Carbon Dioxide ITB No. TVWD- ITB20250818 Advertisement - 1

Invitation to Bid

FOR

ITB NO. TVWD – ITB20250818

1. Advertisement

2. Instructions to Bidders

3. Bid Form 6

4. Noncollusion Affidavit

5. Contract for Chemical Delivery

Exhibit A: Standard Terms and Conditions Exhibit B: Compensation Exhibit C: CO2 Technical Specifications Exhibit D: CO2 Scope of Work Exhibit E: CO2 Transportation and Delivery Plan Exhibit F: Chemical Custody Form Bidder Checklist

ITB No. TVWD- ITB20250818 Advertisement - 2

1. Advertisement Tualatin Valley Water District (District), as the Managing Agency and on behalf of the Willamette Water Supply System (WWSS) wishes to purchase Carbon Dioxide (CO2) in bulk quantities for delivery to the WWSS Water Treatment Plant (WTP). Interested vendors must submit bids.

All bids must be submitted to Janet Fleshman, Procurement Specialist (Bid Contact), by Thursday, September 4, 2025, local time (Bid Closing Time), at https://bidlocker.us/details/5264_Carbon_Dioxide_Itb_2025. The bidding documents, including specifications, are available on Bid Locker. Bidders must sign up with Bid Locker at https://bidlocker.us/Home/bidlockerus. There is no cost to register.

Registration with Bid Locker requires a correctly completed Confidentiality Agreement, which is available through the registration process. Following completion of the requested vendor information and upload of the Confidentiality Agreement, the vendor profile will be sent for a manual approval.

Please allow one business day for your vendor profile to be approved. If it has not been approved within one business day, or if you have questions about this process, please contact bidsandproposals@tvwd.org. Bidders are advised to ensure that their Bid Locker vendor profile is active and approved a minimum of three business days prior to the Bid Closing Time to prevent any issues with submitting a bid on time. Late bids, hard copy submissions, and submissions via fa or email will not be accepted.

Bid documents may also be obtained in electronic or hard copy format by contacting Megan Verdoorn at Plan Center Northwest, PO Box 2486, Clackamas, OR 97015, 503.76.0148, megan@plancenternw.com, www.plancenternw.com. If a potential bidder obtains the ITB from Plan Center Northwest, the bidder is still responsible for registering with Bid Locker to submit their bid.

Bidders will be notified via email when addenda are published. It is the responsibility of the bidder to obtain all addenda. If the ITB was downloaded from Bid Locker, there will be a link for addenda provided in the automated email.

There is no pre-bid conference.

Bids will be publicly opened and read aloud by telephone conference immediately after the Bid Closing Time. Bidders can attend the opening by calling the telephone conference number 971.300.4841, passcode 418 524 326#.

Bidders need not be licensed under ORS 468A.720 (regarding licensing of contractors on projects involving asbestos abatement).

District reserves the right to cancel this ITB, reject any and all bids not in compliance with prescribed public contracting procedures and requirements, including proposer responsibility under ORS 279C.375(3)(b), and may reject for good cause any and all bids upon District’s finding that it is in District’s or the public’s best interest to do so. District reserves the right to waive informalities and to negotiate a contract with the highest-scoring bidder.

Advertised August 18, 2025.

https://bidlocker.us/details/5264_Carbon_Dioxide_Itb_2025 https://bidlocker.us/Home/bidlockerus mailto:bidsandproposals@tvwd.org mailto:megan@plancenternw.com http://www.plancenternw.com/

ITB No. TVWD- ITB20250818 Instructions to Bidders - 3

2. Instructions to Bidders

1. Documents/Definitions

1.1. This Bid packet consists of the following documents:

Advertisement

Instructions to Bidders

Bid Form

Noncollusion Affidavit

Contract

Exhibit A: Standard Terms and Conditions

Exhibit B: Compensation

Exhibit C: Technical Specifications

Exhibit D: Scope of Work for Carbon Dioxide

Exhibit E: Transportation and Delivery Plan

Exhibit F: Chemical Custody Form

1.2. Addenda, if any, issued by District prior to the opening of bids that modify or interpret the bidding documents.

2. Basis for Award

2.1. If District awards the Contract, the Contract will be awarded to the lowest responsible bidder.

The lowest responsible bidder will be the bidder with the lowest total price who substantially complies with all bidding procedures and requirements. In case of mathematical errors, unit prices will prevail. The total price will be equal to the unit price multiplied by District’s estimated Goods usage during the contract term. The usage estimate is intended for bidding purposes only. Because the usage may be affected by factors that cannot be predicted and that are outside of District’s control, actual usage may vary significantly from the estimate.

3. Bid Submittal Instructions

3.1. BID PRICES MUST BE ENTERED DIRECTLY INTO BID LOCKER AND ALL REQUIRED

FORMS MUST BE UPLOADED TO BID LOCKER FOR A BID TO BE RESPONSIVE. Late Bids and Bids sent via facsimile, email, or in hard copy will be rejected as non-responsive.

3.2. Bid Form Instructions. Fill in the blanks on the Bid Form as follows:

3.2.1. ORS 279A.120 requires that the District, in determining the lowest responsible bidder, must add a percent increase on the bid of a nonresident bidder equal to the percent, if any, of the preference given to that bidder in the state in which that bidder resides.

Consequently, each bidder must indicate whether it is a resident or nonresident bidder.

ITB No. TVWD- ITB20250818 Instructions to Bidders - 4

Resident or nonresident bidder status (enter an “X” in the appropriate space on the bid form). A “resident bidder” is a bidder that has paid unemployment taxes or income taxes to the State of Oregon during the 12 calendar months immediately preceding submission of the bid, has a business address in the State of Oregon and has stated in the bid whether the bidder is a “resident bidder.” ORS 279A.120(1)(b).

3.2.2. Indicate whether the Bidder received any Addenda by inserting the number(s) of the Addenda received in the blank space provided.

3.2.3. Indicate if your company offers an early payment discount for payments received sooner than the standard net thirty days. This provision will not be evaluated for purposes of determining the lowest responsible bidder.

3.3. Noncollusion Affidavit Form Instructions

3.3.1. Complete the Noncollusion Affidavit included in the bidding documents and have it notarized. Submit it with your bid form.

3.4. Required Supplemental Information. Include the following in the Bid Locker submission:

3.4.1. Safety Data Sheets (SDS)

3.4.2. Documentation demonstrating Bidder’s compliance with NSF/ANSI Standard 60

3.4.3. Bidder’s Transportation Plan

3.4.4. Technical Data Sheet of Product

3.4.5. Sample Bill of Lading

3.4.6. Sample Invoice

3.4.7. Sample Certificate of Analysis

4. Modification and Withdrawal of Bids

4.1. Bidders may withdraw, revise, and resubmit Bids from Bid Locker up to the Bid Closing Time.

5. Notification of Errors/Clarification

5.1. Bidders must notify District at least five calendar days prior to the Bid Closing Time of any ambiguity, inconsistency, need for clarification, or error in the bidding documents. District will not consider questions concerning, or objections to, the bidding documents after that date.

This section is not intended to allow any bidder to negotiate with District. Negotiation is prohibited under the law that governs this ITB. All questions should be directed to the Bid Contact listed in the Advertisement.

6. Bids Must be Firm Offers

6.1. All bids must be offers to sell at a price that will remain firm for a minimum of 90 days. Note:

the foregoing concerns the duration of the offer only. In the event the offer is accepted and a Contract is awarded, the offer price will become the Contract price and the Contract price will remain firm for the duration of the Contract.

ITB No. TVWD- ITB20250818 Instructions to Bidders - 5

7. Bids Must be Responsive

7.1. In accordance with applicable law, District will reject any bid that District determines is not substantially in compliance with the bid specifications and all procedures and requirements.

8. Contract Terms

8.1. The successful bidder will be required to sign the Contract contained in the bid packet. No changes to the Contract will be allowed. Submission of a bid constitutes acceptance of the terms of the Contract.

9. Rejection of Bids

9.1. District reserves the right to reject all bids or any bid not conforming to the intent and purpose of the Contract Documents. District reserves the right to waive any informality or irregularity in any bid or bids, to reject any bid not in compliance with all prescribed public bidding procedures and requirements, and to reject any and all bids, for good cause, upon a finding by the District that it is in the public interest to do so.

10. Addenda

10.1. Addenda will be posted to Bid Locker and all Bidders who have downloaded the Bid Forms will automatically receive email notification that Addenda are available. It is the Bidder’s sole responsibility to acquire any addenda.

11. Protest Process

11.1. Once a decision is made as to which Bidder is to receive the award, a Notice of Intent to Award will be posted on Bid Locker. A notification that the Notice of Intent to Award has been posted will be automatically emailed to all Bidders. Per ORS 279 and the District’s procurement procedures, once Notice of Intent to Award a contract is posted, an aggrieved bidder may protest the award within the seven-day period after the Notice of Intent to Award is posted. An aggrieved bidder is a bidder who is adversely affected and has a right to protest the award. To be adversely affected, the aggrieved bidder must claim itself as lowest responsive, responsible, or best bidder and must be next in line for award. Protests received after the seven-day period will not be considered.

ITB No. TVWD- ITB20250818 Bid Form - 6

3. Bid Form This Bid is submitted to Tualatin Valley Water District (District) by the undersigned bidder (Bidder).

Bidder proposes and agrees, if this Bid is accepted, to enter into a Contract with District which contains the terms and conditions of the Contract contained in the bid packet.

Bidder states that this Bid, and the prices submitted in Bid Locker, will constitute a firm contract offer that will be held open for a period of 45 days.

Bidder certifies that Bidder has not and will not discriminate against minority, women or emerging small business enterprises in obtaining any required subcontracts.

Bidder represents that Bidder has examined complete copies of all documents contained in the Bid packet.

Bidder acknowledges receipt of Addenda Nos, ___ through ___. (Insert the number(s) of the addenda received.)

Bidder is a Resident bidder Nonresident bidder, State:

Early Payment Discount Amount of Discount

Bidder

Address

Phone Email

By: Date

Printed Name Title

Primary contact (if different than signer above):

Name Title

Phone Email

ITB No. TVWD-ITB20250818 Noncollusion Affidavit - 7

4. Noncollusion Affidavit State of ) County of )

Contract Bid Name: Purchase of Carbon Dioxide

I, as , Name of Person Signing this Affidavit Signer’s Title of (Bidder) hereby state that I am authorized to Name of Company Submitting Bid make this affidavit on behalf of this firm and its owners, directors, and officers. I am the person responsible in this firm for the price(s) and the amount of this bid.

I state that:

1. The price(s) and the amount of this bid have been arrived at independently and without consultation, communication, or agreement with any other contractor, bidder, or potential bidder, except as disclosed on the attached appendix.

2. Neither the price(s) nor the amount of this bid, and neither the approximate price(s) nor approximate amount of this bid, have been disclosed to any other firm or person who is a bidder or potential bidder, and they will not be disclosed before bid opening.

3. No attempt has been made or will be made to induce any firm or person to refrain from submitting a bid on this contract, or to submit a bid higher than this bid, or to submit any intentionally high or noncompetitive bid or other form of complementary bid.

4. The bid of this firm is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive bid.

5. Bidder and its affiliates, subsidiaries, officers, directors, and employees are not currently under investigation by any governmental agency and have not in the last four years been convicted of or found liable for any act prohibited by state or federal law in any jurisdiction, involving conspiracy or collusion with respect to submitting a bid on any public contract.

6. I state that Bidder understands and acknowledges that the above representations are material and important, and will be relied on by Tualatin Valley Water District in awarding the contract(s) for which this bid is submitted. I understand and this firm understands that any misstatement in this affidavit is and will be treated as fraudulent concealment from Tualatin Valley Water District of the true facts relating to the submission of bids for this contract.

Signature

Sworn to/affirmed before me this ____ day of ____________, 20__, by _________________________.

printed name of signer

Official Stamp:

Notary Public

SupplierName Contract TVWD Contract No. TBD Page 8 of 35

5. Contract for Chemical Delivery

TVWD CONTRACT NO. TBD

DISTRICT SUPPLIER

Tualatin Valley Water District TBD 1850 SW 170th Avenue Beaverton, OR 97003 Primary contact: Janet Fleshman Primary contact:

Phone: 503.848.3000 Phone:

Email: janet.fleshman@tvwd.org Email:

This Contract, dated __________ is between Tualatin Valley Water District, in its role as the Managing Agency for the Willamette Water Supply System (District) and TBD (Supplier) as follows:

1. Recitals

1.1. Supplier submitted a Bid in response to the District’s Invitation to Bid (ITB) for Carbon Dioxide

(CO2).

1.2. District and Supplier wish to enter into a Contract under which District will purchase CO2.

2. Description

2.1. District will purchase CO2 from Supplier in accordance with the terms and conditions contained herein, including the following Exhibits:

2.1.1. Exhibit A: Standard Terms and Conditions

2.1.2. Exhibit B: Rates

2.1.3. Exhibit C: Technical Specifications

2.1.4. Exhibit D: Scope of Work for Carbon Dioxide

2.1.5. Exhibit E: Transportation and Delivery Plan

2.1.6. Exhibit F: Chemical Custody Form

3. Authorized Representatives

3.1. District may assign Authorized Representative(s) to make and schedule purchases and delivery of CO2 from Supplier for delivery to District’s site(s) set forth in Exhibit E.

3.2. District hereby assigns the following staff from the City of Hillsboro as Authorized Representatives for this Contract:

3.2.1. Zac Bertz (copy on invoices) zac.bertz@hillsboro-oregon.gov

3.2.2. Michael Page michael.page@hillsboro-oregon.gov

3.2.3. Patrick Barr pat.barr@hillsboro-oregon.gov

3.2.4. District may revise Authorized Representatives and contact information via email notification to Supplier pursuant to Exhibit A, Section 2.

4. Compensation

District agrees to pay Supplier as set forth in Exhibit B: Rates.

mailto:zac.bertz@hillsboro-oregon.gov mailto:michael.page@hillsboro-oregon.gov mailto:pat.barr@hillsboro-oregon.gov

TVWD Contract No. TBD Page 9 of 35

5. Term of Contract

Unless earlier terminated, this Contract shall have an initial term of one year and then shall renew automatically for three additional one-year terms unless either party gives written notice to the other of intent not to renew by July 1 in advance of the October 1 anniversary date as provided in Exhibit A, Section 2: Notices. If such notice is given, then the Contract will terminate on September 30 unless the Parties otherwise agree.

6. Integration

This Contract incorporates all standard terms and conditions attached hereto and all other Contract documents. Supplier agrees it has received the full set of Contract documents.

IN WITNESS WHEREOF, the parties have caused this Contract to be executed by their duly-authorized agents.

TUALATIN VALLEY WATER DISTRICT SUPPLIER

By: By:

Chief Executive Officer or Designee

TVWD Contract No. TBD Page 10 of 35

CONTENTS

1. Recitals

2. Description

3. Authorized Representatives

4. Compensation

5. Term of Contract

6. Integration

Exhibit A: Standard Terms and Conditions

1. Definitions

2. Notices

3. Examination

4. Time is of the Essence

5. Excusable Delays

6. Testing

7. Shipment; Risk of Loss

8. Repair of Damage

9. Confidentiality

10. Independent Contractor

11. Indemnification

12. Limitation of Liability

13. Insurance

14. Change Orders, Amendments, Waivers

15. Dispute Resolution

16. Choice of Law/Venue

17. Oregon Registration

18. Appropriation of Funds

19. Termination

20. Non-Discrimination

21. Audit

22. Severability

23. Successors, Assigns, and Subcontractors

24. Compliances

25. Security Compliance

26. Survival of Obligations

27. Setoff

28. Non-Exclusive Contract

29. No Publicity

30. Price Warranty

31. Waiver

32. Entire Agreement

33. Counterparts; Copies of Signatures ... 18

Exhibit B: Compensation

1. Invoicing

2. Payment Terms

3. Price Escalation

4. Prices

Exhibit C: CO2 Technical Specifications

1. Inspection/Testing

2. Quality Specifications

3. Affidavit of Compliance

4. Sampling

5. Security and Rejections

Exhibit D: CO2 Scope of Work

1. Critical Need

2. Supply

3. Tank Info

4. Estimated Usage

5. Ordering Procedures

6. Training

7. Safety and Personal Protective Equipment

8. Customer Service

9. Performance

10. Contract Default

Exhibit E: CO2 Transportation and Delivery Plan

1. Transportation Plan

2. Mandatory Documentation

3. Delivery Procedure

4. Offloading Cryogenic Gases

5. Spill Responsibilities

Exhibit F: Chemical Custody Form Bidder Checklist

SupplierName Exhibit A: Standard Terms and Conditions TVWD Contract No. TBD Page 11 of 35

Exhibit A: Standard Terms and Conditions

1. Definitions

The following terms shall have the meanings set forth below:

1.1. “Authorized Representative” means any agent of District that may purchase Chemicals on behalf of District as set forth in the Contract.

1.2. “Bidding Documents” means the advertisement or invitation to bid, instructions to bidders, bid security form, if any, the bid form with any supplements, proposed Contract Documents, and all addenda.

1.3. “Chemicals” or “CO2” shall mean the Carbon Dioxide, deliverables, software, machinery, equipment, supplies, and materials related to, ordered as referenced in the Contract Documents.

1.4. “City of Hillsboro” or “Hillsboro” means the City of Hillsboro, a municipal corporation organized under the laws of the State of Oregon, with a principal place of business at 150 E Main Street, Hillsboro, OR 97123-4028.

1.5. “Contract Documents” means the Contract, all referenced Exhibits, all supporting documents for this Contract any and all purchase orders issued by the District pursuant to the Contract, these standard terms and conditions, any special terms and conditions, all addenda, amendments, change orders and modifications to the Contract, and all referenced attachments.

1.6. “Designated Site” means the delivery site(s) designated in the Contract Documents; or, that may otherwise be identified from time to time by District at their sole discretion.

1.7. “District” means Tualatin Valley Water District, a Domestic Water Supply District organized under the laws of the State of Oregon, with its principal place of business at 1850 SW 170th Avenue, Beaverton, OR 97003.

1.8. “Laws and Regulations” means any and all applicable state, federal and local laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction.

1.9. “Managing Agency” means Tualatin Valley Water District, as the designated management agency of the Willamette Water Supply System for oversight and management of procurement, contracting, operations, and maintenance.

1.10. “Supplier” means the vendor or Supplier set forth in the Contract Documents.

1.11. “Water Treatment Plant” or “WTP” means the WWSS facility producing potable drinking water and may also be referred herein as the “Premises”.

1.12. “Willamette Water Supply System” or “WWSS” means the seismically resilient water system that includes the Water Treatment Plant as well as a water intake on the mid-Willamette River, transmission pipes, reservoirs and other facilities to produce and deliver potable drinking water to the District and the cities of Beaverton and Hillsboro.

1.13. “Work” means all materials, maintenance, labor, equipment and services related to, ordered for or incorporated into the delivery of CO2 referenced in the Contract Documents, including any Work

TVWD Contract No. TBD Page 12 of 35 a similarly situated Supplier would reasonably infer as necessary to perform the scope of work set forth in the Contract Documents.

1.14. “WWSS Staff” means any authorized staff at the WWSS water treatment plant.

2. Notices

2.1. Notices to Supplier shall be sent to Supplier’s primary contact as named in the Contract.

2.2. Notices to District shall be sent to District’s primary contact as named in the Contract and copied to purchasing@tvwd.org and the Authorized Representatives named in the Contract in Section 3 or the revised Authorized Representatives as provided to Supplier.

3. Examination

3.1. Supplier represents that Supplier has visited District’s delivery site(s) as depicted in Exhibit E or has knowledge of the circumstances and conditions, including but not limited to those bearing upon transportation requirements and restrictions, disposal, handling, and storage of materials, availability of materials, labor, water, electric power, and roads, uncertainties of river stages, as related to the delivery, storage, transfer, and use of the Chemicals sold under this Contract, and further represents that Supplier has correlated the observations or knowledge with the requirements of the Contract documents, and assumes the risk thereof. Supplier has further satisfied itself as to the hazards likely to arise from weather conditions. Failure to make such observations or to possess such knowledge will not release Supplier from any obligations herein.

4. Time is of the Essence

4.1. Time is of the essence in the performance of this Contract. Supplier will deliver the CO2 as set forth in Exhibit E.

5. Excusable Delays

5.1. Neither District nor Supplier will be responsible for or liable for damages resulting from delays due to causes beyond their reasonable control, including, but not limited to, acts of God, acts or omissions of governmental authorities, strikes, lockouts, acts of the public enemy, wars, blockades or civil disturbances. In the event of such a delay, the scheduled delivery date for the Chemicals will be extended for a period equal to the length of the delay. Supplier must immediately notify District and the Authorized Representative in writing not more than 24 hours after the occurrence of any event that Supplier believes will result in such a delay. The failure of Supplier to provide such notice will result in a waiver of Supplier’s right to claim that the delay is excusable.

6. Testing

6.1. Supplier will test the goods as set forth in Exhibit C.

7. Shipment; Risk of Loss

7.1. Supplier will bear the risk of loss to the CO2 until Supplier has completed delivery.

TVWD Contract No. TBD Page 13 of 35

8. Repair of Damage

8.1. Supplier will promptly repair all damage to District’s premises and equipment caused by Supplier.

Supplier will repair the premises and equipment to its original condition and in a manner that does not result in the cancellation or impairment of warranties issued by third parties concerning any portion of the premises or equipment.

9. Confidentiality

9.1. District may provide Supplier with confidential information for the purposes of assigning Work under this Contract. No reports, WTP site maps or equipment detail, other information or data given to or prepared or used by Supplier under the Contract documents shall be made available to any individual or organization by Supplier without the prior written approval of District. Upon District request, Supplier shall agree to and sign a Confidentiality Agreement and shall have any subcontractors agree to and sign a Confidentiality Agreement for documents containing District infrastructure information.

10. Independent Contractor

10.1. Supplier understands and agrees that Supplier and Supplier’s employees, agents, subcontractors, or other personnel are not District’s employees. Supplier shall be solely responsible for health and safety of employees in the work place, payment of salaries, wages, payroll taxes, unemployment benefits, or any other form of compensation or benefits to Supplier or any of Supplier’s employees, agents, subcontractors, or other personnel performing, directly or indirectly, the Work specified herein. Further, it is expressly understood and agreed that neither Supplier nor Supplier’s employees, agents, subcontractors, or other personnel shall be entitled to any District’s payroll, insurance, unemployment, Worker’s Compensation, retirement, or any other benefits whatsoever. Supplier will remain objective at all times and shall have no conflicts of interest. A conflict of interest exists when there is any personal or financial relationship that could influence or be perceived to influence the representation or conduct of business for, or on behalf of, District. Any conflict of interest or potential conflict of interest will be reported to District in writing within 15 calendar days from the date of discovery of the conflict of interest/potential conflict of interest. Supplier shall send the written notice of conflict of interest/potential conflict of interest to the District.

11. Indemnification

11.1. To the fullest extent permitted by law, Supplier shall indemnify, defend and hold harmless District and their respective representatives, members, officers, boards, agents, contractors, agents, design professionals, and employees from and against any and all losses, damages, attorney’s fees, expert fees, litigation expenses, injuries, claims, cause or causes of action, or any liability of any kind whatsoever related to, arising out of, or in connection with the Work provided by Supplier, including, without limitation:

11.1.1. any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated cleanup costs;

11.1.2. any claim based on the negligence, omissions or willful misconduct of Supplier or any of its employees, consultants, or agents; and

11.1.3. any claim by a third party against District alleging that the Work, the results of such Work, or any other products or processes provided under the Contract Documents, infringe a patent, copyright, trademark, trade secret, or other proprietary right of a third

TVWD Contract No. TBD Page 14 of 35 party; provided, however, that if the Work performed is construction, then Supplier’s obligations under this entire paragraph are limited to the extent of the fault attributed to such acts or omissions of Supplier or any of Supplier’s employees, consultants, agents, subcontractors, any subcontractor’s subcontractor, or other person or entity employed directly or indirectly by any of them, and anyone for whose acts they may be liable.

12. Limitation of Liability

12.1. District’s liability on any claim of any kind for any loss or damage arising out of, in connection with, or resulting from the Contract Documents or from the performance or breach thereof shall in no case exceed the price allocable to the Contract covering the Work and actual amount paid which gives rise to the claim. District shall not be liable for penalties of any kind. Any action resulting from any breach on the part of District as to the Work hereunder must be commenced within one year after the cause of action has accrued. Nothing in the Contract Documents shall be interpreted to limit or prevent the protections afforded to District under common law, regulatory, or statutory immunity defenses.

13. Insurance

13.1. Neither Supplier nor any subcontractor, including Supplier’s product transport carrier, will commence work under this Contract until both Supplier and all subcontractors have obtained all the insurance required in this section and submitted a certificate of insurance to District. Supplier and all subcontractors will maintain the insurance for the duration of this Contract. Review of the insurance by District will not relieve or decrease the liability of Supplier or Supplier’s subcontractors. Supplier and Supplier’s subcontractors will provide for 30 days advance written notice to District's Risk Manager prior to cancellation. The following insurance is required:

13.1.1. Workers compensation in the amount required by Oregon law, and employers liability insurance in the amount of $1,000,000.

13.1.2. Commercial general liability insurance in the amount of $1,000,000 per occurrence and $1,000,000 annual aggregate. District must be named an additional insured. This insurance must include coverage for environmental liability in a form that is acceptable to District.

13.1.3. Vehicle liability insurance in the amount of $1,000,000 per occurrence and $1,000,000 annual aggregate.

13.1.4. If Supplier will be delivering hazardous material to District, Supplier will provide District a certificate indicating that Supplier has pollution insurance in the amount required by Oregon and Federal law for the transportation of hazardous materials.

13.1.5. Tualatin Valley Water District, City of Hillsboro, Willamette Water Supply must be named as additional insureds and written notice to District is required 30 days prior to cancellation. If Supplier hires a carrier to make delivery, Supplier will ensure that the carrier complies with this paragraph.

13.2. If Supplier does not comply with this provision, District may, in addition to any other remedies it may have, terminate this Agreement, subject to any provision of this Agreement.

13.3. When Supplier delivers the executed Contract to District, Supplier will also deliver a certificate of insurance with respect to each required policy to be provided by Supplier under this Section. All endorsements shall be attached to the certificates of insurance when submitted to District. A

TVWD Contract No. TBD Page 15 of 35 certified, true, and exact copy of each of the project specific insurance policies (including renewal policies) required under this Section shall be provided to District if so requested.

14. Change Orders, Amendments, Waivers

14.1. This Contract, all change orders, modifications, amendments and any waiver of any portion of the Contract will not be effective unless in writing and approved by District’s Chief Executive Officer or the Chief Executive Officer’s designee and, when required by applicable District rules, District’s Board of Directors.

15. Dispute Resolution

15.1. If a dispute arises between the parties relating to the Contract Documents, the following procedure shall be followed:

15.2. The parties shall hold a meeting promptly, but in no event later than 30 calendar days from the initial written notice of the dispute, attended by persons with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute; provided, however, that no such meeting shall be deemed to vitiate or reduce the obligations and liabilities of the parties thereunder or be deemed a waiver by a party hereto of any remedies to which such party would otherwise be entitled thereunder unless otherwise agreed to by the parties in writing.

15.3. If, within 30 calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they agree to submit the dispute to non-binding mediation and to bear equally the costs of the mediation.

15.4. The parties will jointly appoint a mutually acceptable mediator. Mediation will be conducted in Washington County, Oregon, unless both parties agree in writing otherwise.

15.5. The parties agree to participate in good faith in the mediation and negotiations related thereto for a period of 30 calendar days or such other period as mutually agreed. The substantive and procedural law of the State of Oregon shall apply to the proceedings. If the parties are not successful in resolving the dispute through mediation, or cannot agree on a mediator, then the parties shall be free to litigate the matter.

16. Choice of Law/Venue

16.1. This Contract and all rights, obligations and disputes arising out of the Contract will be governed by Oregon law, including the Uniform Commercial Code as adopted by the state of Oregon. All disputes and litigation arising out of this Contract will be decided by the state courts in Oregon.

Venue for all disputes and litigation will be in Washington County, Oregon.

17. Oregon Registration

17.1. If Supplier is not domiciled in or registered to do business in the State of Oregon, Supplier shall promptly provide to the Oregon Department of Revenue and the secretary of State Corporation Division all information required by those agencies relative to this Contract.

18. Appropriation of Funds

18.1. Performance of District’s obligations under the Contract Documents are expressly subject to appropriation of funds by the District in its capacity as the Managing Agency. In the event that funds are not appropriated in whole or in part sufficient for performance of the Managing

TVWD Contract No. TBD Page 16 of 35

Agency’s obligations under the Contract Documents, or appropriated funds may not be expended due to spending limitations, then this Contract shall thereafter become null and void by operation of law, and District shall thereafter have no liability for compensation or damages to Supplier for Work in excess of District authorized appropriation for the Project under Contract Documents or the applicable spending limit, whichever is less. In no event shall Supplier have any claim to recover lost profits or consequential damages as a result of lack of appropriation of funds or spending limits; and, Supplier may only recover the cost of Work performed. District shall notify Supplier as soon as reasonably possible in the event of non-appropriation or in the event a spending limitation becomes applicable. The funds appropriated for the Contract Documents are equal to or exceed the Contract amount for the year in which the Contract Documents were awarded. For Work to be completed in subsequent fiscal years, if any, District will notify Supplier of the non-appropriation of funds for such Work. Supplier and District agree and acknowledge as a part of the Contract Documents, that no change order or other form or order or directive may be issued by District which requires additional compensable Work to be performed, which Work causes the aggregate, payable under the Contract Documents to exceed the amount appropriated for Project under the Contract Documents, unless Supplier has been given a written assurance by District that lawful appropriations to cover the cost of the additional Work have been made or unless such Work is covered under a remedy-granting provision in the Contract Documents.

19. Termination

19.1. Termination for Cause. In the event Supplier fails to perform any term or condition hereof (Default) and the Default continues for a period of five days after District has given Supplier written notice thereof, then District may, at their sole discretion, terminate this Contract or any part hereof for cause. Default shall include, but not be limited to, late deliveries, deliveries of Chemicals which are defective or which do not conform to the Contract Documents, and failure to provide District, upon request, of reasonable assurances of future performance. In the event that this Contract is terminated in accordance with the foregoing, District’s liability to Supplier will be limited to the reasonable value of Work performed by Supplier and the reimbursement of reasonable expenses incurred by Supplier prior to the time Supplier received District’s notice of termination. In no event will District’s liability exceed the purchase price of the Chemicals.

Supplier may terminate this Contract upon written notice to District if District fails to pay Supplier within 60 days after Supplier notifies District that payment is past due.

19.2. Termination for Convenience. District reserves the right to terminate this Contract upon five days written notice or any part hereof for its sole convenience. In the event of such termination, Supplier shall immediately stop all Work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such Work. Supplier shall be paid an amount equivalent to the Work performed by Supplier and accepted by District prior to the effective date of termination, plus actual and reasonable direct costs resulting from termination, which shall not include consequential damages, general overhead costs, or the loss of anticipated profits or revenue.

Supplier shall not be paid for any Work done after receipt of the notice of termination, or for any costs incurred by Supplier’s suppliers or subcontractors which Supplier could reasonably have avoided.

19.3. Notice of Termination shall be sent via certified mail or email to the contacts specified in Exhibit A, Section 2.

20. Non-Discrimination

20.1. Contractor expressly agrees to comply with the following, as applicable: i) Title VI and VII of Civil Rights Act of 1964, as amended; (ii) Section 503 and 504 of the Rehabilitation Act of 1973, as

TVWD Contract No. TBD Page 17 of 35 amended; (iii) the Americans with Disabilities Act of 1990, as amended; (iv) ORS Chapter 659A and ORS 659A.142; as amended (v) all regulations and administrative rules established pursuant to the foregoing laws; and (vi) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations.

21. Audit

21.1. Supplier shall maintain accurate documents, papers, and records of all invoices, costs of Work, and payments made by District hereunder and related to the Work in accordance with recognized accounting practices, and as required by state and local laws, rules, and regulations, and in a format that will permit an audit, for a period of three years after payment of the last invoice in connection with the Contract Documents or resolution of a claim, whichever is later. Such records shall be open to reasonable inspection and subject to audit and/or reproduction, during normal working hours, by District or its authorized representative.

22. Severability

22.1. Any provision or part of the Contract Documents held to be void or unenforceable under any Law, Rule, or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon the parties who agree that the Contract shall be reformed to replace such stricken provision with a new provision or interpretation that comes as close as possible to expressing the intention of the stricken provision in compliance with local, State, and Federal Laws, rules, and regulations.

23. Successors, Assigns, and Subcontractors

23.1. Supplier shall not assign or transfer any part of the Contract Documents without the written consent of District, whose consent may be withheld in their sole discretion. Supplier must seek and obtain the District’s written consent before subcontracting any part of the Work required under this Contract. Supplier may not change subcontractors assigned to the Work in this Contract without District’s written consent. Any other attempt to transfer, subcontract, or assign is void.

24. Compliances

24.1. In performing or providing Work hereunder, Supplier shall comply with all Federal, State, and local laws, rules, and regulations as well as technical standards or specifications issued by District. Supplier must qualify for and obtain any required licenses and permits prior to commencing Work.

25. Security Compliance

25.1. Supplier agrees that Supplier, all Supplier personnel, and all subcontractors shall comply with all of District’s then current security policies, rules, procedures, and guidelines when at District’s locations and/or when accessing any District’s network.

26. Survival of Obligations

26.1. All terms and provisions one reasonably would expect to survive the termination or completion of the Contract Documents, including without limitation, representations, indemnifications, warranties, ownership of work products, licenses, promises regarding protection of Confidential Information, and guarantees made in, required by, or given in accordance with the Contract

TVWD Contract No. TBD Page 18 of 35

Documents will survive the payment, completion, and acceptance of Work, or termination or completion of the Contract.

27. Setoff

27.1. All claims for money due or to become due from District shall be subject to deduction or set off by District by reason of any counterclaim arising out of this or any other transaction with Supplier.

28. Non-Exclusive Contract

28.1. This is not an exclusive Contract. District is free to engage others to provide Chemicals, subject to any applicable public contracting or bidding rules.

29. No Publicity

29.1. Supplier shall not advertise or promote using the name or description of Tualatin Valley Water District, the City of Hillsboro, the Willamette Water Supply System or the Work, without prior written consent of District, which may be withheld in District’s sole discretion.

30. Price Warranty

30.1. Supplier warrants that the prices and rates stated herein represent currently established prices and rates and are no higher than would be charged to any other customer, whether commercial or a United States agency of local, state or federal government, for similar services in like quantities.

31. Waiver

31.1. District’s failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege or District’s waiver of any breach hereunder shall not thereafter waive any other terms, conditions, or privileges, whether of the same or similar type.

32. Entire Agreement

32.1. The Contract Documents constitute the entire agreement between the parties and supersedes all previous written or oral communications, understandings, and agreements between the parties unless specifically stated herein. The terms and conditions of the Contract Documents shall prevail notwithstanding any variance with the terms and conditions of any acknowledgement or other document submitted by Supplier. The parties specifically agree that any language or provisions contained on Supplier’s web site shall be of no force and effect and shall not in any way supersede, modify, supplement, or amend the Contract Documents. The Contract Documents may only be amended by a written agreement signed by both parties in accordance with Section 18 “Changes”. Email and all other electronic (including voice) communications from District in connection with the Contract Documents are for informational purposes only. No such communication is intended by District to constitute either an electronic record or an electronic signature, or to constitute any agreement by District to conduct a transaction by electronic means.

Any such intention or agreement is hereby expressly disclaimed.

33. Counterparts; Copies of Signatures

33.1. The Contract, change orders, and work change directives may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same

TVWD Contract No. TBD Page 19 of 35 instrument. Executed signature pages may be delivered using pdf or similar file type transmitted via electronic mail, cloud-based server, e-signature technology, or other similar electronic means.

SupplierName Exhibit B: Compensation TVWD Contract No. TBD Page 20 of 35

Exhibit B: Compensation

1. Invoicing

1.1. Invoices must be accurate and timely. Invoices should be in PDF format and sent to ap@tvwd.org and copied to the Authorized Representative who placed the order for the Chemicals. Supplier must provide a primary contact and back-up for questions regarding invoicing and must be responsive to District and Authorized Representative communication regarding invoice questions.

Supplier must strive to return all calls/emails within the same day; calls and emails must be returned within two business days at the latest. Invoicing assistance must be available during standard business hours 8:00 a.m. to 5:00 p.m. Pacific time, Monday through Friday. Supplier must resolve any invoicing issues within 10 business days and before the next invoice is submitted. Supplier must have the ability to provide a duplicate copy of the Bill of Lading and/or Certificate of Analysis for all deliveries when requested. Invoices must include:

1.1.1. District-assigned contract number and purchase order number

1.1.2. Invoice date

1.1.3. Name of the Authorized Representative that placed the order

1.1.4. Bill of Lading (BOL) Number

1.1.5. Itemized:

1.1.5.1. Quantity

1.1.5.2. Unit of Measurement

1.1.5.3. Material Description

1.1.5.4. Billing Quantity

1.1.5.5. Unit Price

1.1.5.6. Any extra fees or costs identified in the contract

1.1.6. Total amount due

1.1.7. Order # to correlate invoice with delivery BOL and Certificate of Analysis

2. Payment Terms

2.1. Payment terms are net 30 days. District may withhold payment if invoices do not include the required information, certifications, or Supplier has not provided District with a copy of Supplier’s current certificate(s) of insurance as required. Upon Supplier’s provision of required documentation, District shall promptly issue payment for all applicable outstanding invoices within seven calendar days.

2.2. Supplier provides a ___% on all invoices if paid in full within ____ days.

3. Price Escalation

3.1. Prices are firm for the first Contract year.

3.2. A request for contract price escalation shall only be effective after the initial 12-month period of the contract has passed, beginning with effective date of the contract. Price escalations may be

SupplierName Exhibit B: Compensation TVWD Contract No. TBD Page 21 of 35 made when Supplier provides written notice of proposed price escalations via email to the District’s primary contact and Authorized Representatives no fewer than 45 days prior to the proposed effective date of the price escalation. All requests for price increases shall be accompanied by:

3.2.1. A letter from the Supplier certifying the price increase to the Supplier; or

3.2.2. Evidence of verifiable market conditions resulting in increased costs such as mandated labor rate increases and significant fuel or energy cost increases.

3.3. No price escalations shall be effective without written Amendment to the Contract.

3.4. Any approved price escalations resulting from this Section 2 shall be firm for a period of one calendar year after approval of the escalation by the parties.

3.5. The District reserves the right to cancel the Contract and solicit a new contract if a requested price escalation is unacceptable to the District and Supplier and District are unable to negotiate new prices. Cancellation of the Contract shall not affect any outstanding orders.

3.6. The District reserves the right to approve price escalations requested by the Supplier other than those described in this subsection, if in the best interest of the District, Hillsboro, and the public.

3.7. Supplier is obligated to treat price decreases as equally as price escalations during the tenure of the Contract. Supplier shall notify the District within 10 working days of subsequent price de-escalations in amounts of 5% or more from its manufacturers or other suppliers or cost reductions in areas where price escalations were previously implemented. The Supplier will reduce its prices to the District immediately to pass on such de-escalations and reductions unless otherwise agreed by the parties.

4. Prices

To be determined; The awarded Contractor’s quoted prices will be incorporated prior to contract execution.

SupplierName Exhibit C: Technical Specifications TVWD Contract No. TBD Page 22 of 35

Exhibit C: CO2 Technical Specifications

1. Inspection/Testing

1.1. Payment for any Work supplied hereunder shall not constitute acceptance thereof. District shall have the right to inspect Work and to reject any or all of Work which are in District’s judgment defective or nonconforming. An inspection or testing by District is only intended to allow District to become generally familiar with the progress and general quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner consistent with Contract Documents. However, such an inspection or test shall not be deemed an exhaustive inspection or test to check the quality of the Work to be free from defects.

1.2. Work rejected, including Materials supplied in excess of quantities called for herein, may be returned to Supplier at Supplier’s expense; and, in addition to District’s other rights, District may charge Supplier all expenses of unpacking, examining, repacking, and reshipping Chemicals. In the event District receives defective or nonconforming Work, District reserves the right to require replacement, as well as payment of damages and consequential damages.

1.3. Nothing contained in the Contract Documents shall relieve Supplier from the obligation of testing, inspection, and quality control. District’s use of a portion of the Work for testing shall not constitute acceptance of the Work. Nonconforming Materials will be returned to Supplier and risk of loss will pass to Supplier upon District’s delivery to the common carrier.

2. Quality Specifications

2.1. CO2 furnished under these specifications shall meet the following minimum purity requirements:

2.1.1. CO2 greater than 99.5% carbon dioxide by weight (mole/mole)

2.1…