INLET MAINTENANCE

BID SW45-26

BIDS DUE: OCTOBER 7, 2026 @1:30 P.M. MT

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EPWATER – PUBLIC SERVICE BOARD

Table of Contents

PART 1 – SOLICITATION INFORMATION

1.1 SOLICITATION INFORMATION

1.2 SCHEDULE OF EVENTS

1.3 SOLICITATION CHECKLIST

1.5 BID OVERVIEW

PART 3 – ECONOMIC PRICE ADJUSTMENT

3.1 PRICE ESCALATION

3.2 PRICE DE-ESCALATION

3.3 DISCOUNT

3.4 SALES AND USE TAX EXEMPTION

PART 4 – DELIVERY REQUIREMENTS

4.2 TRANSPORTATION

5.1 RESIDENT/NON-RESIDENT BIDDERS

5.2 STATEMENT OF RESIDENCY

5.3 STATEMENT OF NONDIVESTMENT FROM ISRAEL

PART 6 – FORMS

PART 7 – INSTRUCTIONS TO BIDDERS

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PART 1 – SOLICITATION INFORMATION

1.1 SOLICITATION INFORMATION

This is a Low Bid Solicitation. Items will be awarded to the lowest, responsible, responsive bidder based on the total of all line items. This Low Bid falls under Texas Local Government Code Chapter 252.

Items noted in Part 7, “INSTRUCTIONS TO BIDDERS,” will apply to this Bid except:

Item(s) # 14 – Bid Security # 15 – Payment and/or Performance Bond

A Pre-Bid Meeting will be held on September 22, 2026, at 10:00 am. MT.

E-Bid or Sealed Bid submittals for “Inlet Maintenance” will be received via electronic submittal through EUNA Procurement (IonWave) or by mail to EPWater Purchasing and Contracts Administration – 1154 Hawkins Boulevard, El Paso, Texas, 79925 until October 7, 2026, at 1:30 p.m. (MT).

Bids received after 1:30 p.m. will not be accepted.

The Bid opening will be live-streamed. Check scheduling information on Section 1.2 of the solicitation and visit our (e-Bid) webpage at: https://epwater.ionwave.net/HOMEPAGE.aspx for the link to live opening in the “Activities” tab on IonWave.

Bids shall be submitted at the time and place through the e-bid response submittal process via EUNA Procurement (IonWave) and/or hard copies. If submitting hard copies, ensure they are enclosed in an opaque, sealed envelope, marked with the Solicitation title, name, and address of the Bidder. If the Bid is sent through mail or another delivery system, the sealed envelope shall be enclosed in a separate envelope with the notation "BID ENCLOSED" on its face. Bidder(s) must ensure bids are received before the deadline.

By submitting the bid, Bidders state that they fully understand the requirements of the Solicitation and agree to comply with all requirements thereof.

Pursuant to the Cone of Silence policy, any communication between potential Bidder(s) and EPWater staff relating of this Solicitation is prohibited. Any requests for clarification of this solicitation shall be sent via IonWave by:

• Clicking on Inlet Maintenance

• Search for Bid SW45-26

• Submit your question(s) on the Question Tab.

In response to such questions, interpretations, or clarifications considered necessary by EPWater staff will be addressed with an addendum, which will be posted on EPWater’s IonWave electronic bidding (e-bidding) website. Bidders shall be responsible for regularly checking the website for any addenda or additional information related to the Solicitation. Questions submitted after the deadline will not elicit a response.

https://epwater.ionwave.net/HomePage.aspx https://epwater.ionwave.net/HOMEPAGE.aspx

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1.2 SCHEDULE OF EVENTS

September 13th & 20th, 2026 ...............................................................................................Bid Released September 22, 2026, at 10 a.m. (MT)………….…………….Pre-Bid Meeting (Recommended to attend) September 25, 2026, by 4:00 p.m. (MT)…………..………..................Receipt of Written Questions Due September 30, 2026, by 5 p.m. (MT)…………………..…..............................Answers to Questions Due October 7, 2026, by 1:30 p.m. (MT)………................................................................................Bids Due October 7, at 2:00 p.m. (MT)...............................................................................................Live Opening November/December, 2026……….……………….……..……….....EPWater Board Approval and Award

EPWater reserves the right to adjust this Schedule of Events as necessary at its sole discretion.

EPWater will communicate adjustments to any event in the Schedule as an Addendum.

1.3 SOLICITATION CHECKLIST

1. MANDATORY Complete PDF Solicitation. Initialed, signed, and with all blanks filled in,

2. MANDATORY Part 1 – Solicitation Overview (Section 1.1)

3. MANDATORY Bidder Information (Section 1.2) form with acknowledgment of any issued addenda(s) (Failure to sign and include the addenda(s) may deem the Bidder's submission non-responsive. (Section 4.1)

4. MANDATORY Statement of Non-Divestment from Israel (Section 5.1)

5. MANDATORY Statement of Residency (Section 5.2)

6. MANDATORY W9 Form (Section 6.1)

7. MANDATORY Texas Ethics Commission, "Certificate of Interested Parties”, Form 1295 (Section 6.2)

8. MANDATORY Conflict-of-Interest Questionnaire (Section 6.3)

9. MANDATORY New Vendor Form (Section 6.4)

10. MANDATORY Complete Excel Bid Worksheet. Pricing shall be based on quantities provided; no additional pricing assumptions will be accepted.

11. MANDATORY – E-Bid response via EUNA Procurement (IonWave) or Sealed Bid/submittal.

a. If not submitted electronically, is your Bid completely signed and initialed?

b. In a sealed envelope marked with the Bid Number and Company name?

c. If hand-delivering or mailing the Bid to EPWater’s Purchasing Department (address listed below), ensure this entire packet, including Instructions to Offerors, is included in your hard copies.

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SOLICITATION FOR EPWATER

1154 HAWKINS BLVD., EL PASO, TX 79925

Phone: (915) 594-5628

1.4 BIDDER INFORMATION

PRINT OR TYPE LEGIBLY

FIRM: _____________________________________________________________________________________________________

MAILING ADDRESS: ________________________________ SIGNATURE: ______________________________________

STREET ADDRESS: _______________________________ PRINTED NAME: __________________________________

CITY/STATE/ZIP: ____________________________________ TITLE: ____________________________________________

PHONE NUMBER: ___________________________________ FAX: ______________________________________________

E-MAIL: _____________________________________________ DATE: ____________________________________________

1. The undersigned BIDDER offers and agrees, if this BID is accepted, to enter into an agreement with EPWater to perform and furnish all the materials, labor, supplies, equipment, and /or services indicated in this BID in accordance with specifications, terms, and conditions set forth herein.

2. BIDDER accepts all the terms and conditions of the Advertisement, Event Details of this Bid on IonWave, and Instructions to Bidders Part 8 of this solicitation.

3. In submitting this BID, BIDDER represents, as more fully set forth in the Agreement, that BIDDER has examined copies of all BIDDER DOCUMENTS, including the Excel Bid Form and any of the following Addenda (receipt of all of which is hereby acknowledged)

Acknowledged Date Addenda Number

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1.5 BID OVERVIEW

EPWater is soliciting bids from qualified contractors to provide Inlet Maintenance Services.

The scope of work includes all labor, materials, equipment, transportation, supervision, and incidental costs necessary to perform the required inlet maintenance services in accordance with EPWater’s specifications and requirements.

The initial contract term will be one (1) year, with the option to extend the contract for up to four (4) additional one-year periods. Any extension will be subject to EPWater’s approval and under the same terms and conditions of the contract.

Bidders are to submit:

A complete set of this Bid in PDF as stated in the advertisement that may be obtained by accessing the following EUNA Procurement (IonWave) electronic (e-Bid) website:

EXCEL WORKSHEET found with this Solicitation must be signed, or they may be deemed non-responsive. (Do not change the format. Submit in Excel) located at https://epwater.ionwave.net/HomePage.aspx.

The Unit Cost column must include a dollar amount for each Bid line item.

DO NOT ENTER FORMULAS in the Excel Form to calculate your unit price and assumptions.

Enter the price only in the yellow-highlighted cells based on the quantity in the Excel form.

Modifying or submitting an incomplete worksheet may result in the Offeror(s) submission being deemed non-responsive.

If you have trouble accessing the Bid or Excel Bid Form, please contact the Purchasing Department of EPWater at (915) 594-5628.

For any technical issues within the e-bidding platform, please contact Euna Support at:

Dial: 844-226-3862 Email: support.ionwave@eunasolutions.com

The vendor warrants that the unit price(s) stated in the Bid Worksheet do not exceed the vendor’s applicable “established price” in effect for like quantities of the same item. For purposes of this warranty, “established price” means a price that:

(1) is an established catalog or market price for a commercial item sold in substantial quantities to the general public; and

(2) reflects the net price after applying all discounts offered by the vendor.

mailto:support.ionwave@eunasolutions.com

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PART 2 – GENERAL CONDITIONS AND SPECIFICATIONS

2.1 SPECIFICATIONS

NOTE: Bidders are to complete and submit all documents in this solicitation and the Excel spreadsheet found with this Informal Bid announcement located at https://epwater.ionwave.net/

THE ITEM(S) CONTAINED WITHIN THIS BID IS / ARE TO BE PROVIDED IN ACCORDANCE TO

THE FOLLOWING AND OR ATTACHED SPECIFICATIONS:

EPWater is soliciting bids to maintain and clean 8,123 citywide inlets from debris and trash carried by wind, storms, and/or rain events.

This contract will be used continuously during the monsoon season from June 15 to September 1, and as needed throughout the remainder of the contract.

The Contractor is responsible for supplying three two-person crews for inlet maintenance tasks, including string trimming and/or manual removal of vegetation obstructing water flow from the surface, cleaning the interior of the inlet that do not exceed 4 feet in depth, report any structure deficiencies, picking up and disposing of trash/litter, performing minor traffic control, and other associated activities (including removing grates to clean the inside of the inlet). Additionally, the Contractor must provide transportation for each crew and a list of all equipment to be used by each crew, including make, year, and model.

The Contractor will focus on designated maintenance zones but may be reallocated to address areas of higher urgency. Primary focus regions include West, Central, and Mission Valley;

assignments may shift based on severity, priority, and regular maintenance schedules.

The Contractor shall have at least two (2) years of experience with traffic control layout and related permitting processes.

The Contractor shall provide all equipment, personnel, transportation, communication devices, and other items necessary to render services under this contract.

The Contractor shall ensure that debris of any kind does not enter EPWater’s Stormwater System at any time.

EPWater will furnish maintenance area maps delineating precise clean-up assignments, specifying locations and scope of responsibilities. Locations will vary based on current issues.

The Contractor must submit daily before-and-after pictures of each cleaned inlet using the designated cell phone application provided by EPWater Stormwater Management Division. The Contractor must ensure their cell phone is compatible with the EPWater-developed application.

The Contractor must commit to providing detailed timesheets documenting the clock-in and clock-out times for every crew member assigned to the task (including travel time to and from the job site). This ensures accurate tracking of labor hours and EPWater personnel's adherence to project schedules.

https://epwater.ionwave.net/

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PART 3 – ECONOMIC PRICE ADJUSTMENT

3.1 PRICE ESCALATION

After 12 months, a Price Escalation may be considered under the following conditions:

a. CONSUMER PRICE INDEX (CPI): The maximum price increase for each line item shall not exceed two (2%) percent of the Contractor’s current South Region Pricing or the percent increase in the latest available National Consumer Price Index, whichever is less. The Contractor shall submit a CPI statement for all price escalations.

b. Request Timeline and Written Notice: A 30-day advance (minimum), written request for a price increase on Company letterhead must be submitted to EPWater’s Purchasing Department. The written request shall include the Vendor’s Bid for an adjustment in the contract unit price(s) and shall include supporting documentation of evidence as necessary. The price increase shall become effective within 14 days of EPWater’s written acceptance letter.

c. Statutory Cap Compliance: Over the life of the contract, the aggregate of the increases in any contract unit price under this section shall not exceed 25% of the original contract unit price. In strict accordance with Texas Local Government Code § 252.048, "The original contract price awarded may not be increased by more than 25 percent.”

d. Firm Pricing Period: Prices must be firm for the first 12-month period from EPWater award.

e. Right to Rebid: After receiving the vendor’s written request, EPWater reserves the right to cancel the contract resulting from this solicitation and rebid the product or service.

Cancellation of the contract will not affect any outstanding orders.

f. Order Exclusion: The increased contract unit price shall not apply to quantities ordered prior to the effective date of the increased contract unit price.

g. Evaluation and Approval: No modification increasing the contract unit price shall be executed under this section (3.1) until EPWater Purchasing Department evaluates and approves the increase in the applicable established price.

h. Revision Longevity: All price increases accepted shall be effective for twelve (12) months from the revised date of the Master Contract.

_______ I have read and agree to this PRICE ESCALATION Initials https://www.bls.gov/regions/southeast/news-release/consumerpriceindex_south.htm

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3.2 PRICE DE-ESCALATION

If the Bidder receives a price decrease from the supplier, the Bidder is responsible for notifying EPWater within (two) 2 working days of the price decrease. The price decrease will take effect upon receipt of the Bidder's price reduction.

_______ I have read and agree to this PRICE DE-ESCALATION.

Initials

3.3 DISCOUNT

Unless a discount is offered as an inducement for prompt payment, EPWater shall not be obligated to pay any invoice submitted under this contract earlier than thirty (30) days after receipt of a valid, complete, and acceptable invoice. An invoice shall not be submitted prior to receipt of the INLET MAINTENANCE, whichever is later.

Payment may be delayed in accordance with exceptions under the Texas Prompt Payment Act (Chapter 2251 of the Texas Government Code). Interest on all overdue payments shall be imposed in accordance with the provisions of the Texas Prompt Payment Act.

Discount: _________________________ **Payment Terms: ____________________

**The payment terms for a discount cannot be less than the first ten (10) days following the date the invoice is received by the Accounting Department.

3.4 SALES AND USE TAX EXEMPTION

EPWater is exempt from State and City Sales Tax.

(This space was intentionally left blank)

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PART 4 – DELIVERY REQUIREMENTS

4.1 PERSONNEL IDENTIFICATION

Personnel entering the premises of EPWater (including drivers of delivery vehicles) are required to wear an identification badge containing the following information:

• Employee Name

• Company Name

• Employee's Picture

Entry to the premises of ANY EPWater facilities may be denied to individuals without identification, as addressed above.

4. TRANSPORTATION

F.O.B. – El Paso, Texas. Delivery carriers must meet insurance requirements. A copy of the Certificate of Award shall be sent to the EP Water Purchasing and Contract Department within 15 days of the Notice of Award.

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PART 5 – GENERAL INFORMATION

5. RESIDENT/NON-RESIDENT BIDDERS

Bidder must answer the following questions:

1. Does the bidder that is making and submitting the bid qualify as a "Resident Bidder" or a “Non-Resident Bidder” under Texas Law? If the bidder is a “Resident Bidder,” please complete and return the Statement of Residency Form with your Bid.

Answer: _____________________________

2. If the bidder is a "Non-Resident Bidder," does the state in which the non-resident bidder's principal place of business is located have a law requiring a non-resident bidder of that state to bid a certain amount or percentage under the bid of a resident bidder of that state in order for the non-resident bidder of that state to be awarded the contract on their bid in such state?

3. If the answer to Question Number 2 is "Yes," by what amount or percentage must a Texas resident bidder bid under the bid of a resident bidder of that state in order to be awarded a contract on such bid in the said state?

A "Non-Resident Bidder” will not be awarded this Bid unless the non-resident’s Bid is best value bid submitted by a responsible Texas Resident Bidder by the same amount that a Texas Resident Bidder would be required to underbid the non-resident bidder to obtain a comparable contract in the state where the non-resident’s principal place of business is located. The definitions for the terms “Bidder,” Texas Resident Bidder,” and “Non-Resident Bidder" are included in the “Instructions to Bidders” on the last two pages of this solicitation.

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5.1 STATEMENT OF RESIDENCY

The following information is required by EPWater in order to comply with the provisions of Texas Government Code §§ 2252.001 et. seq. Failure to provide the required information may constitute a basis for the rejection of your Bid. Bidder’s cooperation in this regard will avoid costly time delays in the award of the solicitation by EPWater. Failure to provide all required information may result in the apparent best-value bidder being considered non-responsive and non-responsible, and the second-best value bidder being considered for award.

Definitions

Resident Bidder: a person whose principal place of business is in the State of Texas, including a Bidder whose ultimate parent company or majority owner has its principal place of business in the State of Texas.

Nonresident Bidder: a person who is not a resident.

Principal Place of Business in Texas: a permanent business office located in Texas from which a bid is submitted and from which business activities are primarily conducted for the organization other than submitting bids to governmental agencies, where at least one employee works for the business entity.

Bidder’s Complete Company Name: ____________________________________________

State the address of your principal place of business in the space provided below:

State the nature of the business conducted at your principal place of business in the space provided below:

State the number of employees you have at your principal place of business: _____________

I swear and attest that the information provided above is true and correct as of the date __________________ (“Bidder”) submitted its Bid on Bid No.SW45-26. I further attest that I am an authorized representative of Bidder or have been duly authorized to represent Bidder in this matter. I understand that the information provided is being relied on by EPWater in order for it to comply with state purchasing laws and will materially affect its decisions in this regard. Should the information provided be false or materially misleading, any contract entered into between EPWater and Bidder will be void, and EPWater may pursue any legal claims it may have against Bidder.

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By:

Bidder Name Name:

Owner Title:

Company:

ACKNOWLEDGMENT

STATE OF _________ §

COUNTY OF ______________ §

This instrument was acknowledged before me on the __________ day of ______________, 20_____, by

___________________________, as _______________________ of__________________________, a

Notary Public, State of ______________________

My Commission Expires: ____________________

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6. STATEMENT OF NONDIVESTMENT FROM ISRAEL

The following information is required by El Paso Water Utilities – Public Service Board (“EPWater”) in order to comply with the provisions of Texas Government Code §§ 2270.002.

I swear and attest that the following is true and correct as of the date ___________________________ (“Bidder”) submitted its Bid on Bid No.SW45-26: Bidder does not boycott Israel and will not boycott Israel during the contract term should it be awarded to Bidder. I further attest that I am an authorized representative of Bidder or have been duly authorized to represent Bidder in this matter. I understand that the information provided is being relied on by EPWater in order for it to comply with state purchasing laws and will materially affect its decisions in this regard. Should it be discovered that the statement by Bidder contained herein is false, any contract entered into between EPWater and Bidder will be void, and EPWater may pursue any legal claims it may have against Bidder.

By:

Bidder Name Name:

Owner Title:

Company:

ACKNOWLEDGMENT

STATE OF §

COUNTY OF §

This instrument was acknowledged before me on the day of , 20 , by , as of , a .

Notary Public, State of ______________________

My Commission Expires: ____________________

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5.4 CONTRACT CLAUSES

1. TYPE OF CONTRACT

This is a Goods and/or Service(s) Contract, under which EPWater shall order its requirements for the goods and/or services described within this bid from the lowest, responsive, responsible bidder, hereinafter referred to as Vendor, for the duration of the contract.

Note: Goods and/or Services will be ordered on an “as-required” basis.

2. TERM OF CONTRACT

The contract to provide Inlet Maintenance shall be from the AWARD OF BID by the Public Service Board to the lowest, responsive, responsible bidder for a one-year term. Upon mutual agreement, the contract may be extended for four (4) additional one-year periods under the same terms and conditions.

Bidders are advised that only bids offering firm, fixed price, F.O.B., El Paso, Texas, for the time period specified above will be considered. Bids that fail to comply with this requirement may be deemed non-responsive and disqualified from consideration.

If the successful supplier cannot furnish the required Inlet Maintenance within the delivery time specified above, EPWater reserves the right to obtain Inlet Maintenance from any available source and bill the successful supplier for any additional costs over the bid amount.

Option to Extend Services for a period of up to Six (6) Months In the event EPWater has not obtained another goods and/or services Vendor by the expiration date of the existing contract term, the Vendor shall nonetheless continue for a period not to exceed six (6) months on a month-to-month basis after the end of its term, unless EPWater has notified the Vendor that EPWater has obtained another Vendor.

3. ACCEPTANCE OR REJECTION OF BIDS

EPWater reserves the right to accept or reject any or all Bids, to waive all minor technicalities, and to accept the Bid determined to be the most favorable to EPWater. Additionally, EPWater may accept a Bid subject to an exception if, in the sole judgment of EPWater, the Bid meets or exceeds EPWater’s specifications.

4. INTERLOCAL PURCHASING AGREEMENTS

a. EPWater has entered into Interlocal Purchasing Agreements with other governmental entities, pursuant to the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code. The Vendor agrees to offer the same prices and terms and conditions to other eligible governmental agencies that have an interlocal agreement with EPWater.

b. EPWater does not accept any responsibility or liability for the purchases by other governmental agencies through an interlocal cooperative agreement.

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5. CONTRACT ADMINISTRATION

Administration of this Contract, on behalf of EPWater, is the responsibility of the Purchasing and Contract Administration. For any questions regarding this solicitation, please visit the Ionwave website by clicking Current Bids, then selecting the Bid in question, and clicking on the Questions Tab.

6. PRICE ADJUSTMENT

MINIMUM WAGE

A price adjustment increase will be allowed if a federally mandated increase exists.

7. COMPLIANCE WITH NON-DISCRIMINATION LAWS

The Vendor agrees that it, its employees, officers, agents, and sub-Vendors, will comply with all applicable federal and state laws and regulations and local ordinances in the performance of this contract, including, but not limited to, the Americans with Disabilities Act, the Occupational Safety and Health Act, and any environmental laws.

The Vendor further agrees that it, its employees, officers, agents, and sub-Vendors will not engage in any employment practices that have the effect of discriminating against employees or prospective employees because of sex, race, religion, age, disability, ethnic background, or national origin, or political belief or affiliation of such person, or refuse, deny, or withhold from any person, for any reason directly or indirectly, relating to the race, gender, gender identity, sexual orientation, color, religion, ethnic background or national origin of such person, any of the accommodations, advantages, facilities, or services offered to the general public by place of public accommodation.

8. PROTEST/DISPUTE

Only a vendor who has submitted a response to a solicitation may protest a recommendation for contract award. Failure to follow the requirements of the protest procedures established by EPWater and included in all solicitations shall constitute a waiver of all protest rights. Protests must be made after the PSB Agenda has been posted and by 5 PM the day before the PSB meeting in which the award will be considered.

9. CONE OF SILENCE

The “Cone of Silence” is imposed upon each RFP, RFQ, or Bid from the time of advertising until it is posted on the Public Service Board Agenda for the award. The Cone of Silence prohibits communications with EPWater employees to attempt to influence the purchasing decision. As such, the Cone of Silence prohibits any communication regarding RFPs, RFQs, or Bids between, among others:

• Potential vendors, service providers, bidders, consultants, and EPWater employees.

• Potential vendors, service providers, bidders, consultants, any member of the Board, the

President/CEO, or their respective staff, and members of the respective selection committee.

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The provisions do not apply to other communications:

• Oral communications with Sr. Purchasing Agent, Contracts Developer Coordinator, or

Procurement Analyst, provided the communications are limited strictly to matters of process or procedure already contained in the solicitation document.

• The provisions of the Cone of Silence do not apply to oral communications at Pre-Bid or pre-bid conferences, oral presentations before selection committees, contract negotiations during duly noticed public meetings, public presentations made to the President/CEO and Board members during a duly noticed public meeting, or

• Communications in writing at any time unless specifically prohibited by the applicable RFP, RFQ, or Solicitation.

In addition to any other penalties provided by law, violation of the Cone of Silence by any proposer or bidder shall render that proposer’s or bidder’s RFP, RFQ, or bid award voidable.

Any person with personal knowledge of violating these provisions shall report such violations to EPWater’s General Counsel and the Senior Purchasing Agent.

The “Cone of Silence” also applies to all potential sub-Vendors.

The Public Service Board will award this bid at their regularly scheduled meeting.

5.5 EPWATER TERMS AND CONDITIONS

1. PREVAILING TERMS

These Purchase Order/Master Contract Standard Terms and Conditions (Standard Terms and Conditions) apply to El Paso Water Utilities Public Service Board (EPWater) purchases entered into by EPWater through Purchase Orders or Master Contract for goods or services, unless otherwise noted on a Purchase Order or Master Contract.

These terms prevail over the Vendor’s terms. The Standard Terms and Conditions and accompanying Purchase Order or Master Contract are considered the contract between EPWater and Vendor.

On purchases through an approved purchasing cooperative, the Standard Terms and Conditions supplement and prevail over the purchasing cooperative contract terms and conditions if there is a conflict, unless otherwise noted on a Purchase Order or Master Contract.

The acceptance of EPWater’s Purchase Order or Master Contract by Vendor signifies the Vendor’s acceptance of these Standard Terms and Conditions.

2. INVOICES & PAYMENTS

A. EPWater will pay all invoices in accordance with Chapter 2251 of the Government Code.

EPWater will notify the Vendor of any errors or disputes in invoices, in accordance with Chapter

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2251 of the Texas Government Code.

B. The Vendor will submit invoices, in single copy, on each contract after each delivery. Invoices covering more than one purchase order will not be accepted.

C. Invoices will be itemized, including serial number of unit; transportation charges, if any, will be listed separately.

D. Invoices will reflect the Purchase Order or Master Contract number.

E. EPWater is a tax-exempt entity. Do not include any taxes in invoices. EPWater will furnish a tax exemption certificate upon request.

F. Discounts will be taken from the date of receipt of goods or date of invoice, whichever is later.

G. A copy of the bill of lading and the freight waybill when applicable will be attached to the invoice.

H. Payment will not be due until the above instruments are submitted after delivery and acceptance.

I. E-Mail invoices to accountspayable@epwater.org.

J. Vendor shall notify the Purchasing & Contract Administration division of any changes in its remittance addresses.

3. AVAILABILITY OF FUNDS

The awarding of this contract is dependent upon the availability of funding. In the event that funds do not become available, the contract may be terminated, or the scope may be amended. A 30-day written notice will be given to the Vendor and there will be no penalty or removal charges incurred by EPWater.

4. GRATUITIES

EPWater may, by written notice to the Vendor, cancel this contract without liability to Vendor if it is determined by EPWater that gratuities, in the form of entertainment, gifts, or otherwise, were offered or given by the Vendor, or any agent or representative of the Vendor, to any officer or employee of EPWater with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending, or the making or any determinations with respect to the performance of such a contract. In the event this contract is canceled by EPWater pursuant to this provision, EPWater shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Vendor in providing such gratuities.

5. WARRANTY-PRICE

A. The price to be paid by EPWater will be that contained in the Vendor's quote which the Vendor warrants to be no higher than Vendor's current prices on orders by others for products of the kind and specification covered by this contract for similar quantities under similar or like conditions and methods of purchase. In the event Vendor breaches this warranty, the prices of the items will be reduced to the Vendor's current prices on orders by others, or in the alternative, EPWater may cancel mailto:accountspayable@epwater.org

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B. The Vendor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Vendor for the purpose of securing business. For breach or violation of this warranty EPWater will have the right in addition to any other right or rights to cancel this contract without liability and to deduct from the contract price.

6. RIGHT TO ASSURANCE

Whenever one party to this contract in good faith has reason to question the other party's intent to perform, he or she may demand that the other party give written assurance of his or her intent to perform. In the event that a demand is made and no assurance is given within five (5) calendar days, the demanding party may treat this failure as an anticipatory repudiation of the contract.

7. VENDOR TO PACKAGE GOODS

The vendor will package goods according to good commercial practices. Each shipping container will be clearly and permanently marked as follows: (a) Vendor's name and address; (b) Consignee's name, address, and purchase order; (c) Container number and total number of containers, e.g., "box 1 of 4 boxes"; and (d) the number of the container bearing the packing slip. The Vendor will bear the cost of packaging unless otherwise provided. Goods will be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. EPWater's count or weight will be final and conclusive on shipments not accompanied by packing lists.

8. SHIPMENT UNDER RESERVATION PROHIBITED

The Vendor is not authorized to ship the goods under reservation and no tender of a bill of lading will operate as a tender of goods.

9. DELIVERY TERMS AND TRANSPORTATION CHARGES

The delivery of the goods by Vendor shall be F.O.B. Destination Freight Prepaid unless delivery terms are specified otherwise in the quote; EPWater agrees to reimburse the Vendor for transportation costs in the amount specified in the Vendor's quote, or actual costs, whichever is lower, if the quoted delivery terms do not include transportation costs, EPWater will have the right to designate what method of transportation will be used by Vendor to ship the goods.

10. TITLE & RISK OF LOSS

The title and risk of loss of the goods will not pass to EPWater until EPWater receives and takes possession of the goods at the point or points of delivery.

11. RIGHT OF INSPECTION

EPWater will have the right to inspect the goods at delivery before accepting them.

12. NO REPLACEMENT OF DEFECTIVE TENDER

Every tender or delivery of goods must fully comply with all provisions of this contract as to time of delivery, quality, and the like. If a tender is made which does not fully conform, this will constitute a breach, and the Vendor will not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Vendor may reasonably notify EPWater of his intention

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13. PLACE OF DELIVERY

The place of delivery will be that set forth in the Purchase Order or Master Contract. The terms of this contract are "no arrival, no sale.”

14. WARRANTY-PRODUCT

The Vendor will not limit or exclude any implied warranties, and any attempt to do so will render this contract voidable at EPWater's option.

15. SAFETY WARRANTY

Vendor warrants that the product sold to EPWater will conform to the standards promulgated by the US Department of Labor under the Occupational Safety and Health Act of 1970. In the event the product does not conform to OSHA standards, EPWater may return the product for correction or replacement at the Vendor's expense. In the event the Vendor fails to make the appropriate correction within reasonable time, correction made by EPWater will be at the Vendor's expense.

16. TERMINATION

A. Termination for Convenience: EPWater may terminate this contract for convenience, in whole or in part at any time by written notice to the Vendor. The vendor will be paid its costs, including the contract closeout costs and work performed up to the time of termination. The Vendor will promptly submit its termination claim to EPWater. If the Vendor has any property in its possession belonging to EPWater, the Vendor will account for the same and dispose of it in the manner EPWater directs.

B. Termination for Default: If the Vendor fails to comply with any provision of the contract, EPWater may terminate this contract for default. Termination shall be effectuated by serving a notice of intent to terminate the contract, setting forth the manner in which the Vendor is in default. The Vendor will be given an opportunity to correct the problem within a reasonable time before termination notice is rendered. The Vendor will only be paid the contract price for supplies delivered and accepted or services performed in accordance with the manner of performance set forth in the contract. EPWater shall have the right to immediately terminate the contract for default if the Vendor violates any local, state, or federal laws, rule or regulations that relate to the performance of this contract.

C. Termination for Default by EPWater: If EPWater fails to perform any of its duties under this contract, Vendor may deliver a written notice to Purchasing & Contract Administration division describing the default, specifying the provisions of the contract under which the Vendor considers EPWater to be in default and setting forth a date of termination not sooner than 90 days following receipt of the Notice. The Vendor at its sole option may extend the proposed termination date to a later date. If EPWater fails to cure such default prior to the proposed date of termination, Vendor may terminate its performance under this contract as of such date.

D. Termination for Failure to Comply with Subchapter J, Chapter 552, Government Code.

This clause is applicable for purchases that have a stated expenditure or result in the expenditure of at least $1 million.

The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the Vendor agrees that this contract can be terminated if the Vendor knowingly or intentionally fails to comply with a requirement of that subchapter.

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17. ADDITIONAL REMEDIES

If EPWater terminates the contract because the Vendor fails to deliver goods as required by the contract, EPWater shall have the remedies available to a buyer pursuant to the UNIFORM COMMERCIAL CODE, including the right to purchase the goods from another vendor in substitution for those due from the Vendor. The cost to cover shall be the cost of substitute goods determined by informal or formal procurement procedures as required by the Texas Local Government Code.

EPWater may recover the difference between the cost of cover and the contract cost by deducting the same from amounts owed to Vendor for goods delivered prior to termination or any other lawful means.

18. FORCE MAJEURE

If, by reason of Force Majeure, either party hereto will be rendered unable wholly or in part to carry out its obligations under this contract then such party will give notice and full particulars of such Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, will be suspended for only thirty (30) days during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party will try to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure as employed herein, will mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, orders of any kind of government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines, or canals. It is understood and agreed that the settlement of strikes and lockouts will be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure will be remedied with all reasonable dispatch will not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. If a party is unable to comply with the provisions of this contract by reason of Force Majeure for a period beyond thirty days after the event or cause relied upon, then upon written notice after the thirty (30) days, the affected party shall be excused from further performance under this contract.

19. CONTRACTUAL RELATIONSHIP

Nothing herein will be construed as creating the relationship of employer and employee between EPWater and the Vendor or between EPWater and the Vendor's employees. EPWater will not be subject to any obligations or liabilities of the Vendor or his employees incurred in the performance of the contract unless otherwise herein authorized. The Vendor is an independent Vendor and nothing contained herein will constitute or designate the Vendor or any of his employees as employees of EPWater. Neither the Vendor nor his employees will be entitled to any of the benefits established for EPWater employees, nor be covered by EPWater's Workers' Compensation Program.

20. ASSIGNMENT-DELEGATION

No right or interest in this contract will be assigned or delegation of any obligation made by the Vendor without the written permission of EPWater. Any attempted assignment or delegation by the Vendor will be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph.

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21. WAIVER

No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and signed by the aggrieved party.

22. ADVERTISING

Vendor will not advertise or publish the fact that EPWater has entered into this contract without EPWater's prior consent.

23. NOTICES

All notices sent to EPWater shall be made in writing and may be given by personal delivery or by mail. Notices sent by mail to EPWater shall be addressed to the designated responsible person or office:

El Paso Water-Public Service Board Purchasing & Contracts Administration 1154 Hawkins Blvd.

El Paso, Texas 79925

When so addressed, notices shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances notices shall be deemed given at the time of actual delivery.

24. INDEMNIFICATION

VENDOR OR ITS INSURER WILL INDEMNIFY, DEFEND AND HOLD EPWATER, ITS OFFICERS,

AGENTS AND EMPLOYEES, HARMLESS FOR AND AGAINST ANY AND ALL CLAIMS, CAUSES

OF ACTION, LIABILITY, DAMAGES OR EXPENSE, (INCLUDING BUT NOT LIMITED TO

ATTORNEY FEES AND COSTS) FOR ANY DAMAGE TO OR LOSS OF ANY PROPERTY, OR

ANY ILLNESS, INJURY, PHYSICAL OR MENTAL IMPAIRMENT, LOSS OF SERVICES, OR

DEATH TO ANY PERSON ARISING OUT OF OR RELATED TO THIS CONTRACT, UNLESS

SUCH DAMAGE, INJURY, LOSS, ILLNESS, PHYSICAL OR MENTAL IMPAIRMENT, LOSS OF

SERVICE, OR DEATH RESULTS SOLELY FROM OR SOLELY INVOLVES NEGLIGENCE, OR

ALLEGATIONS OF NEGLIGENCE ON THE PART OF EPWATER, ITS OFFICERS, AGENTS, OR

EMPLOYEES. WITHOUT MODIFYING THE CONDITIONS OF PRESERVING, ASSERTING OR

ENFORCING ANY LEGAL LIABILITY AGAINST EPWATER, EPWATER WILL PROMPTLY

FORWARD TO VENDOR EVERY DEMAND, NOTICE, SUMMONS OR OTHER PROCESS

RECEIVED BY EPWATER IN ANY CLAIM OR LEGAL PROCEEDING CONTEMPLATED HEREIN.

VENDOR WILL 1) INVESTIGATE OR CAUSE THE INVESTIGATION OF ACCIDENTS OR

OCCURRENCES INVOLVING SUCH INJURIES OR DAMAGES; 2) NEGOTIATE OR CAUSE TO

BE NEGOTIATED THE CLAIM AS THE VENDOR MAY DEEM EXPEDIENT; AND 3) DEFEND OR

CAUSE TO BE DEFENDED ON BEHALF OF EPWATER ALL SUITS FOR DAMAGES EVEN IF

GROUNDLESS, FALSE OR FRAUDULENT, BROUGHT BECAUSE OF SUCH INJURIES OR

DAMAGES. VENDOR WILL PAY ALL JUDGMENTS FINALLY ESTABLISHING LIABILITY OF

EPWATER IN ACTIONS DEFENDED BY VENDOR PURSUANT TO THIS SECTION ALONG WITH

ALL ATTORNEYS' FEES AND COSTS INCURRED BY EPWATER INCLUDING INTEREST

ACCRUING TO THE DATE OF PAYMENT BY VENDOR, AND PREMIUMS ON ANY APPEAL

BONDS. EPWATER, AT ITS ELECTION, WILL HAVE THE RIGHT TO PARTICIPATE IN ANY

SUCH NEGOTIATIONS OR LEGAL PROCEEDINGS TO THE EXTENT OF ITS INTEREST.

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EPWATER WILL NOT BE RESPONSIBLE FOR ANY LOSS OF OR DAMAGE TO THE VENDOR'S

PROPERTY FROM ANY CAUSE.

25. INSURANCE REQUIREMENTS

Commercial General Liability:

Written on an occurrence form. There may be situations where a “claims-made” form may be our only option, but it is best we require an occurrence form including all the usual coverage known as:

Premises/operations liability Products/completed operations Personal/advertising injury Contractual liability Broad-form property damage Independent Vendor liability Explosion, Collapse and Underground (XCU) Cyber Liability/Data/Breach/Ransom

Minimum Limits of Liability:

$1,000,000 Bodily Injury/$1,000,000 Property Damage per occurrence Commercial General Liability Exclusion Removed/Railroad Protective Liability/Contractual

Liability-Railroads:

$1,000,000 Bodily Injury/$1,000,000 Property Damage Liability per occurrence Required when a Vendor is going to work on or within 50 feet of any “railroad property”

Commercial Automobile Liability:

$1,000,000 Bodily Injury/$500,000 Property Damage Liability per occurrence Workers’ Compensation: Statutory Coverage for Employers Liability Professional (Errors & Omissions) Liability (if required):

$1,000,000 per occurrence

Umbrella or Excess Liability Insurance:

$5,000,000 per occurrence

EPWater, its officials, employees, agents, and Vendors shall be named as additional insureds and contain a “blanket waiver of subrogation” clause in favor of EPWater.

The Vendor and their sub-Vendors’ insurance coverage shall be primary insurance as respects EPWater, its officials, employees, agents, and Vendors. Any insurance or self-insurance maintained by EPWater, its officials, employees, agents, and Vendors shall be in excess of the

Vendor’s or Vendor’s sub-Vendor’s insurance and shall not contribute to the Vendor’s or Vendor’s sub-Vendor’s insurance.

Prior to undertaking any work under this contract, the Vendor, at no expense to EPWater, shall furnish to EPWater copy of a certificate of insurance with an actual copy of policy and original endorsements affecting coverage for each of the insurance policies provided in this exhibit. Any deductibles or self-insured retentions must be declared to and approved by EPWater.

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Notices and Certificates required by this clause shall be provided to:

El Paso Water-Public Service Board Purchasing & Contracts Administration

1154 Hawkins Blvd.

El Paso, Texas 79925

Please refer to Purchase Order or Master Contract number and title in all correspondence. Failure to submit insurance certification may result in contract cancellation.

26. COMPLIANCE WITH NON-DISCRIMINATION LAWS

The Vendor agrees that it, its employees, officers, agents, and sub-Vendors, will comply with all applicable federal and state laws and regulations and local ordinances in the performance of this contract, including, but not limited to, the American with Disabilities Act, the Occupational Safety and Health Act, or any environmental laws.

The Vendor further agrees that it, its employees, officers, agents, and sub-Vendors will not engage in any employment practices that have the effect of discriminating against employees or prospective employees because of sex, race, religion, age, disability, ethnic background or national origin, or political belief or affiliation of such person, or refuse, deny, or withhold from any person, for any reason directly or indirectly, relating to the race, gender, gender identity, sexual orientation, color, religion, ethnic background or national origin of such person, any of the accommodations, advantages, facilities, or services offered to the general public by place of public accommodation.

27. CONTRACTING INFORMATION

This clause is applicable for purchases that have a stated expenditure or result in the expenditure of at least $1 million.

The Vendor must preserve all contracting information related to this contract as provided by the records retention schedule requirements applicable to EPWater for the duration of this contract.

Vendor will promptly provide EPWater any contracting information related to this contract that is in the custody or possession of the Vendor on request of EPWater. On completion of this contract, Vendor will either provide at no cost to EPWater all contracting information related to this contract that is in the custody or possession of the Vendor or preserve the contract information related to this contract as provided by the records retention requirements applicable to EPWater.

28. RIGHT TO AUDIT

The Vendor agrees that EPWater shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine and copy any directly pertinent books, computer and digital files, documents, papers, and records of the Vendor involving transactions relating to this contract. Vendor agrees that EPWater shall have access during normal working hours to all necessary Vendor facilities, and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. EPWater shall give the Vendor reasonable advance notice of intended audits. EPWater will pay the Vendor for reasonable costs of any copying EPWater performs on the Vendor’s equipment or requests the Vendor to provide. The Vendor agrees to refund to EPWater any overpayments disclosed by any such audit.

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The Vendor agrees that it will include this requirement in any subcontract entered into in connection with this contract.

29. ISRAEL

This clause is applicable to purchases of a value of $100,000 or more from a company with 10…