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THE METROPOLITAN WATER DISTRICT

OF SOUTHERN CALIFORNIA

REQUEST FOR PROPOSALS

TO PROVIDE

CHLORINE AND CAUSTIC SODA FOR WATER TREATMENT

RFP-ER-206789

SEPTEMBER 2011

REQUEST FOR PROPOSALS (RFP) ISSUED ............................................................ September 21, 2011 REQUESTS FOR CLARIFICATION DUE .................................................................. September 28, 2011 PROPOSALS DUE ....................................................................... 3:00 p.m. PDT October 11, 2011

NOTICE

All respondents must be registered on Metropolitan’s e-procurement system and have a password and personal identification number (PIN) in order to submit a response to this solicitation. Please ensure that you have your access passwords and pins prior to the response due date.

ONLY ELECTRONIC RESPONSES SUBMITTED ONLINE WILL BE ACCEPTED

To ensure receipt of the latest information and updates regarding this solicitation, interested parties must register on NETConnect at www.mwdh2o.com ; click on “Doing Business”; then select “Vendor Registration” or https://vendors.planetbids.com/NETConnect/Vendor_Registration.cfm .

Principal Buyer: Elvira “Vera” Rieckhoff

Email address: [email protected]

http://www.mwdh2o.com/

https://vendors.planetbids.com/NETConnect/Vendor_Registration.cfm

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Table of Contents

SECTION 1: INFORMATION FOR RESPONDENTS .................................................................................... 1

1.1 About Metropolitan ......................................................................................................................... 1

1.2 Brief Description of Products and Services Required ...................................................................... 1

1.3 Minimum Qualifications and Requirements .................................................................................... 3

1.4 Business Outreach Program ............................................................................................................. 4

1.5 Request for Proposal Timeline ......................................................................................................... 5

1.6 Requests for Clarification ................................................................................................................. 5

1.7 General Proposal Information ......................................................................................................... 5

1.8 Rights Reserved to Metropolitan ..................................................................................................... 6

1.9 Validity .......................................................................................................................................... 6

1.10 Pre-Contractual Expenses ............................................................................................................. 6

1.11 Confidentiality ............................................................................................................................... 7

1.12 Protest Procedure ......................................................................................................................... 7

1.13 Award of Contract ......................................................................................................................... 7

1.14 Metropolitan Terms and Conditions ............................................................................................. 7

1.15 Insurance ....................................................................................................................................... 7

1.16 Term of Agreement ....................................................................................................................... 7

1.17 Contract Renewal .......................................................................................................................... 8

1.18 Price Adjustments ......................................................................................................................... 7

1.19 Definitions ..................................................................................................................................... 9

SECTION 2: PRODUCT SPECIFICATIONS (UPLOADED AS SEPARATE DOCUMENTS) ............................. 11

SECTION 3: EVALUATION CRITERIA ...................................................................................................... 12

3.1 Company Qualifications and Experience ....................................................................................... 12

3.2 Staff Qualifications / Staffing Plan ................................................................................................. 12

3.3 Proposed Product Source and Supply Management ..................................................................... 12

3.4 Price ............................................................................................................................................... 13

ii

3.5 Environmental Sensitivity .............................................................................................................. 13

3.6 Business Outreach Program ........................................................................................................... 13

SECTION 4: PROPOSAL INSTRUCTIONS ................................................................................................ 14

4.1 General ........................................................................................................................................... 14

4.2 Online Submittal ............................................................................................................................ 14

4.3 Response Requirements ................................................................................................................ 15

SECTION 5: EVALUATION PROCESS AND NEGOTIATIONS .................................................................... 21

5.1 Evaluation Process ......................................................................................................................... 21

5.2 Negotiations ................................................................................................................................... 21

The following are either included in this RFP or are uploaded in the bid system as separate

documents:

EXHIBITS:

Exhibit A – Price Schedule

Exhibit B – Metropolitan Terms and Conditions

ATTACHMENTS:

Attachment 1 – Respondent Participation Form

Attachment 2 – Conflict of Interest Statement

Attachment 3 – Respondent Questionnaire

SPECIFICATIONS (A total of Two):

LIQUID CHLORINE (BULK) SPECIFICATION NO. WQ-17-140-00080H (REVISED JULY 11, 2011)

LIQUID CAUSTIC SODA (BULK) SPECIFICATION NO. WQ-17-210-41580/40280H (REVISED JULY 11,

2011)

RFP-ER-206789 Section 1

Information for Respondents

Page 1

SECTION 1: INFORMATION FOR RESPONDENTS

1.1 About Metropolitan

The Metropolitan Water District of Southern California, (Metropolitan) is a public agency incorporated in

1928 pursuant to the Metropolitan Water District Act to build the Colorado River Aqueduct, a facility it

still owns and operates. Metropolitan’s primary purpose is to provide a supplemental water supply for

domestic and municipal uses at wholesale rates to its member agencies. Metropolitan imports water

from two sources: the Colorado River via the Colorado River Aqueduct and Northern California via the

California Aqueduct. Today, Metropolitan provides nearly 60 percent of the water used within its

service area.

Metropolitan consists of 26 member agencies that include 14 cities, 11 municipal water districts, and

one-county water authority. Metropolitan is governed by a 37-member Board of Directors made up

from the member agencies.

Metropolitan’s service area comprises 5,200 square miles and includes portions of the six counties of

Los Angeles, Orange, Riverside, San Bernardino, San Diego, and Ventura. Existing Metropolitan facilities

include a 242 mile-long Colorado River Aqueduct with 5 pumping plants, a distribution system utilizing 8

functional reservoirs, 5 water treatment plants, 43 pressure control structures, 16 hydroelectric plants,

and approximately 775 miles of large diameter pipelines.

Respondents are encouraged to review Metropolitan’s Web Site announcements on a regular basis for

contracting opportunities: www.mwdh2o.com.

1.2 Brief Description of Products and Services Required

Metropolitan is seeking experienced and qualified water treatment chemical providers (contractors) to

furnish and deliver bulk liquid chlorine and caustic soda in accordance with the specifications herein.

Metropolitan anticipates a total use of approximately 6,000 tons of chlorine and 14,000 dry tons of

caustic soda in the initial year.

Metropolitan operates five (5) water treatment plants listed below and a Chlorine Unloading Facility

(CUF). Refer to specifications for actual delivery locations and requirements. Note that CUF (not listed

below) is operated by Metropolitan to facilitate the delivery of chlorine to plants that are inaccessible by

railcar.

Pricing is requested for three Product Options and each Product Option has suboption A and subption B.

Refer to Section 4, paragraph I (Price and Costs) for more detail on the Product Options and suboptions.

Respondents may propose to supply only chlorine or caustic, or both products.




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Below is a table of estimated annual usage by ton by facility. These quantities are provided for the

information of Respondents. Quantities shall not be deemed to either guarantee a minimum amount or

restrict the maximum amount to be delivered.

Chlorine

Diemer Jensen Mills Skinner Weymouth

Jul-11 128 151 46 182 147

Aug-11 130 146 41 188 147

Sep-11 121 130 36 188 134

Oct-11 115 122 29 120 120

Nov-11 96 108 23 111 98

Dec-11 74 92 16 65 84

Jan-12 90 89 20 95 114

Feb-12 89 76 18 64 104

Mar-12 87 64 25 90 103

Apr-12 123 46 29 117 129

May-12 153 80 38 189 160

Jun-12 151 87 43 168 178

Totals 1,357 1,191 364 1,577 1,518

Caustic Soda

Diemer Jensen Mills Skinner Weymouth

Jul-11 490 388 137 179 473

Aug-11 495 374 124 90 475

Sep-11 463 334 107 185 433

Oct-11 438 314 87 57 386

Nov-11 367 277 69 109 316

Dec-11 283 235 49 31 272

Jan-12 140 229 61 96 149

Feb-12 264 195 54 31 259

Mar-12 339 164 75 91 339

Apr-12 365 117 88 56 323

May-12 452 205 114 191 401

Jun-12 375 224 129 81 375 Dry

Tons, Totals 4,471 3,056 1,094 1,197 4,201



Page 3

The caustic soda estimated usage is based on a 50% concentration, except for Mills which

currently uses 25% caustic soda, yet each facility retains the option to receive deliveries in

either concentration.

Refer to the Specifications for the modes (options) of delivery that Contractor(s) will make

available to Metropolitan. Still, unless otherwise specified at the time an order is placed,

Contractor(s) will generally furnish product to Metropolitan as follows:

Jensen facility -railcars of chlorine; railcars of caustic

Weymouth facility -railcars of chlorine; tanker deliveries of caustic

Other (3) treatment plants – Contractor will transload chlorine from railcars at Contractor’s local

facility into Metropolitan’s cargo tanks for delivery by Metropolitan; tanker deliveries of caustic

1.3 Minimum Qualifications and Requirements

Respondent must meet the following minimum qualifications and requirements. Respondent's Proposal

will be deemed non-responsive to the extent that it does not meet the minimum qualifications and

requirements.

1. Respondent must have been in the business of furnishing liquid chlorine and or caustic soda as

specified in the RFP for the last five (5) years.

2. Respondent must have all required licenses, permits, certificates, and accreditation for the

delivery of required product and services.

3. Respondent proposing to supply chlorine shall:

a. Have a liquid chlorine facility with storage capacity of a minimum of 270 tons for trans-

loading liquid chlorine from railcars to Metropolitan’s cargo tanks trailers and this facility

must be within 100 miles of Metropolitan’s Chlorine Unloading Facility in Perris, CA.

b. Be capable of making railcar deliveries to any Metropolitan facility that has railcar access.

Respondent proposing to supply caustic soda shall:

4. Respondent proposing to supply caustic soda shall:

a. Provide an operating facility in Southern California from which it will make tanker deliveries

to Metropolitan plants.

b. Be capable of making railcar deliveries to any Metropolitan facility that has railcar access.

5. The chlorine and caustic soda must be certified as meeting the specifications of American

National Standards Institute/NSF International Standard 60 Drinking Water Treatment

Chemicals—Health Effects (ANSI/NSF 60) and produced by an NSF Standard 60 certified

manufacturer. Any transfer facility shall be required to hold NSF Standard 60 certification.



Page 4

Proposals containing any pending or in-process NSF Standard 60 certifications shall not be

considered.

6. The chlorine must conform to the American Water Works Association’s (AWWA’s) Standard for

Liquid Chlorine, B301-2010 or current version, except as modified or supplemented in this RFP.

7. The caustic soda must conform to the American Water Works Association’s (AWWA’s) Standard

for Sodium Hydroxide (Caustic Soda) , B501-08 or current version, except as modified or

supplemented in this RFP.

1.4 Business Outreach Program

1. The Metropolitan Water District of Southern California is committed to creating an environment

that affords all individuals and businesses open access to the business opportunities available

within the regional service area in a manner that reflects the diversity of the service area.

2. It is the policy of Metropolitan Water District to solicit participation in the performance of all

construction, professional services, procurement contracts, supplies, and equipment procured

by Metropolitan by all individuals and businesses, including but not limited to small businesses,

locally owned businesses, women, minorities, disabled veterans, and economically

disadvantaged enterprises.

3. A Regional Business Enterprise (RBE) is a business that has maintained an office for a minimum

of one year within Metropolitan’s service area which includes portions of six counties. Those

counties are as follows: Los Angeles, San Bernardino, Riverside, Orange, San Diego and Ventura.

The business must have a business permit or license issued by the local jurisdiction in which they

are located. Please refer to the following link to see cities within our service area:

http://www.mwdh2o.com/mwdh2o/pages/memberag/member04.html

Those firms that qualify as RBEs will receive five (5) percentage points toward total scoring

points.

4. A Small Business Enterprise (SBE) is independently owned and operated; is not dominant in its

field; and meets the criteria set forth by the Small Business Administration in Title 13, Code of

Federal Regulations, Part 121. Firms participating as prime respondents who qualify as SBEs

will receive five (5) percentage points toward total scoring points.

5. A Disabled Veteran Business Enterprise (DVBE) is independently owned and operated; is not

dominant in its field; and meets the criteria set forth by the Veterans Benefit Act of 2003 (15

U.S.C. 657f) AND BY the California Department of General Services (DGS), Procurement Division

(PD), Office of Small Business and DVBE Certification (OSDC). Disabled Veteran Business

Enterprises (DVBEs) must indicate their DVBE status through the Vendor Registration and

Certification portal at www.mwdh2o.com. Those firms that qualify as DVBE primes will receive

five (5) percentage points toward total scoring points.

6. A maximum of five percentage points are available for SBE and/or DVBE status.

http://www.mwdh2o.com/mwdh2o/pages/memberag/member04.html



Page 5

7. For questions or clarification concerning the Business Outreach Program, please call the

Business Outreach Office Hot Line at 213.217.7444.

To receive SBE/DVBE incentives, all SBE/DVBE Respondents and sub-contractors must be registered in Metropolitan's online registration system before a Proposal can be submitted. Other acceptable proof of SBE/DVBE status is:

• An SBE /DVBE profile printout from Metropolitan's online registration system, available at www.mwdh2o.com

• A copy of Certification of SBE Status issued by Metropolitan's Business Outreach Office, or

• DVBE certification issued by the State of California or the U.S. Department of Veterans Affairs, or

• A micro-business certification issued by the State of California Department of General Services, or

• Certification of SBE status from one of our MOU partners.

1.5 Request for Proposal Timeline

Timeline presented below is the anticipated schedule for this RFP. Dates and times are subject to

change.

September 21, 2011 RFP issued

September 28, 2011 Respondent questions due by 5:00 pm to [email protected]

October 3, 2011 Addendum issued, including responses to questions

October 11, 2011 Online Proposals due at 3:00 pm

1.6 Requests for Clarification

1. Firms requesting clarification pertaining to this RFP shall submit all requests by 5:00 p.m., PDT,

September 28, 2011, via email to Elvira “Vera” Rieckhoff at [email protected]. As

appropriate, Metropolitan will respond to questions, and answers will be posted on its e-

procurement website in the form of an amendment to the RFP. No oral statement of any

person shall modify or otherwise affect the terms, conditions, or specifications stated herein.

All official changes to the RFP shall be made in writing by Metropolitan.

2. In order to be responsive, receive updates, clarifications, addenda and amendments, you must

complete the online registration by going to www.mwdh2o.com, then click on “Doing Business”,

and then Vendor Registration.

1.7 General Proposal Information

1. Respondents are encouraged to carefully review this RFP in its entirety prior to preparation of

the Proposals.

mailto:[email protected]

mailto:[email protected]




Page 6

2. All Proposals submitted will become the property of Metropolitan.

3. Respondent may modify or amend its Proposal only if Metropolitan receives the amendment

prior to the deadline stated herein for receiving Proposals.

4. If Respondent forms a joint venture, a copy of the joint venture agreement will be requested if

Respondent is selected for award. Do not submit the joint venture agreement with the

Proposal.

5. A Proposal may be considered non-responsive if conditional, incomplete, or if it contains

alterations of form, additions not called for, or other irregularities that may constitute a material

change to the Proposal.

1.8 Rights Reserved to Metropolitan

Metropolitan reserves the right to:

• Reject any or all Proposals;

• Select the Proposal most advantageous to Metropolitan;

• Verify all information submitted in the Proposal;

• Withdraw this solicitation at any time without prior notice and furthermore, makes no

representations that any contract will be awarded to any Respondent responding to this RFP;

• Award its total requirements to one Respondent or to apportion those requirements among two

or more Respondents as Metropolitan may deem to be in its best interests;

• Negotiate the final contract with any Respondent(s) as necessary to serve the best interests of

Metropolitan;

• Amend the RFP;

• Amend the final contract to incorporate necessary attachments and exhibits or to reflect

negotiations between Metropolitan and the successful Respondent.

1.9 Validity

Proposals must be valid for a period of at least 180 days from the closing date and time of this RFP.

Proposals may not be withdrawn after the submission date.

1.10 Pre-Contractual Expenses

Metropolitan shall not, in any event, be liable for any pre-contractual expenses incurred by Respondents

in the preparation of their Proposals. Respondents shall not include any such expenses as part of their

Proposal. Pre-contractual expenses are defined as expenses incurred by the Respondent in preparing its

Proposal in response to this RFP; submitting that Proposal to Metropolitan; negotiating with



Page 7

Metropolitan any matter related to the Proposal; and, any other expenses incurred by the Respondent

prior to the date of award and execution of an Agreement.

1.11 Confidentiality

1. Metropolitan is subject to the Public Records Act, California Government Code Section 6250 et.

seq. As such, all required submittal information is subject to disclosure to the general public and

Metropolitan cannot consider proposals marked confidential in their entirety.

2. Respondent may provide supplemental information exempt from public disclosure under Gov.

Code § 6254, including “trade secrets” under Evidence Code § 1060. Such supplemental

information shall not be material to the required submittal information and Metropolitan shall

be under no obligation to consider such supplemental information in its evaluation.

3. If submitting confidential, supplemental information, such information shall be clearly marked

"Confidential" and tabbed in its own section of the submittal. Upon completion of its

evaluation, Metropolitan will destroy any confidential, supplemental information submitted, or

return such information to Respondent if so requested.

1.12 Protest Procedure

Respondents may review Metropolitan’s protest procedure at: http://www.mwdh2o.com , Doing

Business, Purchasing Opportunities, click on “protest procedures”.

1.13 Award of Contract

After Respondent(s) is selected, the award of a contract (agreement) is contingent upon the successful

negotiation of terms, acceptability of fees, and formal approval by Metropolitan. Metropolitan may

award its total requirements to one Respondent or may apportion those requirements among two or

more Respondents as Metropolitan may deem to be in its best interests.

1.14 Metropolitan Terms and Conditions

Exhibit B contains Metropolitan’s Terms and Conditions. Before submitting your Proposal, you are

requested to carefully review all of the provisions set forth in Exhibit B. Metropolitan intends to utilize

the terms contained in Exhibit B for the resulting contract(s). Metropolitan reserves the right to modify,

add or delete any of the provisions of Exhibit B prior to issuance of the contract(s). Respondents shall

provide any exceptions or proposed language in Section C of their Proposal.

1.15 Insurance

Respondent shall state its willingness and ability to provide Metropolitan with required insurance

coverage as set forth in the sample Agreement. The insurance coverage required for this RFP is as

follows:

1. General Liability = $5,000,000

2. Automobile Liability = $5,000,000




Page 8

3. Workers’ Compensation insurance covering all of Respondent’s employees shall be furnished in

accordance with the Statutory Requirements of the State of California and shall include

Employers’ Liability insurance with a limit of $1,000,000 for each accident for bodily injury or

disease.

4. Pollution Liability =$5,000,000 per occurrence/$10,000,000 aggregate

1.16 Term of Agreement

The initial term of the Agreement(s) will be one-year and it is anticipated to be effective on or before

January 1, 2012. .

1.17 Contract Renewal

The contract(s) may be renewed for up to four (4) additional one-year option periods upon mutual

consent of the parties. When exercising a renewal option, Metropolitan shall provide written notice to

the Contractor, normally within 60 days before the expiration date of the current contract.

1.18 Price Adjustments

a. One Year Fixed Pricing – under this Pricing Option, pricing shall remain firm for the initial one year contract term.

Thereafter, price adjustments shall only be reviewed annually prior to the expiration of each one-year renewal option period. Supplier shall submit a written request for price adjustment at least 45 days prior to the expiration date of the current contract. Price adjustments shall become effective only upon approval by Metropolitan’s Procurement Team and shall remain firm for the entire term of the renewal contract year. All price adjustments shall be upon mutual agreement. Metropolitan shall grant price increases only as a result of requests in which cost increases to the Supplier are documented. Contractor may decrease Metropolitan pricing at any time. The request for a price increase shall include as a minimum: (1) the cause for the adjustment; (2) proposed effective date; and, (3) the amount of the adjustment requested with documentation to support the requested change (e.g., appropriate Bureau of Labor Statistics, PPI, Consumer Price Index- CPI-U, or other applicable data). Invoice and payment price shall be the price that is in effect on the date of the order,

regardless of when the order is delivered.

b. Indexed Pricing – under this Pricing Option, pricing shall remain firm for the initial six months of the contract term. Metropolitan pricing will be reviewed on or about the eighteenth calendar day of the sixth month following the contract’s initial effective date, and every six months thereafter for the term of the contract, including the option years. Assuming the contract(s) is effective January 1, 2012, the first Metropolitan price review would occur on or about June 18, 2012, and the effective dates of all price adjustments



Page 9

would then be July 1 and January 1. In other words, the initial Metropolitan price change will be effective the 1st calendar day of the seventh month of the contract (e.g., July 1, 2012) with each adjustment effective for a six-month period. Metropolitan pricing shall be subject to adjustment based on the change, up or down, in the following indexes:

The United States Bureau of Labor Statistics (BLS) Producer Price Index (PPI), and

The Energy Information Administration’s (EIA) Weekly On-Highway Diesel Prices Index as described herein.

Invoice and payment price shall be the price that is in effect on the date of the order, regardless of when the order is delivered.

1.19 Definitions

1. Agreement: Contractual document specifying the terms and conditions, and defining the scope

of work to be performed by the Contractor for a specific project, or on a continuing or on-call

basis.

2. Project Manager/Agreement Administrator: The person assigned to administer the work to be

accomplished by Respondent and the primary point of contact between Metropolitan and

Respondent.

3. Fee Schedule: A price list of costs associated with furnishing the requested products/services.

4. Joint Venture: An association of two or more persons or firms engaged in the cooperative effort

of providing services described in the Scope of Services for which a Proposal is being submitted.

5. Key Personnel: Lead members of Contractor’s team and actual direct participants in the

services. Key personnel may include the Contractor’s employees or a Subcontractor.

6. Metropolitan: Metropolitan as used hereinafter shall refer to The Metropolitan Water District

of Southern California.

7. Respondent: A sole proprietor, partnership, corporation, or joint venture making a Proposal or

response to Metropolitan's solicitations.

8. Contractor: The party entering into an agreement with Metropolitan for the performance of

work described in the solicitation.

9. Regional Business Enterprise: Firms having an office for a minimum of one year within

Metropolitan’s service area which includes portions of the following six counties: Los Angeles,

Orange, Riverside, San Bernardino, Ventura and San Diego. Small Business Enterprise: Those

firms meeting the criteria set forth by the Small Business Administration in Title 13, Code of

Federal Regulations, Part 121.

10. Disabled Veteran Business Enterprise: Any firm that is independently owned and operated; is

not dominant in its field; and meets the criteria set forth by the Veterans Benefit Act of 2003 (15



Page 10

U.S.C. 657f) AND BY the California Department of General Services (DGS), Procurement Division

(PD), Office of Small Business and DVBE Certification (OSDC)

11. Subcontractor: Any person, firm, or corporation performing work for the Contractor in support

of the agreement.

12. Solicitation: An RFP, RFB, RFI or RFQ issued by Metropolitan.

RFP-ER-206789 Section 2 Product Specifications Page 11

SECTION 2: PRODUCT SPECIFICATIONS

The following two (2) specifications are posted as separate attachments in Metropolitan’s bid system:

LIQUID CHLORINE (BULK) SPECIFICATION NO. WQ-17-140-00080H (REVISED JULY 11, 2011)

AND

LIQUID CAUSTIC SODA (BULK) SPECIFICATION NO. WQ-17-210-41580/40280H (REVISED JULY 11, 2011)


Evaluation Criteria

Page 12

SECTION 3: EVALUATION CRITERIA

The following evaluation criteria will be used for the evaluation and selection of Respondent. Each

Proposal will be competitively evaluated on its relative strengths and weaknesses against the following

criteria listed below. Proposal submittal instructions follow in Section 4.

3.1 Company Qualifications and Experience

Company history, maturity and financial health

Experience and track record with clients and projects similar in size and scope, with public entity work a plus

Value Added Services

3.2 Staff Qualifications / Staffing Plan

Technical competence and expertise

Experience, training, certifications of key personnel

Customer support

Lines of authority

3.3 Proposed Product Source and Supply Management

Solution to meet Metropolitan use and requirements.

Product manufacture, sourcing

Supply chain strength, proximity

Logistics and transportation systems

Contractor facilities

Mobilization plan to initiate product deliveries to Metropolitan facilities

Demobilization plan at end or termination of the contract.

Evaluation Criteria Weight

Company Qualifications and Experience 10

Staff Qualifications / Staffing Plan 10

Proposed Product Source and Supply Management 25

Price 40

Environmental Sensitivity 5

Business Outreach 10

TOTAL 100


Evaluation Criteria

Page 13

3.4 Price

Competitiveness and reasonableness of price.

3.5 Environmental Sensitivity

Policies or practices that demonstrate environmental sensitivity. Respondents that demonstrate environmental sensitivity will be awarded 5 percentage points toward the total number of evaluation points.

3.6 Business Outreach Program

Respondents (primes) who qualify as a Small Business Enterprise and/or Disabled Veteran Business Enterprise and have submitted the required documents as stated in Section 1, Business Outreach Program, will be awarded 5 percentage points toward the total number of evaluation points.

Respondents (primes) who qualify as Regional Business Enterprise and have submitted the required documents as stated in Section 1, Business Outreach Program, will be awarded 5 percentage points toward the total number of evaluation points.


Proposal Instructions

Page 14

SECTION 4: PROPOSAL INSTRUCTIONS

4.1 General

Proposals shall be submitted online in accordance with the “Online Submittal Instructions” below. Failure to submit your Proposal online by the deadline will result in a nonresponsive determination.

4.2 Online Submittal

1. Proposals shall be submitted online at:

https://vendors.planetbids.com/NETConnect/NetConnectHome.cfm through Metropolitan’s E-Procurement system, NETConnect.

2. First time users to the system must first register before attempting to upload a response. Responses shall be submitted in an Adobe Acrobat PDF format or Microsoft WORD format. To the extent practicable, Metropolitan prefers that all submittal documents be contained in a single file. Alternatively, Respondent may choose to combine multiple files using a standard zip file for its Proposal. Zip files MUST be compatible with Microsoft WinZip.

3. In order to upload a response to a solicitation document, in addition to a login identification and password, Users MUST have a PIN code prior to attempting to post a document. Respondents should ensure that they have their correct pin code prior to the response due date.

4. To locate the User’s PIN code: click on the Password/PIN help link on the NETConnect system’s home-page and the authorized User’s username/password and PIN code will be emailed to the individual who created the Firm’s profile on the NETConnect system. . PLEASE AVOID WAITING UNTIL THE DAY AND TIME THE SOLICITATION CLOSES TO SEEK PIN CODE ASSISTANCE FROM NETCONNECT REPRESENTATIVES.

5. Respondent should not combine more than five (5) files within one zip file. Respondent may not upload multiple zip files to exceed the 5 file limitation. Files shall be named as follows: Firm name-RFP No.pdf/doc/zip, as an example, “ACMECompany-206789.pdf.” Firms not adhering to this protocol may be deemed non-responsive.

6. Respondent’s response file size shall not exceed 8MB. Files larger than 8MB may be automatically rejected from the NETConnect system. System rejection from the site will deem Respondent’s Proposal non-responsive.

7. Metropolitan will not be responsible for submittals that are delinquent, lost, miss-marked, or that do not follow the submittal procedures given herein, or sent by mail or courier service (paper hard copies/CDs will not be accepted in lieu of an electronic submittal and shall be returned unopened).

8. Respondents may not send their Proposals via email to a Metropolitan email address as an alternative to an online submission via the NETConnect system. Proposals sent via email will be deemed non-responsive and not considered in the evaluation process.

9. Proposals received after the stated time and date, will be considered late and will be automatically rejected by the NETConnect system. PLEASE ALLOW A MINIMUM OF ONE HOUR before the solicitation closing time to upload your Statement of Qualifications. Firms that are locked out by the NETConnect system during the posting process will be deemed non-responsive and not considered during the evaluation process.

https://vendors.planetbids.com/NETConnect/NetConnectHome.cfm



Page 15

10. Respondents should contact a NETConnect representative at 1.888.614.2437 with problems that may be encountered during the online posting process.

11. Proposals will be received until 3:00 p.m., PDT, October 11, 2011.

4.3 Response Requirements

The information requested below will be used to evaluate the Respondent’s Proposal based on the

criteria outlined in Section 3. Respondents may be deemed non-responsive if they do not respond to all

Sections, A through L.

Proposals must be prepared simply and economically, providing a straightforward, concise description

of methodology and approach to satisfy the requirements of this RFP. Emphasis should be on

completeness and clarity of content with sufficient detail to allow for accurate evaluation and

comparative analysis. Respondent’s Proposal shall be clear, accurate, and comprehensive. Excessive or

irrelevant materials will not be favorably received. A material departure from the format requirements

listed herein may render the proposal as non-responsive.

Respondent’s Proposals shall be organized in separate sections with corresponding letters and related

headings in the order presented below. Each section shall include the required information or statement

relevant to that section.

A. Executive Summary Letter

B. Validity of Proposal

C. Statement of Compliance

D. Minimum Requirements

E. Financial Information

F. Company Qualifications and Experience

G. Staff Qualifications / Staffing Plan

H. Proposed Product Source and Supply Management

I. Price

J. Environmental Sensitivity

K. Subcontractors / Respondent Participation Form

L. Conflict of Interest



Page 16

A. Executive Summary Letter

This letter shall be a brief formal letter from Respondent that provides information regarding the firm and its ability to perform the requirements of this RFP. This letter must include the following table:

Respondent Information

Name of Firm (as it appears on W-9 Tax form)

Other Name(s) of Firm (with acronym)

SBE/DVBE (Yes/No-Certifying Agency)

Federal ID No.

NETConnect Vendor ID No.

Address

City, State & Zip

Main Telephone

Contact Name

Contact Telephone

Contact Facsimile

Contact E-mail Address

The letter must be signed by an individual authorized to bind the proposing entity or by the two corporate officers authorized to bind the proposing entity as set forth in the California Corporations Code, and shall identify all materials and enclosures being forwarded in response to this RFP. An unsigned Proposal may be grounds for rejection.

B. Validity of Proposal

Responses to this RFP shall be valid for a minimum of 180 days. Submissions not valid for at least 120 days will be considered non-responsive. The Respondent shall state herein the length of time for which the submitted Proposal shall remain valid.

C. Statement of Compliance

Respondent shall include in this section either a statement of compliance with all parts of this solicitation (Sample Agreement, terms and conditions, scope of services, specifications, etc.) or a list of exceptions. The list of exceptions must include: suggested rewording / changes; reasons for submitting the proposed exception; and any impact the proposed exception may have on the services to be provided.

D. Minimum Requirements

In this section, Respondent shall affirm that it meets the minimum requirements listed in Section 1 by including the following statement: “I certify and demonstrate that I meet the minimum requirements.”

In addition, Respondent shall include in Section D of their proposal the following:

Attachment 3 – Respondent Questionnaire

Copies of all NSF Standard 60 certification(s) required by RFP.

Respondent’s Proposal may be deemed non-responsive if these minimum requirements are not met.



Page 17

E. Financial Information

Respondent must indicate herein Respondent’s willingness to provide this information. If requested, Respondent shall submit a complete financial statement for the two most recent years, prepared in accordance with generally accepted accounting principles. The financial statement must include a balance sheet and income statement. Respondent must be prepared to substantiate all information shown. At its discretion, Metropolitan may accept other financial information that allows for an analysis of the Respondent’s financial condition. For agreements valued at $100,000 or more, Metropolitan will require a Dunn and Bradstreet report on respondent(s) recommended for agreement award.

F. Company Qualifications and Experience

Respondent shall describe in detail its qualifications and experience to perform work similar in scope and scale to that required in this RFP. In this section of your proposal, Respondent shall include the following information:

1. Company ownership (if incorporated, the state in which the company is incorporated and date of incorporation).

2. Company history, years in business, and financial standing.

3. Added value Services. The technical and other services (e.g., assistance, training, and expertise) available to support delivery of product.

4. Cite the total number of projects (table format preferred) worked on within the last five (5) years most relevant in size and scope to this solicitation, including public agency work. List active projects first, and for each, provide the following information:

a. Client name and address.

b. Client contact name, telephone and fax number, and email address.

c. Project title, start-end dates and contract value.

d. Your firm’s role in the work and the names of key personnel that participated and their specific responsibilities.

5. Select three projects from those cited above that best demonstrate your experience/qualifications and provide a detailed description/narrative of each. Describe your firm’s responsibilities and performance, and discuss unusual situations you may have encountered and how those were resolved.

Metropolitan may also use information obtained from a variety of sources and not just those identified by the respondent to determine past performance, qualifications and experience.

G. Staff Qualifications / Staffing Plan

In Section G of their proposal, Respondent shall:

1. Provide an organization chart and staffing plan identifying its Project (Account) Manager and other key personnel who will be assigned to the Metropolitan contract and who will ensure the delivery of product or otherwise provide services as described in this RFP. Include their title, related lines of authority and responsibilities in order to manage the Metropolitan account. Key personnel identified must include the following (or equivalent position):

o Project/Account Manager.



Page 18

o Marketing /Sales Manager

o Technical/Field Services Manager

o Customer Support Manager

o Logistics/Transportation Manager

o Facility or Plant Manager

o Chlorine Transloading Operators (if applicable)

2. Submit profiles or resumes of the key personnel that includes job title, experience, education, training, licenses and certifications.

3. If not otherwise addressed in its response to #2, highlight similar contract experience within the last five years for key personnel and their other qualifications for the work described in this RFP.

4. Discuss the order process for product delivery, including: a) how orders are placed; b) office location(s) and hours; c) number of representatives available to receive orders.

5. Confirm if key personnel are your employees or subcontractors

6. Identify the person(s) authorized to certify the affidavit of compliance and the laboratory report.

H. Proposed Product Source and Supply Management

In this section, Respondent will demonstrate the strength of its supply chain in order to meet Metropolitan’s requirements which include varying usage and uninterrupted deliveries. Respondent will provide, but not be limited to, the following information:

1. Its proposed solution to meet Metropolitan’s requirements.

2. The primary sources of its liquid chlorine and or caustic soda, and their ability to meet Metropolitan’s requirements.

3. The production facilities that would furnish Metropolitan supplies, and Respondent’s relationship with the manufacturer(s).

4. Secondary and alternate sources for the proposed product.

5. Describe supply chain redundancies to meet the requirements of Metropolitan and potential increases as needed. Indicate existing contingency plans for raw materials to final product.

6. Location of Respondent facilities and offices that would service Metropolitan.

7. Summarize your 24/7 response plan in the event of a Metropolitan-declared emergency or a natural disaster.

8. If proposing to supply chlorine, provide information regarding the proximity and operations of its local chlorine transloading and storage facility. Confirm that upon Metropolitan’s request, you will provide information on the Emergency Response Plan for Chlorine Emergencies at the transloading facility and, if applicable, a five-year history of chlorine releases and employee injuries at that local facility.

9. Logistics and Transportation Systems. Discuss the systems in place and your ability to deliver the proposed product by railcar and truck, as applicable. Include alternative options for railcar and truck deliveries.



Page 19

10. Implementation/mobilization plan for delivery of the products/services required. The plan should clearly identify all dependencies of activities that must be completed by Metropolitan or other parties before deliveries can begin.

11. Demobilization plan at end or termination of the contract.

I. Price and Costs

Pricing shall be inclusive of all costs for delivery to Metropolitan. No payment will be made for any other costs or expenses, including but limited to, freight or fuel surcharges.

In Section I of their proposal, Respondent shall complete and submit the Price Schedule (Exhibit A).

Pricing is requested under three Product Options, and each Product Option has suboption A and suboption B.

Respondents may respond to one, two, or all three Product Options by completing the Price Sheet accordingly (click on the “Product Option” tabs at the bottom of Exhibit A) . However, to be responsive, and for each Product Option it elects, Respondent must submit pricing on both suboption A and B.

The Product Options and their respective suboptions are as follows:

Product Option 1 – Chlorine and Caustic Soda with suboptions:

1A. One year fixed pricing

1B. Indexed Price (every 6 months adjustments are tied to changes in applicable PPI & EIA diesel fuel index)

Product Option 2 – Chlorine Only with suboptions:



Product Option 3 – Caustic Only with suboptions:





Page 20

Respondent shall include pricing in Exhibit A for the following additional costs as described in the Specifications:

1. Railcar Demurrage Charges beyond 60 days.

2. Charges for unloading tanker beyond 2 hours – ¼ hour increments.

3. Certified Laboratory Reports Charges.

Exhibit A pricing will apply to any and all Metropolitan facilities that elect to order the product.

Respondent may propose alternate price/cost structure or discounts for Metropolitan’s consideration but must complete and submit the Price Sheet as required above or will be deemed non-responsive. Alternative pricing/cost structure may be attached to the Price Sheet submittal.

Metropolitan may accept and incorporate the submitted Price Sheet as part of the award/agreement process without further negotiation or, alternatively, may use it as the basis for negotiations.

Consequently, Respondents are encouraged to provide their best pricing.

Please note that Metropolitan may award its total requirements to one Respondent or may apportion those requirements among two or more Respondents as Metropolitan may deem to be in its best interests.

J. Environmental Sensitivity

Describe your company’s approach to the project or practices that demonstrate sensitivity to the environment. Such practices may included, but would not be limited to: use of hybrid vehicles, mandated use of recycled paper, mandated use of products certified by Green Seal, a policy which reduces waste, etc.

K. Subcontractors/Respondent Participation Form

Respondent shall submit herein Attachment 1, Respondent Participation Form, listing all firms, including subcontractors that will be engaged to provide the services described in this RFP. Subcontractors providing any of the “key personnel” positions shall provide documentation as noted in Section G above.

L. Conflict of Interest

Respondent must complete and submit herein the Conflict of Interest Statement attached herein as Attachment No. 2.

RFP-ER-206789 Section 5 Evaluation Process and Negotiations Page 21

SECTION 5: EVALUATION PROCESS AND NEGOTIATIONS

5.1 Evaluation Process

1. Proposals will be reviewed by the Principal Buyer to verify compliance with submission instructions,

response requirements, and minimum requirements. Any Proposals not meeting the minimum

requirements may be deemed non-responsive.

2. Proposal evaluation will commence following the review conducted by the Principal Buyer . During

the evaluation process, the evaluation panel may request clarification, as necessary, from

Respondents. Respondents should not misconstrue a request for clarification for negotiations. It is

anticipated that the evaluation process will be completed within approximately 30 to 45 working

days. Respondents will be notified via email regarding status of Respondent’s Proposal.

3. Metropolitan may select qualified Respondent(s) based solely on the submitted Proposal.

4. Following the evaluation of the submitted Proposals, a short list of the most qualified Respondents

may be developed based on the criteria outlined in Section 3. Metropolitan may elect to have the

short list of Respondents give oral presentations and software demonstrations. Short-listed

Respondents must be prepared to give their presentation/demonstration within ten (10) business

days of the request by Metropolitan. The evaluation panel may ask questions about Respondent’s

written Proposal and other issues regarding the scope of work. Presentations will be evaluated and

Metropolitan may ask short-listed firms to submit a “best and final” Proposal. The short-list

interview may be scored.

5.2 Negotiations

Negotiations regarding agreement terms, conditions, scope of work, and pricing may or may not be

conducted with Respondent. Therefore, Proposals submitted should contain the Respondent’s most

favorable terms and conditions, since the selection and award may be made without discussion with

any Respondent. If Metropolitan engages the Respondent in negotiations and satisfactory

agreement provisions cannot be reached, then negotiations may be terminated. Metropolitan may

elect to contact another firm submitting a Proposal. This sequence may continue until an

agreement is reached.

RFP-ER-206789 Exhibit A Page 22

EXHIBIT A

PRICE SCHEDULE

POSTED ONLINE AS A SEPARATE EXCEL ATTACHMENT

RFP-ER-206789

Exhibit B

Page 23

EXHIBIT B

METROPOLITAN TERMS AND CONDITIONS

1. General

Contractor shall provide all material, labor, equipment, goods, and services in accordance with this

contract and as necessary to accomplish the results indicated or implied in the contract (the

“work”). Acceptability of the work shall be to the satisfaction of Metropolitan.

2. Business Outreach

It is the policy of Metropolitan Water District to solicit participation in the performance of all

construction, professional services, procurement contracts, supplies and equipment procured by

Metropolitan by all individuals and businesses, including but not limited to small businesses, locally

owned businesses, women, minorities and economically disadvantaged enterprises. In performing

services under this Agreement, Contractor shall endeavor to further this policy wherever practicable

and, if specified, agrees to utilize the services of Small Business Enterprises at the participation

level(s) so specified.

3. Equal Employment Opportunity and Affirmative Action

Metropolitan is a federal contractor. Accordingly, the parties hereby incorporate the equal

employment opportunity clause requirements of 41 C.F.R. Sections 60-1.4(a), 60-250.5(a), 60-

300.5(a), and 60-741.5(a), if applicable. Contractor agrees to comply with the written affirmative

action program (AAP) requirements of 41 C.F.R. Sections 60-1.40, 60-250.40, 60-300.40, and 70-

741.40, if applicable. Contractor agrees to submit to Metropolitan its current AAP, if applicable,

within 30 days of a request. Contractor shall permit Metropolitan access to its books, records, and

accounts for purposes of ascertaining compliance with this Paragraph 3.

4. Shipping, Inspection and Acceptance

a) No charge for packing or drayage will be allowed unless specified. Materials must be packed

and shipped in conformity with tariff or classifications so as to secure lowest possible freight

rates. All materials furnished under this agreement will be subject to test and inspection and if

rejected will be held subject to order or shipper, with accrued charges. Until delivery and

acceptance, and after any rejection, risk of loss or damage to items is upon the Contractor.

b) Inspection and acceptance will be at the destination unless specified otherwise and will be made

by Metropolitan personnel shown in the shipping address or other duly authorized

representative of Metropolitan. Metropolitan has no obligation to accept damaged shipments,

over-shipments, goods shipped in error, or other non-conformity, and reserves the right to

return at the Contractor’s expense non-conforming items even though the non-conformity was

not discovered until after receipt.

RFP-ER-206789

Exhibit B

Page 24

5. Warranty

Contractor guarantees and warrants that the work shall be provided in accordance with generally

accepted industry standards, practices, and principles applicable; be of merchantable quality; be fit

for Metropolitan’s particular needs and purposes; and not infringe any patent, trademark, copyright,

or any other rights of third parties. If any of the forgoing warranties is breached, Contractor shall

correct all defects and nonconformities; be liable for all direct, indirect, consequential, and other

damages suffered by Metropolitan or other persons; and defend and indemnify Metropolitan from

any claim asserted by any person resulting in whole or in part from such breach.

Unless otherwise specified, goods shall be warranted by their manufacturer for a minimum period

of 12 months after acceptance by Metropolitan, except automotive equipment shall be not less than

the earlier of 12 months or 12,000 miles, and refrigeration compressors shall be 48 months.

6. Contractor Invoice and Metropolitan Payment

a) Billing Instructions

Unless otherwise specified, all invoices shall be billed to: The Metropolitan Water District of

Southern California, Accounts Payable Section, P.O. Box 54153, Los Angeles, California 90054-

0153. Each invoice shall indicate Contractor’s name and mailing address, Metropolitan’s

agreement and/or Purchase Order number, and the beginning and ending billing dates.

b) Payment

Unless a definite term is specified, Metropolitan will make payment 30 calendar days from the date of invoice. Where the Contractor offers a payment discount, Metropolitan will take this into consideration when making payment. Metropolitan may, at its option, verify the correctness of the invoice.

c) Right to Withhold Payment

Metropolitan may withhold or nullify the whole or any part of any payment due the Contractor

to such extent as may be reasonably necessary to protect Metropolitan from loss as a result of:

i. Defective work not remedied in accordance with provisions of the Contract Documents

ii. Claims or liens filed or reasonable evidence indicating probable filing of claims or liens

iii. Failure of the Contractor to make payments properly for labor, services, materials, equipment or other facilities or to subcontractors

iv. Damage to other work or property

v. Failure of the Contractor to maintain all records as required; to submit progress schedules, weekly payroll records and any other such items as may be required by these specification.

7. Use of Materials

a) Metropolitan will make available to Contractor such materials from its files as may be required by Contractor to perform services under this contract. Such materials shall remain the property

RFP-ER-206789

Exhibit B

Page 25

of Metropolitan while in Contractor’s possession. Upon termination of this contract and payment of outstanding invoices of Contractor, or completion of work under this contract, Contractor shall turn over to Metropolitan any property of Metropolitan in its possession and any calculations, notes, reports, electronic files, or other materials prepared by Contractor in the course of performing the services under this contract.

b) Metropolitan may utilize any material prepared or utilize work performed by Contractor pursuant to this contract, including computer software, in any manner which Metropolitan deems proper without additional compensation to Contractor. Contractor shall have no responsibility or liability for any revisions, changes, or corrections made by Metropolitan, or any use or reuse pursuant to this paragraph unless Contractor accepts such responsibility in writing.

8. Insurance

Contractor shall procure and maintain for the duration of this Agreement insurance against claims

for injuries to persons or damages to property which may arise from or in connection with the

performance of the work hereunder by the Contractor, his agents, representatives, or employees.

Contractor shall sustain proof of insurance coverage in an updated form during the term of this

Agreement. Failure to provide the updated insurance form annually may result in the withholding

of Contractor’s invoice payment. Contractor shall forward the ACORD form, incorporated by

reference, as follows:

Metropolitan Water District of Southern California P.O. Box 54153

Los Angeles, CA 90054 Attention: Procurement Team/Union Station

Agreement No. _____________

a. Minimum Scope of Insurance

Coverage shall be at least as broad as: 1. Insurance Services Office Commercial Liability coverage (occurrence Form CG0001). 2. Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1, (any

auto). 3. Workers’ Compensation insurance as required by the State of California and Employer’s

Liability Insurance. 4. Pollution Liability

RFP-ER-206789

Exhibit B

Page 26

b. Minimum Limits of Insurance

Contractor shall maintain limits no less than: 1. General Liability: Including operations, products and completed operations as applicable,

$5,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the project or location, or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: $5,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: Shall be furnished in accordance with statutory requirements of

the State of California and shall include Employer’s Liability coverage of $1,000,000 per accident for bodily injury or disease.

4. Pollution Liability: $5,000,000 per claim, with a $10 million aggregate. c. Deductibles and Self-Insurance Retentions: Any deductibles or self-insured retentions must be

declared to and approved by Metropolitan. At the option of Metropolitan, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respect to Metropolitan, its officers officials, employees, agents and volunteers; or the Contractor shall provide a financial guarantee satisfactory to Metropolitan guaranteeing payment of losses and related investigations, claim administration and defense expenses.

d. Verification of Coverage: Contractor shall furnish Metropolitan with original certificates and

amendatory endorsements effecting coverage required by this clause. The endorsements and certificates are to be received and approved by Metropolitan prior to the commencement of work. Metropolitan reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting coverage, and coverage binders required by these specifications at any time.

e. Acceptability of Insurers: Insurance is to be placed with California admitted insurers with a current A.M. Best’s rating of no less than A:VIII. A non-admitted carrier may be used with prior approval from Metropolitan, with an A.M. Best rating of no less than A: X. An exception to these standards will be made for the State Compensation Insurance Fund when not specifically rated.

f. General Liability and Automobile Liability Endorsements: The commercial general liability policy

and automobile policies are to contain, or be endorsed to contain, the following provisions:

1. Metropolitan, its officers, officials, employees and agents are to be covered as insureds as respect to liability arising out of work or operations performed by or on behalf of the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor.

2. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respect to Metropolitan, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by Metropolitan, its officers, officials, employees or agents shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to Metropolitan.

RFP-ER-206789

Exhibit B

Page 27

4. Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.

g. Other Endorsements and Insurance Provisions

1. All rights of subrogation under the property insurance policy (if any) have been waived

against Metropolitan.

2. The workers’ compensation insurer, agrees to waive all rights of subrogation against

Metropolitan for injuries to employees of the insured (Contractor) resulting from work for

Metropolitan or use of Metropolitan’s premises or facilities.

3. If General Liability, Pollution and/or any Asbestos Pollution Liability and/or professional

liability or Errors & Omissions coverages are written on a claims-made form:

a. The “Retro Date” must be shown, and must be before the date of the contract or the beginning of contract work.

b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract work.

c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a “Retro Date” prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

d. A copy of the claims reporting requirements must be submitted to Metropolitan for review.

9. Permits and Licenses

The Contractor and all of his employees or agents shall secure and maintain in force such licenses

and permits as are required by law, in connection with the furnishing of materials, articles or

services herein listed. All operations and materials shall be in accordance with law.

10. Termination For Convenience

Metropolitan may terminate this contract for convenience by providing written notice to the

Contractor not less than 10 days prior to an effective termination date. Metropolitan’s only

obligation to Contractor will be payment for goods received or services rendered up to and including

the effective date of termination. Metropolitan shall not be liable for other costs nor for

prospective profits on goods not delivered or services not performed.

11. Default

In case of default by the Contractor in any of the conditions of this agreement, the Contractor

agrees that, in addition to other legal remedies, Metropolitan may procure the articles or services

from other sources and may deduct from any unpaid balance due the contractor, or may collect

from the surety or any bond, amounts paid by Metropolitan to such other sources, together with

RFP-ER-206789

Exhibit B

Page 28

Metropolitan's legal and administrative expenses, to the extent Metropolitan's total cost exceeds

the contract price hereunder.

12. Emergency/Declared Disaster

In the event of an emergency or if a Metropolitan facility is declared a disaster area by the county,

state, or federal government, this contract may be subjected to unusual usage. The Contractor shall

furnish the work during such an emergency or declared disaster under the same terms and

conditions that apply during non-emergency/disaster conditions. The specified pricing shall apply

regardless of the circumstances. If the Contractor is unable to furnish the work under the terms of

the contract, such failure may only be excusable as provided under “Force Majeure,” below.

13. Force Majeure/Delay

Either party to this contract shall be excused from performance hereunder during the time and to

the extent that it is prevented from performing the work by act of god, fire, sabotage, unanticipated

labor dispute or walkout, freight embargos, commandeering of materials, products, plants or

facilities through acts of government agencies, and other unforeseen circumstances beyond the

nonperforming party’s control; if satisfactory evidence thereof is presented to the other party

establishing the facts of the circumstances and that nonperformance is not due to the fault or

neglect of the nonperforming party.

Provided that delay caused by circumstances beyond the Contractor’s control and not foreseeable is

established, Metropolitan may grant Contractor a reasonable extension of time to complete the

work. Metropolitan shall be advised immediately in writing and a definite delivery or completion

date shall be proposed for Metropolitan’s consideration. In no event shall Contractor be excused for

any inability to obtain goods or services necessary for Contractor’s performance, for ordinary delays

and accidents, or for failure to take reasonable precautions or actions to mitigate the delay.

Acceptance of delay shall be at Metropolitan’s discretion and solely for the purpose of mitigating

damages.

14. Non-Interest of District Officials

The Contractor hereunder represents that the only persons or parties interested in this transaction

as principals are those named herein; that no director, officer, or employee of Metropolitan is in any

manner interested directly or indirectly in this transaction or in the profits to be derived therefrom.

15. Indemnity

Contractor assumes all risk of injury to its employees, agents, and subcontractors, including loss or

damage to property. Contractor shall defend, indemnify, and hold harmless Metropolitan, its Board

of Directors, officers, employees, and agents from and against all claims, suits, or causes of action

for injury to any person or damage to any property arising out of, pertaining to, or related to

Contractor's negligence, recklessness or willful misconduct in the performance of this Agreement,

including any claims, suits, or causes of action by any employee of Contractor and/or subcontractors

RFP-ER-206789

Exhibit B

Page 29

relating to his or her employment status with Metropolitan and/or rights to employment benefits

from Metropolitan.

16. No Assignment

Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of this contract, or his

right, title, interest in or to the same of any part thereof, or any work hereunder or any claim arising

there from without the prior consent, in writing, by Metropolitan's GM or his authorized

representative.

17. Subcontractors

a. Contractor shall be responsible to Metropolitan for all services to be performed under this

Agreement. Contractor shall be liable and accountable for any and all payments or other

compensation to all subcontractors performing services under this Agreement. Metropolitan

will not be liable for any payment or other compensation for any subcontractors.

b. Nothing contained in the contract documents shall be held to create a direct contractual

relationship between any subcontractor and Metropolitan. No subcontractor will be recognized

as such; all persons engaged in this contract will be considered employees of the Contractor,

and Contractor will be held responsible for their work that shall be subject to all the provisions

of the contract document.

c. Contractor’s contracts with subcontractors shall require subcontractor to maintain Workers’

Compensation and Automobile Liability insurance as required by the State of California and

include the following articles: Intellectual Property, Nonuse of Intellectual Property of Third

Parties, Audit, and Equal Employment Opportunity and Affirmative Action as set forth herein.

d. As applicable, Contractor’s use of subcontractors shall adhere to the requirements of

Metropolitan’s Business Outreach Program as provided herein.

e. Contractor may request to substitute or replace any subcontractor, including truckers and

suppliers. Such requests shall be in writing and clearly state the reasons for the substitution or

replacement. No substitution or replacement shall occur without the prior written

authorization of Metropolitan.

18. Anti-Trust

The Contractor offers and agrees that it will assign to Metropolitan all rights, title and interest in and

to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under

the Cartwright Act (Chapter 2, commencing with Section 16,700, of Part 2 of Division 7 of the

Business and Professions Code), arising from purchases of goods, services, or materials by the

Contractor for sale to Metropolitan pursuant to the purchase order. Such assignments shall be

made and become effective at the time Metropolitan tenders final payment to the Contractor.

RFP-ER-206789

Exhibit B

Page 30

19. Participating Public Agencies

It is intended that any other public agency as defined by Cal. Gov. Code § 6500 shall, if authorized by

its governing body, have the option to participate in any award made as a result of this solicitation.

This option shall extend for the term of the contract with Metropolitan, and shall be subject to

contractor's acceptance. The participating public agency shall accept sole responsibility for placing

orders, arranging for delivery and/or services, and making payments to contractor. Metropolitan

will not be liable or responsible for any obligations, including but not limited to financial

responsibility, in connection with any participation by another public agency.

20. Access to Metropolitan Premises

Contractor shall notify Metropolitan at least 24 hours in advance of its intended locations and

durations of work on Metropolitan’s premises. Except in extraordinary circumstances, all work on

Metropolitan’s premises shall be scheduled during Metropolitan’s normal working days and hours.

Metropolitan shall make a good faith effort to accommodate Contractor’s request, however,

Metropolitan’s operations and other conflicts may require rescheduling all or part of Contractor’s

work.

21. Jurisdiction and Venue

This Agreement shall be deemed a contract under the laws of the State of California and for all

purposes shall be interpreted in accordance with such laws. Both parties hereby agree and consent

to the exclusive jurisdiction of the courts of the State of California and that the proper venue of any

action brought thereunder is and shall be Los Angeles County, California.

22. Contractor’s Terms and Conditions

Contractor’s pre-printed terms and conditions or restrictions commonly appearing on the reverse side of

submitted correspondence and/or Contractor’s specifications, material and contract documents will be

disregarded in the absence of a positive written statement from both parties that all or a particular

portion of such writings are in addition to or supersede Metropolitan’s General Terms contained herein.

RFP-ER-206789 Attachment 1 Page 31

ATTACHMENT 1 - RESPONDENTS PARTICIPATION FORM

THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA

RESPONDENTS PARTICIPATION FORM

RFP-ER-206789 This form shall include all prime contractors, partners and subcontractors

LIST ALL PARTIES PROVIDING SERVICES PERCENTAGE OF THE PROPOSED COST

Name, Address, Telephone and

E-mail address

Relationship: Prime,

Joint Venture,

Subcontractor

Type of work to be

Completed

Percentage

of Services

(RFP Only)

Small Business

Enterprise

(SBE) or

*Disabled

Veteran

Business

Enterprise

(DVBE)

MBE/WBE

(Optional)

**Regional

Business

Enterprise

Total:

* DVBE – To be considered as DVBE, firms must be certified by the State of California or by the Federal Government **Regional Business - Firms having an office located in Metropolitan’s service area as defined in Section 1 of the RFP

RFP-ER-206789

Attachment 2

Page 32

ATTACHMENT 2

CONFLICT OF INTEREST STATEMENT

Metropolitan’s Conflict of Interest Policy disallows Metropolitan directors and staff from having certain financial or personal relationships with contractors. The questions that follow are intended to alert Metropolitan to potential violations of policy. If conflicts of only a remote interest exist, a contract may nonetheless be awarded as disclosure allows Metropolitan to choose processes for negotiation, award, and administration of contracts to avoid such conflicts. However, Metropolitan reserves the right to review and make a final determination regarding whether any actual or potential conflicts would violate Metropolitan’s policies or California law, and thus preclude a respondent’s participation in this award. All respondents and proposed subcontractors must respond to each of the following questions. For responses answered “yes,” the supporting questions must also be answered completely and accurately in full detail. Attach additional sheets as needed. Failure to provide complete responses and fully disclose conflicts will result in rejection of the proposal or immediate termination of any contract awarded therefrom.

1. Do you or does anyone associated with your company or with your affiliates for the proposed

work have any of the following financial relationships with any current Metropolitan employee or Board member? Owner [Yes] [No] Member [Yes] [No] Partner [Yes] [No] Officer [Yes] [No] Employee [Yes] [No] Contractor; Consultant [Yes] [No] Broker [Yes] [No] Stockholder: [Yes] [No] If “Yes” to any of the above, please provide the following additional information:

Name of Metropolitan employee or Board member:

Length of relationship with your company or affiliate:

Percent ownership in your company or affiliate’s stock (or state “less than 3%” if applicable):

Did this individual participate in formulating your submittal? [Yes] [No]

RFP/Q No.: _______________

RFP/Q Title: ___________________________________________________________

PRIME CONTRACTOR NAME ______________________________________

* * * * * * * * * * * * * * * * * * * *

(If this form pertains to subcontractors, please also have them complete this form)

SUBCONTRACTOR NAME ______________________________

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Describe this relationship:

2. Are you, or is anyone associated with your company or with your affiliates for the proposed work a relative of any current Metropolitan employee or Board member? For purposes of this question, “relative” includes a spouse or domestic partner, child, parent, parent-in-law, child-in-law, grandparent, grandchild, sibling, stepbrother or stepsister, stepparent or stepchild.

[Yes] [No]

If “Yes” please provide the following additional information:

Name of Metropolitan employee or Board member:

Name of relative and description of this relationship:

Or, you may decline to provide this information by agreeing to the following statement:

I have a relationship of the kind noted above and agree to disclose the nature of this relationship in confidence with the person that will decide whether this relationship represents a conflict. [I agree]

3. Is a Metropolitan employee or Board member seeking or being considered for employment by your company or by your affiliates for the proposed work?

[Yes] [No]

4. In the preceding twelve months, have you or anyone associated with your company or with your affiliates for the proposed work made, arranged, or delivered any gifts (including entertainment), donations, campaign contributions, or anything else of value to any Metropolitan employee or Board member?

[Yes] [No]

If “Yes,” please provide the following additional information:

Name of Metropolitan employee or Board Member:

Value and description of the gift, donation, or contribution:

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5. Have you or anyone associated with your company or with your affiliates for the proposed work ever been employed by Metropolitan or served on Metropolitan’s Board?

[Yes] [No]

If “Yes,” please provide the following additional information

Name of former Metropolitan employee or Board member:

Title/position within your company:

Provide dates and describe details of former position with Metropolitan:

I declare under penalty of perjury of the laws of the State of California that the foregoing is true and correct.

Name (type or print) Signature

Title Date

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ATTACHMENT 3

RESPONDENT QUESTIONNAIRE

Respondent must respond to the following questions as a means to determine if the RFP minimum requirements are met.

Note: Metropolitan reserves the right to verify the information provided by Respondent. Please answer the following (attach additional sheets as needed):

1. Has your company been in the business of furnish liquid chlorine and or caustic soda as specified in

the RFP for the last five (5) years? 2. Does your company have all the required licenses, permits, certificates and accreditation for the

delivery of the required product and services? 3. If you are proposing to supply chlorine, do you have a liquid chlorine facility with storage capacity of

a minimum of 270 tons for trans-loading liquid chlorine from railcars to Metropolitan’s cargo tanks trailers and is this facility within 100 miles of Metropolitan’s Chlorine Unloading Facility in Perris, CA? Are you capable of making railcar deliveries to any Metropolitan facility that has railcar access?

4. If you are proposing to supply caustic soda, can you provide an operating facility in Southern

California from which you will make tanker deliveries to Metropolitan plants? And are you capable

of making railcar deliveries to any Metropolitan facility that has railcar access?

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5. Is the proposed chlorine and or caustic soda certified as meeting the specifications of American

National Standards Institute/NSF International Standard 60 Drinking Water Treatment Chemicals—

Health Effects (ANSI/NSF 60) and produced by an NSF Standard 60 certified manufacturer? Do

transfer facilities, if any, hold NSF Standard 60 certification? Proposals containing any pending or in-

process NSF Standard 60 certifications shall not be considered.

6. Does the chlorine conform to the American Water Works Association’s (AWWA’s) Standard for

Liquid Chlorine, B301-2010 or current version, except as modified or supplemented in this RFP?

7. Does the caustic soda conform to the American Water Works Association’s (AWWA’s) Standard for

Sodium Hydroxide (Caustic Soda) , B501-08 or current version, except as modified or supplemented

in this RFP?

8. Have you included in Section D of your proposal the copies of all NSF Standard 60 certification(s)

required by the RFP?