Liquid Oxygen RFQ-C v1.0 Request for Quote No. 20250813 Page 1 of 7

Request for Quote No. 20250813: Liquid Oxygen Date: Wednesday, August 13, 2025

Tualatin Valley Water District (District) requests quotes for liquid oxygen (LOX) for delivery to the Willamette Water Supply System (WWSS) Water Treatment Plant (WTP). The WTP is under construction with an anticipated completion date of summer 2026. Preliminary commissioning activities which will require initial deliveries of LOX may begin fall of 2025.

There is no pre-bid meeting and suppliers that submit quotes (Bidders) are expected to contact the SME contact listed in Section 7 with any questions about the delivery site before submitting a quote.

1. Request for Quote Contents

This Request for Quotes (RFQ) includes the following documents:

Request for Quotes Contract

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

Attachments Quote Form Bidder Certifications and Representations Bidder Checklist

2. Quote Due Date and Submission

2.1. All quotes are due by Thursday, August 28, 2025 at 2:00 p.m. (Deadline). All required accompanying documentation must be included with the quote by the Deadline for the quote to be considered responsive and eligible for Contract award.

2.2. Email quotes to Michael Page, Plant Supervisor at Michael.Page@hillsboro-oregon.gov.

2.3. Bidders are responsible for verifying that their quote has been received. Notice of Intent to Award will be sent to all interested parties.

3. Quote Instructions and Requirements

3.1. All Bidders are expected to be familiarized with the Technical Specifications, Scope of Work, Transportation and Delivery Plan, and the WTP delivery site. Failure to do so will not relieve the successful Bidder of the obligation to enter into a Contract and complete the Work in strict accordance with Contract Documents.

3.2. Quotes must include all required documentation by the Deadline to be considered for award of the contract. The required documentation consists of correctly completed and signed forms (where indicated) as follows:

3.2.1. Quote Form.

mailto:Michael.Page@hillsboro-oregon.gov

Request for Quote No. 20250813 Page 2 of 7

3.2.2. Bidder Certifications and Representations.

3.2.3. Safety Data Sheets (SDS).

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

3.2.5. Bidder’s Transportation Plan (see the Contract, Exhibit E, Section 1).

3.2.6. Technical Data Sheet of Product.

3.2.7. Sample Bill of Lading.

3.2.8. Sample Invoice.

3.2.9. Sample Certificate of Analysis.

3.3. Any special conditions must be clearly delineated in the quote; however all services requested in the Scope of Work must be fulfilled.

3.4. Quotes submitted with incomplete or missing documentation specified in this Section will be rejected as non-responsive.

4. RFQ Conditions

4.1. The District reserves the right to reject any and all quotes that do not comply with prescribed public contracting procedures and requirements and may reject for good cause all quotes after finding it is in the public interest to do so. The District may cancel all or any part of this RFQ and waive any minor irregularities and to request clarification from bidders during evaluation. By requesting quotes, the District is in no way obligated to award a contract or pay bidder expenses in connection with the preparation or submission of a quote. The total contract amount under this RFQ may not exceed $100,000 under District’s Local Contract Review Board (LCRB) Rules.

4.2. Adversely affected or aggrieved bidders will have an opportunity to protest District’s Notice of Intent to Award. A bidder is adversely affected or aggrieved only if the bidder is eligible for award of the Contract as the responsible bidder submitting the lowest responsive bid and is next in line for award, i.e., the protesting bidder must claim that all lower bidders are ineligible for award. The written protest to the award of this contract must be made within three working days of the Notice of Intent to Award. Protests submitted after that time will not be considered. Protests must be addressed to Heather Speight, Procurement and Contract Administrator at bidsandproposals@tvwd.org and shall specify the grounds upon which the protest is based as outlined in the LCRB Rules. For a copy of the LCRB Rules, contact the District via e-mail at bidsandproposals@tvwd.org.

5. Quote Evaluation, Contract and Insurance Requirements

5.1. The Project will be awarded to the lowest responsive and responsible bidder based on the quotes received by the Deadline.

5.2. The winning bidder will be expected to sign the District’s contract, attached. A certificate of insurance must be provided naming Tualatin Valley Water District, City of Hillsboro, and Willamette Water Supply System as additional insureds and shall show the required coverage.

mailto:bidsandproposals@tvwd.org mailto:bidsandproposals@tvwd.org

Request for Quote No. 20250813 Page 3 of 7

6. Final Inspection and Invoicing

6.1. Payment will be based as set forth in the sample contract and based upon Bidder’s prices as quoted. The District will not cover any additional costs or fees above the price awarded unless pre-approved by written amendment to the contract.

7. Contacts for this RFQ

SME Contact: Chemical, Technical, Transportation, or Delivery Questions Michael Page Michael.Page@Hillsboro-Oregon.gov

Patrick Barr Pat.Barr@Hillsboro-Oregon.gov

Contracting and Administrative Questions Janet Fleshman 503.941.4588 janet.fleshman@tvwd.org mailto:Michael.Page@Hillsboro-Oregon.gov mailto:Pat.Barr@Hillsboro-Oregon.gov mailto:janet.fleshman@tvwd.org

Liquid Oxygen Quote Form Request for Quote No. 20250813

Quote Form Item Units Price/Unit Liquid Oxygen (LOX) pounds Shipping each load

Transport capacity and quantity pricing:

Specify the capacity of the truck(s) that will deliver the Chemicals in pounds:

Specify whether pricing is tiered or discounted based upon quantity ordered. If so, provide the tiered pricing separately.

Transportation and Delivery: Select one.

1. Bidder will self-provide transportation and delivery services of the Chemicals.

2. Bidder will use a subcontractor for transportation and delivery services of the Chemicals:

Subcontractor Name

Address

Contact Name

Phone Email

Bidder Company Name

Signature Title

Printed Name Date

Liquid Oxygen Bidder Certifications and Representations

Bidder Representations and Certifications Failure of the Bidder to complete and sign this form may result in rejection of the submitted offer.

The undersigned, having full knowledge of the specifications for the goods or services specified herein, offers and agrees that this offer shall be irrevocable for at least 45 calendar days after the date offers are due, and if accepted, to furnish any and/or all goods or services as described herein at the prices and within the time specified.

Bidder Company Name (as listed with the state Corporation Division)

Address

Contact Person for this Bid

Phone Email

Business Designation Date and State of Incorporation

ASSURANCES

Bidder attests that:

1. The person signing this offer has the authority to submit an offer and to represent Bidder in all phases of this procurement process;

2. The information provided herein is true and accurate;

3. The Bidder is a resident bidder, as described in ORS 279A.120; in the State of Oregon or is a resident in the State of ________________ (insert State) and agrees to report their participation in this contract if awarded to the Oregon Department of Revenue as required by ORS279A.120 (3);

4. Any false statement may disqualify this offer from further consideration or be cause of contract or purchase order termination;

5. The Bidder is an equal opportunity employer.

6. The Bidder has the appropriate financial, material, equipment, facility, personnel resources and expertise, or the ability to obtain the resources and expertise, necessary to meet all contractual responsibilities;

7. The Bidder will notify District purchasing within 30 days of any change in the information provided on this form at purchasing@tvwd.org.

8. Bidder represents and warrants that Bidder has not and will not discriminate against a subcontractor in awarding a subcontract because the subcontractor is a disadvantaged business enterprise, a minority-owned business, a woman-owned business, a business that a service-disabled veteran owns or an emerging small business in accordance with ORS 279A.110.

9. Bidder represents and warrants that its bid is genuine and is not a sham or collusive or made in the interest of or on behalf of any person not named therein. Bidder further represents that Bidder has not directly induced or solicited any other person to submit or refrain from submitting a bid, and that the Bidder has not in any manner sought collusion to secure any improper advantage over any other Bidder submitting a bid.

mailto:purchasing@tvwd.org

Liquid Oxygen Bidder Certifications and Representations

CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY

MATTERS

The Bidder certifies to the best of its knowledge and belief that neither it, nor any of its principals or affiliates:

1. Are presently debarred, suspended, proposed for debarment, declared ineligible received any civil penalty or civil judgement, (Sanction) or is voluntarily excluded from submitting bids or statements of qualification by any federal, state, or local entity, department or agency. Bidder shall submit an explanation as to why the actions, errors or omissions that form the basis of the Sanction do not have an adverse impact on Bidder’s ability to perform the work. Bidder shall also provide documentation of actions taken to assure such problems do not recur.

2. Have within a five-year period preceding the date of this certification been convicted of fraud or any other criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) contract, embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property;

3. Are presently indicted for or otherwise criminally charged with commission of any of the offenses enumerated in Paragraph 2 of this certification;

4. Have within a five-year period preceding the date of this certification had a judgment entered against contractor or its principals arising out of the performance of a public or private contract;

5. Have pending in any state or federal court any litigation in which there is a claim against Bidder or any of its principals arising out of the performance of a public or private contract; and

6. Have within a five-year period preceding the date of this certification had one or more public contracts (federal, state or local) terminated for any reason related to contract performance.

7. Where Bidder is unable to certify any of the statements in this certification, Bidder shall attach an explanation to their offer explaining why the actions, errors, or omissions that form the basis of the Sanction do not have an adverse impact on Bidder’s ability to perform the work.

RECEIPT OF ADDENDUM

Bidder acknowledges receipt of Addenda Nos. _____ through _____ as part of this solicitation.

SIGNATURE OF AUTHORIZED PERSON

Signature Date

Print Name Title

If the Authorized Person is different than the contact listed on the first page, include the following for the Authorized Person:

Phone Email

Liquid Oxygen Bidder Checklist

Bidder Checklist This checklist is provided as a courtesy to bidders. If there are any discrepancies between this checklist and the RFQ, the RFQ shall prevail.

Bidders shall include the following documentation with the quote:

Completed and signed Quote Form with prices.

Completed and signed Bidder Representations and Certifications Additional documents Copy for NSF 60 Compliance Technical Data Sheet of Product Sample Bill Of Lading Sample Invoice Sample Certificate of Analysis Safety Data Sheet (SDS)

Liquid Oxygen Contract TVWD Contract No. TBD Page 1 of 24

Contract for Delivery of Liquid Oxygen

TVWD CONTRACT NO. TBD

DISTRICT SUPPLIER

Tualatin Valley Water District To Be Determined 1850 SW 170th Avenue Beaverton, OR 97003 Primary contact: Purchasing, c/o Janet Fleshman Primary contact:

Phone: 503.941.4588 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 To Be Determined (Supplier) as follows:

1. Recitals

1.1. Supplier submitted a quote in response to the District’s Request for Quotes (RFQ) for Liquid Oxygen (LOX).

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

2. Description

2.1. District will purchase LOX 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 Liquid Oxygen

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 act on District’s behalf for contractual matters, including making and scheduling purchases and delivery of LOX 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.

3.3. District and Authorized Representatives may also assign specific WWSS staff to make and schedule purchases and delivery of LOX.

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

TVWD Contract No. TBD Page 2 of 24

4. Compensation

District agrees to pay Supplier as set forth in Exhibit B: Rates. The not-to-exceed amount of this Contract is $100,000 and may not be modified by amendment.

5. Term of Contract

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

By: By:

Chief Executive Officer or Designee

TVWD Contract No. TBD Page 3 of 24

CONTENTS

Contract for Delivery of Liquid Oxygen

1. Recitals 1

2. Description 1

3. Authorized Representatives 1

4. Compensation 2

5. Term of Contract 2

6. Integration 2

Exhibit A: Standard Terms and Conditions

1. Definitions 4

2. Notices 5

3. Examination 5

4. Time is of the Essence 5

5. Excusable Delays 5

6. Testing 5

7. Shipment; Risk of Loss 5

8. Repair of Damage 5

9. Confidentiality 6

10. Independent Contractor 6

11. Indemnification 6

12. Limitation of Liability 7

13. Insurance 7

14. Change Orders, Amendments, Waivers 8

15. Dispute Resolution 8

16. Choice of Law/Venue 8

17. Oregon Registration 8

18. Appropriation of Funds 8

19. Termination 9

20. Non-Discrimination 9

21. Audit 10

22. Severability 10

23. Successors, Assigns, and Subcontractors 10

24. Compliances 10

25. Security Compliance 10

26. Survival of Obligations 10

27. Setoff 11

28. Non-Exclusive Contract 11

29. No Publicity 11

30. Price Warranty 11

31. Waiver 11

32. Entire Agreement 11

33. Counterparts; Copies of Signatures 11

Exhibit B: Compensation

1. Invoicing 12

2. Payment Terms 12

3. Price Escalation 12

4. Prices 13

Exhibit C: Technical Specifications

1. Inspection/Testing 14

2. Quality Specifications 14

3. Affidavit of Compliance 14

4. Sampling 15

5. Security and Rejections 16

Exhibit D: Scope of Work for Liquid Oxygen

1. Critical Need 17

2. Supply 17

3. Tank Info 17

4. Estimated Usage 17

5. Ordering Procedures 17

6. Training 18

7. Safety and Personal Protective Equipment

8. Customer Service 18

9. Performance 19

10. Contract Default 19

Exhibit E: Transportation and Delivery Plan

1. Transportation Plan 20

2. Mandatory Documentation 21

3. Delivery Procedure 21

4. Offloading Cryogenic Gases 22

5. Spill Responsibilities 23

Exhibit F: Chemical Custody Form

Liquid Oxygen Exhibit A: Standard Terms and Conditions TVWD Contract No. TBD Page 4 of 24

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. “Chemicals” or “LOX” shall mean the Liquid Oxygen, deliverables, software, machinery, equipment, supplies, and materials related to, ordered as referenced in the Contract Documents.

1.3. “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.

1.4. “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.

1.5. “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.

1.6. “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.

1.7. “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.

1.8. “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.

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

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

1.11. “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.

1.12. “Work” means all materials, maintenance, labor, equipment and services related to, ordered for or incorporated into the delivery of LOX referenced in the Contract Documents, including any Work a similarly situated Supplier would reasonably infer as necessary to perform the scope of work set forth in the Contract Documents.

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

TVWD Contract No. TBD Page 5 of 24

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 LOX 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 LOX until Supplier has completed delivery.

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.

TVWD Contract No. TBD Page 6 of 24

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 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.

TVWD Contract No. TBD Page 7 of 24

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 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.

TVWD Contract No. TBD Page 8 of 24

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 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

TVWD Contract No. TBD Page 9 of 24

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 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

TVWD Contract No. TBD Page 10 of 24 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 Documents will survive the payment, completion, and acceptance of Work, or termination or completion of the Contract.

TVWD Contract No. TBD Page 11 of 24

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 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.

Liquid Oxygen Exhibit B: Compensation TVWD Contract No. TBD Page 12 of 24

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 specified Authorized Representative for invoices. 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 % discount 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 mailto:ap@tvwd.org

Liquid Oxygen Exhibit B: Compensation TVWD Contract No. TBD Page 13 of 24 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.

Liquid Oxygen Exhibit C: Technical Specifications TVWD Contract No. TBD Page 14 of 24

Exhibit C: 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. LOX furnished under these specifications shall meet the following minimum purity requirements:

2.1.1. LOX suitable for use in the generation of ozone shall have an oxygen content of at least

99.0 percent, by weight.

2.1.2. The water/moisture content of the LOX shall not exceed a dew point of negative 80°F at the time of delivery.

2.1.3. The total hydrocarbon content (as methane) of the LOX shall not exceed 40 ppm at the time of delivery.

2.1.4. LOX is a direct additive used in the treatment of potable water. This material shall be certified as suitable for contact with or treatment of drinking water by an accredited certification organization in accordance with NSF/ANSI/CAN 60. Evaluation shall be accomplished in accordance with requirements that are no less restrictive than those listed in NSF/ANSI/CAN 60. Certification shall be accomplished by a certification organization accredited by the American National Standards Institute.

3. Affidavit of Compliance

3.1. All Chemicals provided shall be certified as suitable for treatment of drinking water by an accredited certification organization in accordance with National Sanitation Foundation (NSF) and American National Standards Institute (ANSI) Standard 60, Drinking Water Treatment Chemicals

– Health Effects.

3.2.