COMMISSION in matters of litigation upon request and upon reasonable compensation to be negotiated for such services requested. The CONSULTANT shall not be entitled to any compensation for any assistance or services requested or rendered in any matter involving claims by third parties against the COMMISSION arising out of the fault or negligence on the part of the

CONSULTANT or his agents.

D. For services performed by the CONSULTANT under this Contract, and as full and complete compensation therefore, except as otherwise expressly provided herein, the COMMISSION will pay to the CONSULTANT allowable costs and fees as set forth in the pricing sheet.

E. The Contract value shall not be exceeded without a formal change order being issued to this Contract.

Any costs incurred by the CONSULTANT in excess of the Contract value without a formal change order to this Contract shall not be paid by the COMMISSION.

5.7. CHANGES

A. The COMMISSION may, at any time, by written order, make changes within the general scope of this

Contract in the services or Work to be performed. If such changes cause an increase or decrease in the

CONSULTANT's cost of, or time required for, performance of any services under this Contract, whether or not changed by any written order, the CONSULTANT may submit a claim in accordance with WSSC

Code of Regulations, Title 6, Chapter 6.15.580(b).

B. No services for which additional compensation will be charged by the CONSULTANT shall be accepted without the written authorization of the COMMISSION.

5.8. PROPERTY DAMAGE

A. Should any damage to COMMISSION property be caused by the CONSULTANT, employees or agents of the CONSULTANT, the CONSULTANT will be required to report them to the COMMISSION's

Project/Contract Manager and make repairs immediately, to the satisfaction of the COMMISSION's

Project/Contract Manager and at no cost to the COMMISSION. The COMMISSION may, however, elect to make repairs or replace the damaged property and deduct the cost of repairs or replacement from monies due, or to become due, the CONSULTANT.

5.9. PROJECT MANAGEMENT

A. The COMMISSION and the CONSULTANT shall each designate a Project/Contract Manager within fourteen (14) days from date of this Contract to represent each party respectively and be responsible as the individual in charge of administering and carrying out provisions of this Contract. Once so designated by the CONSULTANT this Project/Contract Manager shall not be changed unless specifically allowed or requested by the COMMISSION.

B. The CONSULTANT shall advise the COMMISSION of the Project/Contract Manager's qualifications and the COMMISSION shall have the right of approval or rejection of the CONSULTANT's designated

Project/Contract manager

5.10. FAILURE TO PERFORM

A. Failure of the CONSULTANT to (a) deliver or perform the required goods or services within the time specified or within a reasonable time as interpreted by the Chief Procurement Officer or (b) to make replacements of rejected articles immediately or as directed by the Chief Procurement Officer shall constitute authority for the Chief Procurement Officer purchase in the open market goods or services of comparable grade to replace the goods or services not delivered or rejected. On all such purchases, the

CONSULTANT shall reimburse the COMMISSION within a reasonable time as specified by the Chief

Procurement Officer for any expense incurred in excess of Contract prices, including any administrative costs.

B. Should public necessity demand it, the COMMISSION reserves the right to use or consume articles delivered or services performed which are substandard in quality, subject to an adjustment in price to be determined by the Chief Procurement Officer. The CONSULTANT shall not be liable for any excess costs if acceptable evidence has been submitted to the Chief Procurement Officer that failure to perform this

Contract was due to causes beyond the control and without the failure or negligence of the

CONSULTANT.

C. The remedies provided in this General Condition are in addition to any other rights and remedies provided by law or under any other provisions of this Contract.

5.11. TERMINATION

A. In accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.590, the COMMISSION may, by written notice to the CONSULTANT, terminate this Contract in whole or in part at any time, either for the COMMISSION's convenience or default because of the failure of the CONSULTANT to perform services timely, failure to meet standards required, or fulfill the CONSULTANT's obligation under this

Contract. Upon receipt of such notice, the CONSULTANT shall:

1. Immediately discontinue all services affected upon receipt of termination notice, and

2. Deliver to the COMMISSION any work product, including but not limited to all designs, surveys, data, drawings, specifications, reports, computations, estimates, summaries, computer programs, and such other information and materials as may have been provided by the COMMISSION or accumulated by the CONSULTANT in performing this Contract, whether completed or in progress.

5.12. RIGHT TO AUDIT

A. In accordance with Procurement Regulation §4-602, the CONSULTANT agrees to maintain books, accounts, records, documents and other evidence directly pertinent to the performance of this Contract in accordance with generally accepted accounting principles and practices consistently applied. (The foregoing constitutes "records" for purposes of this Contract).

B. In accordance with Procurement Regulation §4-603, the CONSULTANT'S facilities and plants, or such part thereof as may be engaged in the performance of this Contract, and records shall be subject at all reasonable times to audit, examination, inspection or reproduction by the COMMISSION, the State of

Maryland, or any of their authorized representatives.

C. The CONSULTANT shall preserve and make available its records until the expiration of five (5) years after the Contract expiration date or after the acceptance of Work, whichever is last, or by other provisions of this Contract, or by (1) or (2) as follows:

1. If the Contract is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period of five (5) years from the date of any resulting final settlement.

2. Records which relate to appeals or disputes, litigation, or settlement of claims arising out of the performance of this Contract shall be retained until final disposition of such appeals, litigation, or claims. The CONSULTANT shall insert the substance of this section in each subcontract issued as a result of this Contract.

5.13. SUSPENSION OF SERVICES

A. The COMMISSION may at any time, suspend, delay, interrupt, or stop the performance of any or all of the services by written notice to the CONSULTANT. At the Commission's discretion, in the event of such suspension of services, all allowable costs which are deemed by the parties hereto as reasonably and necessarily incurred by the CONSULTANT in suspending the services shall be paid by the

COMMISSION, including all costs incurred during the period of suspension and additional costs incurred in reactivating the services. Such payment shall not duplicate costs included under any prior progress payments. The CONSULTANT must itemize the costs involved, provide satisfactory documentation as required by the COMMISSION, and must demonstrate that such services as were provided during the suspension were in direct support of overall services to be performed. Both parties also recognize that the

COMMISSION may impliedly suspend the services by delays in its review, comment and action on the submitted data, plans, reports, and other documents transmitted to the COMMISSION and for which there shall be no additional compensation.

B. The COMMISSION's right to suspend this Contract is in addition to and not in substitution for the

COMMISSION's right to terminate as stated herein.

5.14. INTERPRETATION

A. In the interest of brevity, this Contract frequently omits modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. The term "days" as used in this Contract shall mean calendar days as defined by with WSSC Code of Regulations, Title 6, Chapter 6.15.050(s). The headings contained in this Contract are inserted only for ease of reference and are not meant to and shall not define, limit, or in any way affect the terms and provisions set forth therein.

Each of the parties acknowledges that this is a fair Contract and is not the result of fraud, duress or undue influence exercised upon it by any person or entity. Each party acknowledges that it has read this Contract, has participated in its negotiation, understands its contents, and has had the opportunity to obtain the assistance of legal counsel of its choice.

5.15. ASSIGNMENT

A. This Agreement is binding on the heirs, successors, and assigns of the parties hereto. In accordance with

WSSC Code of Regulations, Title 6, Chapter 6.15.240(a) this Agreement is not assignable without the written consent of the Chief Procurement Officer.

5.16. SEVERABILITY

A. If any term or provision of this Contract, or the application thereof to any person or circumstance, shall be invalid or unenforceable to any extent, the remainder of this Contract or the application of this Contract to persons or circumstances other than those against whom or which such term or provision is invalid or unenforceable, shall not be affected thereby; and each term and provision of this Contract shall be valid and enforceable to the fullest extent permitted by applicable laws.

5.17. NO THIRD PARTY RIGHTS

A. Nothing in this Contract shall be deemed to create a joint venture or partnership between the

COMMISSION and the CONSULTANT; nor shall anything contained in this be deemed to give any third party any claim or right of action against the COMMISSION or the CONSULTANT; nor shall anything contained in this Contract be deemed to cause the CONSULTANT to become the agent of the

COMMISSION or to otherwise alter the CONSULTANT'S independent CONSULTANT relationship with the COMMISSION.

5.18. FORCE MAJEURE

A. Neither party shall be considered in default in the performance of its obligations hereunder to the extent that performance of such obligations is delayed, hindered or prevented by any cause which is beyond the reasonable control of such party (hereinafter called "Force Majeure"). Force Majeure includes but is not limited to any of the following if reasonably beyond the control of the party claiming Force Majeure: war

(declared or undeclared), blockages, hostilities, revolutions, riots, strikes, lockouts or other labor disturbances, epidemics, fires, storms, delays or interruptions in transportation, or any laws, regulations or ordinances of any government, governmental agency or court having or claiming to have jurisdiction over any part of the services, including laws, regulations or ordinance pertaining to the protection of the environment, or obtaining permits required by any such government, governmental agency or court, or any other cause (whether or not of kinds specifically mentioned herein) that is not reasonably within the control of the party claiming Force Majeure. In accordance with WSSC Code of Regulations, Title 6, Chapter 6.15.580(b), the CONSULTANT shall file with designated Contract Administrator any claims that arise from a Force Majeure event.

5.19. BRIBES

A. A bribe or attempt to bribe any employee or officer of the COMMISSION by the CONSULTANT shall be considered a fraudulent and bad faith act, and shall thus empower the COMMISSION to invoke its rights and the Contract may be declared null and void pursuant to WSSC Code of Regulations, Title 6, Chapter 6.15.570.

5.20. COVENANT AGAINST CONTINGENCY FEES

A. The undersigned person authorized to execute this proposal on behalf of the firm or corporation offering services hereunder, warrants that he or she or any member of the contracting firms has not employed or retained any representative, individual or firm, other than a bona fide employee working solely for the contracting professional or firm to solicit or secure any contracts hereunder and furthermore warrants that there has not been any payment or promise or agreement to pay anyone a fee, COMMISSION, percentage, gift, or any other consideration contingent upon or resulting from the award of this Contract under this proposal.

B. For the breach or violation of this provision, the COMMISSION shall have the right to terminate any

Contract resulting from this proposal without liability and, at its discretion, deduct from the Contract price or otherwise recover the full amount or the value of such fee, COMMISSION, percentage, gift, or consideration. This right of recovery by the COMMISSION shall not be a bar to any charges or violations of any federal, state or local law brought before a court of competent jurisdiction by any party, including the COMMISSION.

5.21. SUBCONTRACTING

A. The CONSULTANT shall not award work to sub-consultants in excess of 49 percent of the Contract value.

B. The CONSULTANT shall report the use of subcontractors, manufacturers, and suppliers during the course of the Contract as set forth in the Contract Documents.

C. The CONSULTANT shall be fully responsible to the COMMISSION for the acts and omissions of the

CONSULTANT'S subcontractors, manufacturers, suppliers, and of persons either directly or indirectly employed by them, as he is for the acts and omissions of persons directly employed by him.

D. The CONSULTANT shall be fully responsible for the coordination of the work of the trades, subcontractors, manufacturers and suppliers, and their officers, agents, and employees.

E. The CONSULTANT shall cause appropriate provisions to be inserted in all subcontracts relative to the

Work to bond subcontractors to the CONSULTANT by the terms of the Contract Documents insofar as applicable to the Work of subcontractors and to give the CONSULTANT the same power as regards terminating any subcontract that the COMMISSION may exercise over the CONSULTANT under any provision of the Contract Documents.

F. Nothing contained in the Contract Documents shall create any contractual arrangement between any subcontractor and the COMMISSION.

G. The Commission will require all CONSULTANTS to report subcontractor/supplier payments on a monthly basis utilizing the WSSC's Web-Based Compliance System. The CONSULTANT shall enter all payment information within 30 days of receipt of payment from WSSC until final payment, and the subcontractor(s)/supplier(s) shall validate payment received within 30 days of receipt of payment from the CONSULTANT until final payment. Instructions on entering data are located on WSSC's website at:

http://www.wsscwater.com/home/jsp/content/slmbe-program.faces.

H. Failure to report payments on WSSC's Web-Based Compliance System, as described above, will result in delay in payment(s). Final payment may not be made until all subcontractor payment(s) are reported and verified.

http://www.wsscwater.com/home/jsp/content/slmbe-program.faces

I. Failure to comply with the requirements herein will be considered in the evaluation of the

CONSULTANT'S responsibility in performing future contracts.

J. No additional compensation will be allowed for meeting the requirements of this section. Questions concerning WSSC's Web-Based Compliance System shall be directed to the SLMBE Office at 301- 206-

8800 or email at wsscwebcompliance@wsscwater.com.

5.22. INDEMNIFICATION AGREEMENTS

A. GENERAL LIABILITY: The CONSULTANT shall defend, indemnify and save harmless the

COMMISSION from any and all suits, claims, actions, damages or costs of every name and description, including reasonable attorney's fees to which the COMMISSION may be subject, including but not limited to any suit, claim, or action alleging injury to persons (bodily injury, including death, or any personal injury) or property damage as a result of the Work, caused or alleged to be caused by the negligence or willful acts of misconduct on the part of the CONSULTANT, their servants or agents, (other than arising out of CONSULTANT'S professional services). Monies to become due the CONSULTANT under the

Contract as may be considered necessary by the COMMISSION shall be retained by the COMMISSION until such suits or claims for damages shall have been settled or until the CONSULTANT furnishes to the

COMMISSION satisfactory evidence of insurance coverage with respect to such suits or claims or post a bond in the amount of the dispute in a form satisfactory to the COMMISSION.

B. PROFESSIONAL LIABILITY: The CONSULTANT shall defend, indemnify and save harmless the

COMMISSION from any and all suits, claims, actions, damages or costs of every name and description, including reasonable attorneys' fees to which the COMMISSION may be subject, including but not limited to any suit, claim or action alleging injury to persons (bodily injury, including death, or any personal injury) or property damage as a result of CONSULTANT'S professional services, caused or alleged to be caused by the negligence or willful acts of misconduct on the part of the CONSULTANT, their servants or agents. The COMMISSION shall retain monies owed the CONSULTANT until such suits or claims for damages shall have been settled or until the CONSULTANT furnishes to the COMMISSION satisfactory evidence of insurance coverage with respect to such suits or claims or post a bond in the amount of the dispute in a form satisfactory to the COMMISSION.

C. Monies due or to become due the CONSULTANT under the Contract as may be considered necessary by the COMMISSION shall be retained by the COMMISSION until such suits or claims for damages shall have been settled or otherwise disposed of or satisfactory evidence to that effect has been furnished to the

COMMISSION.

5.23. OWNERSHIP RIGHTS

A. The CONSULTANT shall vest in the COMMISSION title to all computer programs, reports, exhibits, calculations, program modifications, parameters, coding or any other products of work produced or delivered to the COMMISSION hereunder in the performance of this Contract and this material shall be the sole property of the COMMISSION and be made available to the COMMISSION immediately upon…