Agenda packet — Public Works & Transportation Committee, May 14, 2024 (part 1 of 3)

Written materials relating to an item on this agenda that are distributed to the legislative bodies within 72 hours before the item is to be considered at its regularly scheduled meeting will be made available for public inspection at the City Clerk’s Office, 300 West Third Street 4th Floor during customary business hours. Agenda reports are also on the City of Oxnard web site at www.oxnard.org.

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Agenda Item Time Estimates include: (Minutes for Presentation + Council Discussion + Public Comment)

AGENDA

OXNARD CITY COUNCIL

PUBLIC WORKS AND TRANSPORTATION COMMITTEE
Council Chambers, 305 West Third Street
May 14, 2024
Regular Meeting - 8:30 to 10:00 PM

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*Please see the link for the Measure M pre-recorded presentation video for each item listed on this agenda.

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1 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE May 14, 2024 - Page 2

a. To provide public comment during the meeting dial (888) 475-4499 and enter the Meeting ID and Passcode listed above as the Zoom details for this meeting. When the presiding officer announces the particular item on the agenda you want to speak on, press *9 to raise your hand while in the zoom waiting room. Once called on, press *6 to unmute your phone.
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In the event of a disruption which prevents a legislative body of the City of Oxnard from broadcasting a meeting using a call-in option or internet- based service option, or in the event of a disruption within the City’s control which prevents members of the public from offering public comment using the call-in option or internet-based service option, the legislative body shall take no further action on items appearing on a meeting agenda until public access to the meeting via the call-in option or internet-based service option is restored. However, if any of the broadcast options are disrupted, but any of the other broadcast options is still available to the public, the legislative body may take further action on items appearing on a meeting agenda without waiting for the disrupted broadcast option(s) to be restored.

A. ROLL CALL, POSTING OF AGENDA, FLAG SALUTE
Consideration of Teleconference Participation pursuant to Assembly Bill 2449.

B. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA

A person may address the legislative body only on matters not appearing on the agenda and within the subject matter jurisdiction of the legislative body. Speaker requests shall be submitted as set forth on the first page of this agenda. Speakers are limited to three minutes. After 30 minutes, if all speakers have not had the opportunity to speak, the remaining speakers will be given an opportunity to speak prior to adjournment of the meeting. The legislative body cannot enter into a detailed discussion or take action on any items presented during public comments at this time. Such items may only be referred to the City Manager/Executive Director/Secretary for administrative action or scheduled on a subsequent agenda for discussion. Persons wishing to speak on public hearing items should do so at the time of the hearing.

C. CONSENT AGENDA

1. City Clerk Department
SUBJECT: Approval of Minutes.

RECOMMENDATION: That the Public Works & Transportation Committee approve the minutes of the April 23, 2024 regular meeting as presented.

Contact: Rose Chaparro, (805) 385-7805
D. REPORTS

1. Public Works Department
SUBJECT: Agreements for the Supply and Delivery of Chemicals to Water, Wastewater, and Recycled Water Facilities. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute the following Agreements for the supply and delivery of chemicals to Water, Wastewater, and Recycled Water Facilities, each with the initial agreement term ending June 30, 2025, after which each Agreement may be extended for four additional one-year terms with a fully extended final term ending on June 30, 2029:

1. Agreement 32500003 with JCI Jones Chemicals Inc., in the amount not to exceed $4,525,000, for the supply and delivery of Sodium Hypochlorite and Sodium Bisulfite;

2. Agreement 32500004 with Northstar Chemical, in the amount not to exceed $2,925,000, for 2 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE May 14, 2024 - Page 3

the supply and delivery of Citric Acid, Sulfuric Acid, and Sodium Hydroxide;

3. Agreement 32500005 with Pencco, Inc., in the amount not to exceed $7,100,000, for the supply and delivery of Ferric Chloride and Ferrous Chloride;

4. Agreement 32500008 with King Lee Chemical Co., in the amount not to exceed $1,900,000, for the supply and delivery of Antiscalant;

5. Agreement 32500009 with Aquapulse Chemicals, LLC, in the amount not to exceed $900,000, for the supply and delivery of Hydrogen Peroxide;

6. Agreement 32500010 with Hill Brothers Chemical Company, in the amount not to exceed $150,000, for the supply and delivery of Aqueous Ammonia; and

7. Agreement 32500011 with Univar Solutions USA, Inc., in the amount not to exceed $2,300,000 for the supply and delivery of Sodium Hydroxide and Liquid Lime.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/JnFMpDAnbKM
Contact: Michael Wolfe, (805) 385-8055

2. Public Works Department
SUBJECT: Wastewater Division General Update Presentation. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee receive and file a Wastewater Division general update presentation.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/v7bGJFXn9PM
Contact: Michael Wolfe, (805) 385-8055

3. Public Works Department
SUBJECT: Senate Bill 1 (SB1) Local Streets and Road Maintenance and Rehabilitation Account (RMRA) Project List for Fiscal Year 2024-25. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council adopt a resolution to:

1. Adopt the Fiscal Year 2024-25 project list of Senate Bill 1 (SB1) proposed projects that will be funded in part or solely with Road Maintenance and Rehabilitation Account revenues; and

2. Authorize the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of the resolution.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/PjpCllCWAWU
Contact: Michael Wolfe, (805) 385-8055

4. Public Works Department
SUBJECT: Agreement 32500006 with California Wood Recycling, Inc. dba Agromin (Agromin), for Organic Waste Recycling Services at Agromin Facilities. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with California Wood Recycling, Inc. dba Agromin (Agromin) in the amount not to exceed $9,000,000 for an initial three- year term from July 1, 2024, to June 30, 2027, with the option for two (2) consecutive one (1) year 3 OXNARD CITY COUNCIL: PUBLIC WORKS AND TRANSPORTATION COMMITTEE May 14, 2024 - Page 4

period extensions, that shall not exceed a total of five (5) years; for a final term ending June 30, 2029, in order to provide organic waste recycling services and mulch products for the City of Oxnard at permitted Agromin facilities.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/mA5vRBTJsDM
Contact: Michael Wolfe, (805) 385-8055

5. Public Works Department
SUBJECT: Annual Purchase Orders with Accent Wire-Tie to Supply and Deliver Bale Wire for the Del Norte Regional Recycling and Transfer Station. (10 minutes)

RECOMMENDATION: The Public Works and Transportation Committee recommends that the City Council approve and authorize the Purchasing Agent to execute annual purchase orders with Accent Wire-Tie in the amount not to exceed $375,000 for an initial one-year term from July 1, 2024, to June 30, 2025, with an option to extend the term for two (2) consecutive one-year periods for a final term ending June 30, 2027, for the supply and delivery of bale wire for baling recyclable material.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/ZxUEALMMRgE
Contact: Michael Wolfe, (805) 385-8055

6. Public Works Department
SUBJECT: Professional Services Agreement 32500012 with Pavement Engineering Inc. for City's Pavement Management Systems Update. (10 minutes)

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with Pavement Engineering Inc. in the amount not to exceed $425,000 for an initial one-year term from July 1, 2024, to June 30, 2025, with the option for three (3) consecutive one (1) year period extensions, that shall not exceed a total of four (4) years; for a final term ending June 30, 2028, for the City’s pavement management systems update professional services.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/l2jfL8G5R_E
Contact: Michael Wolfe, (805) 385-8055
E. ITEMS FOR FUTURE AGENDAS

F. ADJOURNMENT

4 PUBLIC WORKS AND TRANSPORTATION COMMITTEE

AGENDA REPORT

CONSENT AGENDA
AGENDA ITEM NO. C.1

DATE: May 14, 2024

TO: Public Works and Transportation Committee

FROM: Rose Chaparro, City Clerk, (805) 385-7805, [email protected]

SUBJECT: Approval of Minutes.

RECOMMENDATION

That the Public Works & Transportation Committee approve the minutes of the April 23, 2024 regular meeting as presented.

BACKGROUND

Approval of Minutes.

STRATEGIC PRIORITIES

This agenda item is a routine operational item.

FINANCIAL IMPACT

There is no financial impact.

Prepared by: Rose Chaparro, City Clerk

ATTACHMENTS

1. MINUTES 04 23 2024 Public Works & Transportation

5 MINUTES

OXNARD CITY COUNCIL

PUBLIC WORKS AND TRANSPORTATION COMMITTEE
Regular Meeting
April 23, 2024

A. ROLL CALL, POSTING OF AGENDA, FLAG SALUTE
At 8:30 p.m., Chair Bert E. Perello called to order the regular meeting of the Oxnard City Council Public Wor ks & Transportati on Committee in the City Hall Council Chambers at 305 W. Third Street, Oxnard, California. The City Clerk called the roll and announced the posting of the agenda. Chair Bert Perello, Member Arthur Valenzuela, and Member John C. Zaragoza were present in person.

Consideration of Teleconference Participation pursuant to Assembly Bill 2449.

B. PUBLIC COMMENTS ON ITEMS NOT ON THE AGENDA (None received.)

C. CONSENT AGENDA

1. City Clerk Department
SUBJECT: Approval of Minutes.

RECOMMENDATION: That the Public Works & Transportation Committee approve the minutes of the April 9, 2024 regular meeting as presented.

It was moved by Chair Perello, seconded by Member Valenzuela, to approve the Information/Consent item as presented. VOTE: Perello, Valenzuela, and Zaragoza voted in favor; the motion carried 3-0.

D. REPORTS

1. Public Works Department
SUBJECT: Fiscal Year 2024-25 Utility Ratepayers Assistance Program (Project Assist) Update.

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council:

1. Adopt a resolution for the Utility Ratepayers Assistance Program (Project Assist) for Fiscal Year 2024-25 to assist eligible Oxnard residents and authorize staff to grant financial relief equal to a monthly $25.00 maximum credit per utility bill charged to residential customers who meet the eligibility requirements discussed in this staff report up to the amount funded for Fiscal Year 2024-25; and

2. Authorize staff to fund Project Assist in Fiscal Year 2024-25 by utilizing $241,500 6 APRIL 23, 2024 OXNARD CITY COUNCIL PAGE 2

PUBLIC WORKS & TRANSPORTATION COMMITTEE

in late penalties from City utility customers.

Brian Yanez, Assistant Public Works Director presented and answered the Committee’s questions. No public comments were received. Discussion ensued among the Committee and staff.

It was moved by Member Zaragoza, seconded by Member Valenzuela, to approve the recommended action as presented. VOTE: Perello, Valenzuela, and Zaragoza voted in favor, the motion carried 3-0.

2. Public Works Department

SUBJECT: Agreement 32400386 with Craftwater Engineering, Inc. for Consulting Services for Channel Island Harbor Water Quality Feasibility Study and Implementation Plan.

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute Agreement 32400386, subject to approval of the final form of the agreement by the City Attorney, with Craftwater Engineering, Inc. in the amount not to exceed $735,902 for a three-year term, ending from the effective date of the Agreement, for Consulting Services for the Channel Island Harbor Water Quality Feasibility Study and Implementation Plan.

Steve Howlett , Assistant Public Works Director presented and answered th e Committee’s questions. Public comments were received from Debbie Mitchell. Discussion ensued among the Committee and staff.

An amendment was made to the staff report , the following language was stricken from the recommendation: Subject to approval of the final form of the agreement by the City Attorney.

It was moved by Chair Perello , seconded by Member Zaragoza, to approve the recommended action as amended
. VOTE: Perello, Valenzuela, and Zaragoza voted in favor, the motion carried 3-0.

3. Public Works Department
SUBJECT: Five Year Capital Improvement Program (CIP) for Fiscal Years 2025- 2029.

RECOMMENDATION: That the Public Works and Transportation Committee provide input on the draft CIP and recommend that the City Council:

1. Hold a public hearing to receive public testimony regarding the proposed 2025- 2029 City of Oxnard Five-Year CIP;

2. Approve the existing carryover CIP projects and the proposed new funding as outlined in the staff report for Category 1 projects;
7 APRIL 23, 2024 OXNARD CITY COUNCIL PAGE 3

PUBLIC WORKS & TRANSPORTATION COMMITTEE

3. Reaffirm the carryover CIP projects in Category 2;

4. Approve the project prioritization lists in Categories 3 and 4 outlined in the staff report and adopt the 2025-2029 City of Oxnard Five Year CIP; and

5. Direct staff to finalize the 2025-2029 CIP and General Fund/Measure O amounts for Category 4 projects once the City’s FY 2024-25 operating budget has been completed as approved CIP funding allows.

Michael Wolfe, Public Works Director ; Steve Howlett, Assistant Public Works Director ; and Morgan Kessler, City Engineer presented and answered the Committee’s questions. Public comments were received from Angela Whitecomb, Carolyn Mullin, Gary Blum, Vince Behrens, Abel Ram irez Magana, and Debbie Mitchell. D iscussion ensued among the Committee and staff.

It was moved by Chair Perello, seconded by Member Valenzuela, to approve the recommended action as presented. VOTE: Perello, Valenzuela, and Zaragoza voted in favor, the motion carried 3-0.

4. Public Works Department

SUBJECT: Amendments to Agreements A-8339, A-8340, A-8341, A-8342, and A- 8483 with Mariposa Landscapes, Inc. for Landscape Maintenance Services for Citywide General Fund Parks.

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute the:

1. Second Amendment to Agreement A-8339 with Mariposa Landscapes, Inc. for a one-year extension ending June 30, 2025, and increase the current not-to-exceed amount from $475,000 to $615,000 in Region 1;

2. Second Amendment to Agreement A-8340 with Mariposa Landscapes, Inc. for a one-year extension ending June 30, 2025, and increase the current not-to-exceed amount from $430,000 to $561,000 in Region 2;

3. Third Amendment to Agreement A-8341 with Mariposa Landscapes, Inc. for a one-year extension ending June 30, 2025, and increase the current not-to-exceed amount from $950,000 to $1,249,000 in Region 3;

4. Second Amendment to Agreement A-8342 with Mariposa Landscapes, Inc. for a one-year extension ending June 30, 2025, and increase the current not-to-exceed amount from $550,000 to $714,000 in Region 4; and

5. Second Amendment to Agreement A-8483 with Mariposa Landscapes, Inc. for a one-year extension ending June 30, 2025, and increase the current not-to-exceed amount from $758,919 to $1,036,880.

Steve Howlett, Assistant Public Works Director answered the Committee’s questions. No public comments were received. Discussion ensued among the Committee and staff. 8 APRIL 23, 2024 OXNARD CITY COUNCIL PAGE 4

PUBLIC WORKS & TRANSPORTATION COMMITTEE

It was moved by Member Zaragoza, seconded by M ember Valenzuela, to approve the recommended action as presented. VOTE: Perello, Valenzuela, and Zaragoza voted in favor, the motion carried 3-0.

5. Public Works Department

SUBJECT: Amendments to Agreements A-8344 and A-8346 with Garcia’s Landscaping Maintenance, Inc. and Agreement A-8345 with Mariposa Landscapes, Inc. for Landscape Maintenance Services within the City’s Medians and Parkways.

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute the:

1. Second Amendment to Agreement A-8344 with Garcia’s Landscaping Maintenance, Inc. for a one-year extension ending June 30, 2025, and increase the current not-to-exceed amount from $2,415,000 to $3,272,000 in Region 1;

2. Third Amendment to Agreement A-8345 with Mariposa Landscapes, Inc. for a one-year extension ending June 30, 2025, and increase the current not-to-exceed amount from $2,535,000 to 3,423,000 in Region 2; and

3. Second Amendment to Agreement A-8346 with Garcia’s Landscaping Maintenance, Inc. for a one-year extension ending June 30, 2025, and increase the current not-to-exceed amount from $2,575,000 to $3,272,000 in Region 3.

Steve Howlett, Assistant Public Works Director answered the Committee’s questions. No public comments were received. Discussion ensued among the Committee and staff.

It was moved by Member Valenzuela, seconded by Chair Perello , to approve the recommended action as presented. VOTE: Perello, Valenzuela, and Zaragoza voted in favor, the motion carried 3-0.

6. Public Works Department
SUBJECT: Trade Services Agreement 32500001 with SCA of CA, LLC for Citywide Street Sweeping Services.

RECOMMENDATION: That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute an Agreement with SCA of CA, LLC for a not to exceed amount of $10,250,000 for a one year term ending June 30, 2025, with an option to extend for four additional one year terms for a final expiration of June 30, 2029, for citywide street sweeping services, alleyways, parking lots, parking structures and city facilities

Brian Yanez, Assistant Public Works Director was available to answer the Committee’s questions. No public comments were received.

9 APRIL 23, 2024 OXNARD CITY COUNCIL PAGE 5

PUBLIC WORKS & TRANSPORTATION COMMITTEE

It was moved by Chair Perello , seconded by Member Valenzuela , to appr ove the recommended action as presented. VOTE: Perello, Valenzuela, and Zaragoza voted in favor, the motion carried 3-0.

E. ITEMS FOR FUTURE AGENDAS (No requests were made.)

F. ADJOURNMENT
There being no further business on the agenda, and without objection, Chair Perello adjourned the meeting at 10:08 p.m.

ROSE CHAPARRO BERT E. PERELLO
City Clerk Chair

10 PUBLIC WORKS AND TRANSPORTATION COMMITTEE

AGENDA REPORT

REPORTS
AGENDA ITEM NO. D.1

DATE: May 14, 2024

TO: Public Works and Transportation Committee

FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected]

SUBJECT: Agreements for the Supply and Delivery of Chemicals to Water, Wastewater, and Recycled Water Facilities. (10 minutes)

RECOMMENDATION

That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute the following Agreements for the supply and delivery of chemicals to Water, Wastewater, and Recycled Water Facilities, each with the initial agreement term ending June 30, 2025, after which each Agreement may be extended for four additional one-year terms with a fully extended final term ending on June 30, 2029:

1. Agreement 32500003 with JCI Jones Chemicals Inc., in the amount not to exceed $4,525,000, for the supply and delivery of Sodium Hypochlorite and Sodium Bisulfite;

2. Agreement 32500004 with Northstar Chemical, in the amount not to exceed $2,925,000, for the supply and delivery of Citric Acid, Sulfuric Acid, and Sodium Hydroxide;

3. Agreement 32500005 with Pencco, Inc., in the amount not to exceed $7,100,000, for the supply and delivery of Ferric Chloride and Ferrous Chloride;

4. Agreement 32500008 with King Lee Chemical Co., in the amount not to exceed $1,900,000, for the supply and delivery of Antiscalant;

5. Agreement 32500009 with Aquapulse Chemicals, LLC, in the amount not to exceed $900,000, for the supply and delivery of Hydrogen Peroxide;

6. Agreement 32500010 with Hill Brothers Chemical Company, in the amount not to exceed $150,000, for the supply and delivery of Aqueous Ammonia; and

7. Agreement 32500011 with Univar Solutions USA, Inc., in the amount not to exceed $2,300,000 for the supply and delivery of Sodium Hydroxide and Liquid Lime.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/JnFMpDAnbKM

BACKGROUND

Wastewater

The Oxnard Water Resource Recovery Facility (WRRF) provides primary, and secondary treatment. Primary treatment consists of settling tanks to remove inorganic materials as well as heavy solid materials. Secondary treatment consists of biological treatment and settling tanks to remove soluble organics. As part of daily wastewater treatment, the WRRF utilizes the following chemicals:
11 • Sodium hydroxide solution for odor control
• Ferric chloride to enhance primary treatment and odor control • Ferrous chloride for odor control along major sewer pipelines • Sodium hypochlorite for disinfection of treated wastewater • Sodium bisulfite to dechlorinate disinfected wastewater before discharging into the ocean

Water

The City of Oxnard Water Division utilizes three sources of water to serve its potable water customers:
groundwater from the City’s wells, groundwater delivered by United Water Conservation District (UWCD) and imported surface water delivered by Calleguas Municipal Water District (CMWD). The City owns and operates six blending stations where the Water Division blends its three sources of water. The Water Division utilizes the following chemicals:
• Sodium hydroxide solution for pH balance
• Sodium hypochlorite and solutions for disinfection
• Aqueous ammonia for disinfection
• Antiscalant for membrane treatment

Recycled Water

The Advanced Water Purification Facility (AWPF) provides recycled water treatment, which consists of membrane filtration and reverse osmosis followed by advanced oxidation and disinfection to remove dissolved organics, minerals, and viruses. The AWPF utilizes the following chemicals:
• Sulfuric acid solution for pH control
• Hydrogen peroxide for advanced oxidation disinfection • Sodium hydroxide, sodium hypochlorite, sodium bisulfite, and citric acid solutions for microfiltration and reverse osmosis membrane cleaning
• Antiscalant for membrane treatment
• Liquid Lime for PH adjustment re-mineralization of the finished water

DISCUSSION

The Purchasing Department released Request for Proposal (RFP) PW 24-73 for Chemical Supply and Delivery Services for the Water, Wastewater, and Recycled Water Facilities on January 16, 2024, with a proposal due date of February 13, 2024. RFP PW 24-73 received a total of 11 proposals from the following vendors:

Aquapulse
Chemicals, LLC
Chemrite, Inc. HASA, Inc.

Hill Brothers
Chemical Company
JCI Jones
Chemicals Inc.

Kemira Water
Solutions, Inc.

King Lee Chemical
Co.

Northstar
Chemical
Pencco, Inc.
12 Catalyst Solutions,
Inc.

Univar
Solutions USA,
Inc.

The proposals were reviewed by the Purchasing Division (Buyer), Wastewater Division (Wastewater Operations Manager, Chief Plant Operator, Sr. Admin Services Analyst), and the Water Division (Water Operations Manager, AWPF Operations Manager) with a determination that the vendors listed in the above Recommendation section are the highest ranked proposers based on scoring criteria listed in RFP PW 24-73.

Scoring criteria consisted of the contractor's overall responsiveness and completeness of the proposal, qualification, experience, history of providing the requested services, past record of performance, and cost.

Additionally, the awarded vendors meet all required City contractual provisions, including possession of a City business tax certificate, insurance certificates, and corporate filing with the California Secretary of State. Based upon the available information and research performed to date, staff believes that the awarded vendors are capable of satisfactorily supplying and delivering chemicals to the Water, Wastewater, and Recycled Water facilities.

Water - Awarded Vendors
Vendor Chemical Vendor Chemical
Hill
Brothers
Aqueous
Ammonia
Univar Sodium
Hydroxide
JCI Sodium
Hypochlorite
King
Lee
Antiscalant

Wastewater - Awarded Vendors
Vendor Chemical Vendor Chemical
Pencco Ferric Chloride JCI Sodium
Hypochlorite
Pencco Ferrous
Chloride
JCI Sodium Bisulfite
Northstar Sodium
Hydroxide

Recycled Water - Awarded Vendors
Vendor Chemical Vendor Chemical
Northstar Citric Acid Univar Sodium
Hydroxide
Northstar Sulfiric Acid Univar Liquid Lime
13 JCI Sodium
Hypochlorite
King Lee Antiscalant
JCI Sodium Bisulfite Aquapulse Hydrogen
Peroxide

STRATEGIC PRIORITIES

This agenda item supports the Infrastructure and Natural Resources strategy. The purpose of the Infrastructure and Natural Resources strategy is to preserve and improve our roads, utilities, parks, trees, water supply and natural resources through effective planning, prioritization, and an equitable and efficient use of available funding.

FINANCIAL IMPACT

The cost for these agreements shall be funded using appropriations included in the Proposed Fiscal Year 2024- 25 Budget from the Water Operating Fund 601 and Wastewater Operating Fund 611 for City Council’s consideration. Subsequent year allocations will be requested during the annual budget process.

The Water and Wastewater divisions shall pay for chemical costs on an as-needed basis. Payment shall be made when chemicals are delivered, and there will be no guaranteed spending amounts throughout the agreement.

Water Estimated Spending Plan
6013600-52100
VENDOR FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 TOTAL Hill Brothers $28,000 $29,000 $30,000 $31,000 $32,000 $150,000 Univar $95,000 $100,000 $105,000 $110,000 $115,000 $525,000 JCI $105,000 $105,000 $110,000 $115,000 $115,000 $550,000 King Lee $73,000 $75,000 $77,000 $79,000 $81,000 $385,000 TOTAL $301,000 $309,000 $322,000 $335,000 $343,000 $1,610,000

Wastewater Estimated Spending Plan
6113614-52100
VENDOR FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 TOTAL JCI $530,000 $555,000 $585,000 $610,000 $645,000 $2,925,000 Pencco $1,285,000 $1,350,000 $1,415,000 $1,485,000 $1,565,000 $7,100,000 Northstar $60,000 $65,000 $65,000 $65,000 $70,000 $325,000 TOTAL $1,875,000 $1,970,000 $2,065,000 $2,160,000 $2,280,000 $10,350,000

14 Recycled Water Estimated Spending Plan
6013605-52100
VENDOR FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 TOTAL Northstar $490,000 $505,000 $520,000 $535,000 $550,000 $2,600,000 Univar $329,000 $345,000 $356,000 $367,000 $378,000 $1,775,000 JCI $195,000 $205,000 $215,000 $215,000 $220,000 $1,050,000 King Lee $280,000 $300,000 $305,000 $310,000 $320,000 $1,515,000 Aqua Pulse $170,000 $175,000 $180,000 $185,000 $190,000 $900,000 TOTAL $1,454,000 $1,505,000 $1,551,000 $1,592,000 $1,638,000 $7,840,000

Prepared by: Timothy Beaman, Supervising Civil Engineer

ATTACHMENTS

1. Agreement 32500003 JCI Jones

2. Agreement 32500004 Northstar

3. Agreement 32500005 Texas Pencco

4. Agreement 32500008 King Lee Technologies

5. Agreement 32500009 Aquapulse

6. Agreement 32500010 Hill Brothers

7. Agreement 32500011 Univar Solutions

8. Presentation

15 Agreement No. 32500003

Page 1 of 33 ends

TRADE SERVICE AGREEMENT

BETWEEN
THE CITY OF OXNARD AND JCI JONES CHEMICALS, INC.

By This Trade Services Agreement (“Agreement”), the CITY of Oxnard (“CITY”) agrees to engage the services of JCI Jones Chemicals, Inc. (“SERVICE PROVIDER”), and SERVICE PROVIDER agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and SERVICE PROVIDER may be individually referred to as “Party” or collectively as the “Parties.”

1. SUMMARY DESCRIPTION OF SERVICES.

This Agreement is for supply and delivery of sodium hypochlorite 12.5% to the Water Campus, Blending Station No. 3, Advanced Water Purification Facility (AWPF), and to the Oxnard Wastewater Treatment Plant (OWTP), the supply and delivery of sodium bisulfite 38% to the AWPF, and the supply and delivery of sodium bisulfite 25% to the OWTP.

2. PARTIES.

CITY OF Oxnard (“CITY”), a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030

JCI Jones Chemicals, Inc. (“SERVICE PROVIDER”), a corporation of the State of New York, located at 1765 Ringling Blvd, Sarasota FL 34236

3. TERM OF AGREEMENT: From (Date): 7/1/24 To (Date): 6/30/25

3.1 Time is of the essence in this Agreement.

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receipt of notice from the CITY. All Notices shall comply with Section 20 of this Agreement.

3.4 All services required of SERVICE PROVIDER under this Agreement shall be completed on or before the end of the term of the Agreement.

4. AGREEMENT AMOUNT NOT TO EXCEED: $4,525,000.00

5. AGREEMENT EXHIBITS: The following documents memorialized below are the only exhibits to this agreement and are incorporated by reference as though fully set forth herein. In the event of a conflict between the Exhibits and this Agreement, the Agreement controls.

Exhibit A: Scope of Services
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-I Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage Policy
Exhibit F: Iran Contracting Certification

6. DESIGNATED REPRESENTATIVES.

The Designated Representatives listed below shall be authorized to act on behalf of the named Party, be responsible for negotiations and contractual matters, and coordinate with each other to perform the services under this Agreement. Additionally, SERVICE PROVIDER’s services shall be performed or immediately supervised by the SERVICE PROVIDER’s Representative:

CITY Designated Representative: SERVICE PROVIDER Designated Representative:

Name: Roberto Fuentes Name: Tim Ross Title: Wastewater Operations Manager Title: Vice President West Coast Phone: (805) 271-2203 Phone: (310) 523-1629 Email: [email protected] Email: [email protected] Mailing Address (if differs from above): Mailing Address (if differs from above):

7. CONTRACTUAL PREREQUISITES.

7.1. This Agreement must first be executed by the SERVICE PROVIDER, after which the Agreement shall be approved as to form by the CITY Attorney, then executed by the Mayor, or an authorized person on behalf of the CITY, and if executed by the Mayor shall also be executed by the CITY Clerk.

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7.2. A request for modification of the terms, prior to execution of the Agreement, must be made in writing and presented to the Designated Representative of the CITY prior to the time this Agreement is executed.

7.3. All proof of business license, insurance, and W-9 forms is required prior to execution of this Agreement.

7.4 SERVICE PROVIDER shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.

8. SERVICE PROVIDER'S SERVICES.

8.1 SERVICE PROVIDER shall perform the tasks, obligations, and services set forth in the “Scope of Services,” attached to and incorporated into this Agreement as “Exhibit A.” Once this Agreement is executed, the Scope of Services may only be modified by written Amendment pursuant to Section 12 of this Agreement.

8.2 The Services shall be coordinated with the designated City Project Manager set forth in Exhibit A subject to the direction of the City Manager or Department Director. SERVICE PROVIDER hereby designates its Project Manager as set forth in “Exhibit A” as the person responsible for the Services who shall coordinate with City’s Project Manager in executing the scope of services under this Agreement.

9. COMPENSATION.

CITY shall pay SERVICE PROVIDER for the services performed pursuant to the terms of this Agreement in the time and manner set forth in the “Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” CITY shall pay SERVICE PROVIDER an amount not to exceed the amount is listed in Section 4 of this Agreement. Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 12 of this Agreement, and may be subject to approval by the City Council.

9.1 Price Adjustments. Unless otherwise stated, prices are maximum for the term of the Contract. Price adjustments, if allowed under this Contract, must be requested in writing and accompanied by the required information to substantiate the request for price adjustment, as set forth in the Contract. Any allowable request for price adjustment must be delivered to the CITY at least 30 days before the adjusted prices become effective. No price adjustment allowable under this Contract will be granted retroactively. The CITY must also be given the benefit of any decline in prices. If any price increase is granted by the CITY, the increase shall not be greater than 3% from the prior year.

10. PAYMENT & INVOICES.

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The CITY shall pay all undisputed portions of any applicable invoice within thirty (30) days after receipt of an invoice. In the event the CITY disputes one or more items in an invoice, the CITY shall, within thirty (30) days after receipt of such invoice, notify the SERVICE PROVIDER of the item(s) being disputed and the reason(s) therefore. The CITY may withhold payment for such disputed items until resolution of the dispute.

10.1 Payment Request. SERVICE PROVIDER shall submit a payment request to CITY by the end of each calendar month listing the Services provided, costs of those Services, and total amount due for the month. Invoices may be emailed to:
[email protected].

10.2 Non-Appropriation of Funds. Payments to be made to SERVICE PROVIDER by CITY for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY does not appropriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the conclusion of the last fiscal year in which CITY appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.

10.3 SERVICE PROVIDER’s acceptance of final payment made pursuant to this Agreement shall constitute a release of CITY from all claims and liabilities for compensation to SERVICE PROVIDER for anything completed, finished or relating to the Services. CITY’s payment shall not constitute nor be deemed a release of the responsibility and liability of SERVICE PROVIDER for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by CITY for any defect or error in the Services performed by SERVICE PROVIDER and its employees, agents and Subcontracted service providers.

10.4 SERVICE PROVIDER shall provide CITY with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by SERVICE PROVIDER or materials or products provided to CITY by SERVICE PROVIDER, SERVICE PROVIDER shall pay the sales tax. CITY shall not reimburse SERVICE PROVIDER for sales taxes paid by SERVICE PROVIDER.

11. OPTION TO EXTEND AGREEMENT.

When in the CITY’s best interest, this Agreement may only be extended, if the City in its discretion exercises the option to extend pursuant to Section 3.2 and 3.3 of the Agreement. The initial term, plus any option to extend, shall not exceed a total of five (5) years. If no option to extend the Agreement appears in section 3.2, then this Agreement shall not be extended.

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12. MODIFICATION OF AGREEMENT.

This Agreement may be amended, modified, or otherwise altered, or its provisions waived, only upon mutual consent of the Parties by written amendment, and as authorized by the Oxnard Municipal Code, Article IV, Sections 4-59 and 4-60.

13. TERMINATION OF AGREEMENT.

CITY may terminate this Agreement at any time, with or without cause and without penalty, upon fifteen (15) calendar days’ prior written notice pursuant to Section 20 of this agreement. Such termination shall be effective on the date specified in the notice, or if no date is specified, then fifteen (15) calendar days from the date of the notice. CITY shall be liable to SERVICE PROVIDER only for work done by SERVICE PROVIDER up to and including the date of termination of this Agreement unless the termination is for cause, in which event SERVICE PROVIDER need be compensated only to the extent required by law. SERVICE PROVIDER may terminate this Agreement at any time during the term of the Agreement by giving the CITY sixty (60) calendar days’ written notice.

14. INDEPENDENT CONTRACTOR

SERVICE PROVIDER is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of SERVICE PROVIDER or any of its employees, except as stated in this Agreement. SERVICE PROVIDER has and shall retain the right to exercise full control over the employment, direction, means of performance, location, compensation and discharge of all persons assisting SERVICE PROVIDER. This Agreement shall not be interpreted to prevent or preclude SERVICE PROVIDER from rendering any services for SERVICE PROVIDER’s own account or to any other person or entity as SERVICE PROVIDER in its sole discretion shall determine; provided, however, that performing such services shall not materially interfere with the Services the SERVICE PROVIDER shall perform for the City. The CITY retains the right to provide general instructions to and observe the SERVICE PROVIDER in the performance of all services done on behalf of the CITY.

SERVICE PROVIDER and its employees, subcontractors, and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent. SERVICE PROVIDER and its employees are not employees of City.

SERVICE PROVIDER and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long-term disability and workers’ compensation insurance benefits. SERVICE PROVIDER shall not, at any time or in any manner, represent that it or any of its agents, subcontractors, or employees are in any manner agents, subcontractors, or employees of City.
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15. LAWFUL PERFORMANCE.

SERVICE PROVIDER shall abide by all Federal, State, and Local Laws and Regulations as may be related to the performance of duties under this Agreement.

SERVICE PROVIDER, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

16. SAFETY REQUIREMENTS.

SERVICE PROVIDER shall not perform any services for the CITY when the SERVICE PROVIDER is impaired by alcohol or a controlled substance. When there is reasonable cause to believe that any person has violated this provision, that person shall be immediately removed from the premises and be subject to any applicable civil and/or criminal penalties under the CITY’s Code and/or under state law. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public. The CITY reserves the right to issue restraining or cease and desist orders to SERVICE PROVIDER when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The acceptance of SERVICE PROVIDER's work by CITY shall not operate as a release of the SERVICE PROVIDER from such standard of care and workmanship.

17. OWNERSHIP OF SERVICE PROVIDER’S WORK PRODUCT,
CONFIDENTIALITY & DISCLOSURE.

CITY shall be the owner of any and all technical documents and records, including, computations, plans, correspondence, and/or other pertinent data and information, both hard copy and electronic, gathered or prepared by SERVICE PROVIDER in performance of this Agreement and shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when the same may be requested by CITY.

17.1. Records and Inspections. The SERVICE PROVIDER shall maintain full and accurate records, with respect to all services and matters covered under this Agreement. The CITY shall have free access at all reasonable times to such records, both hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.

17.2. Deliverables. SERVICE PROVIDER shall deliver to the CITY the studies, plans, specifications, or other documents as are identified in the Scope of Services; and SERVICE PROVIDER shall, upon completion of all work, submit to the CITY all information developed in the course of the SERVICE PROVIDER's services.

SERVICE PROVIDER shall, in such time and in such form as the CITY may require, furnish reports concerning the status of services required under this 21 Agreement No. 32500003

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Agreement. SERVICE PROVIDER shall, upon request by CITY and upon completion or termination of this Agreement, deliver to the CITY all material furnished to SERVICE PROVIDER by the CITY.

17.3. Ownership – Generally. All inventions, discoveries, enhancements, changes, or improvements of computer programs developed pursuant to this Agreement shall be the property of the CITY, and all patents or copyrights shall be assigned to the CITY, unless otherwise agreed. SERVICE PROVIDER agrees that CITY may make modifications to computer software furnished by SERVICE PROVIDER without infringing SERVICE PROVIDER’s copyright or any license granted to CITY, unless otherwise agreed.

17.4. Ownership of Documents. Every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by the SERVICE PROVIDER pursuant to or in connection with this Agreement shall be the exclusive property of the CITY.

17.5. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in the City’s possession or control under obligations of confidentiality. SERVICE PROVIDER may be granted access to information that is exempt from disclosure to the public (Government Code Section 7920.505) and may contain “trade secrets” (see Government Code Section 7924.510(f)) when it is necessary for SERVICE PROVIDER to perform its obligations pursuant to this Agreement. If SERVICE PROVIDER is granted such access to confidential information, SERVICE PROVIDER shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.

17.6. Disclosure of Information. SERVICE PROVIDER shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to SERVICE PROVIDER by the CITY or other information to which the SERVICE PROVIDER has had access during the term of this Agreement without the prior written approval of the CITY’s Designated Representative during the term of this Agreement and for a period of two (2) years after the termination of this Agreement.

17.7. No Warranty. Other than an obligation upon the CITY to deal in good faith, the CITY makes no warranties and shall bear no liability or responsibility for errors or omissions in any Confidential Information disclosed under this Agreement or for any business decisions made by SERVICE PROVIDER in reliance on any Confidential Information disclosed under this Agreement.

18. ASSIGNMENT.

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This Agreement is for the non-professional services of SERVICE PROVIDER. Any attempt by SERVICE PROVIDER to assign the benefits or burdens of this Agreement without the prior written approval of CITY shall be prohibited and shall be null and void.

SERVICE PROVIDER's services pursuant to this Agreement shall be provided by the SERVICE PROVIDER’s Designated Representative or directly under his/her supervision, and SERVICE PROVIDER shall not assign another to supervise the SERVICE PROVIDER's performance of this Agreement without the prior written approval of CITY, by and through the CITY’s Designated Representative.

19. NOTICE OF BREACH AND OPPORTUNITY TO CURE.

Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party.

The Party charged with breach will have fifteen (15) calendar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non-breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 20.

20. NOTICES.

All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first-class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 6. When addressed in accordance with this Section, such notice 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. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

21. COVENANTS AND CONDITIONS.

Each term and each provision of this Agreement to be performed by SERVICE PROVIDER shall be construed to be both a covenant and a condition.

22. WAIVER.

CITY’s review or acceptance of, or payment for, work product prepared by SERVICE PROVIDER under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from SERVICE PROVIDER’s performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.

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23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.

23.1 As a separate and independent covenant from SERVICE PROVIDER’s obligations under this section, SERVICE PROVIDER shall to the fullest extent permitted by law, immediately defend, indemnify, and hold harmless CITY, its legislative and advisory bodies, and the CITY’s officials, directors, officers, employees, and agents (the “Indemnitees”) from and against all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with SERVICE PROVIDER’s performance of this Agreement or SERVICE PROVIDER’s failure to comply with any of its obligations contained in this Agreement. Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. SERVICE PROVIDER’s obligation to indemnify applies unless it is adjudicated that any of the liabilities covered by this Section are the result of the sole active negligence or sole willful misconduct of any of the Indemnitees.

23.2 The duty to defend is a separate and distinct obligation from SERVICE PROVIDER’s duty to indemnify. SERVICE PROVIDER shall be obligated to defend in all legal, equitable, administrative, or special proceedings, with counsel approved by the CITY Attorney, immediately upon tender to SERVICE PROVIDER of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination of negligence or willful misconduct by any of the Indemnitees shall not relieve SERVICE PROVIDER from its separate and distinct obligation to defend the Indemnitees. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes the obligation to provide independent defense counsel if SERVICE PROVIDER asserts that liability is caused in whole or in part by the negligence or willful misconduct of the Indemnitees. If it is finally adjudicated that liability was caused by the sole active negligence or sole willful misconduct of any of the Indemnitees, SERVICE PROVIDER may submit a claim to CITY for reimbursement of reasonable attorneys’ fees and defense costs.

23.3 The review, acceptance or approval of SERVICE PROVIDER’s work or work product by any of the Indemnitees shall not affect, relieve or reduce SERVICE PROVIDER’s indemnification or defense obligations. SERVICE PROVIDER waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by SERVICE PROVIDER pursuant to this Agreement. The provisions of this Section shall not be restricted by and do not affect the provisions of this Agreement relating to Section 24. The SERVICE PROVIDER’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

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SERVICE PROVIDER under this Agreement, and to indemnify and hold CITY harmless from any and all taxes, assessments, penalties, and interest asserted against CITY by reason of the independent contractor relationship created by this Agreement. SERVICE PROVIDER shall be solely responsible for, and shall save CITY harmless from, all matters relating to the payment of SERVICE PROVIDER’s subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State income tax withholding, and all other regulations governing employer- employee relations, as applicable. CITY shall have the right to offset against the amount of any compensation due to SERVICE PROVIDER under this Agreement any amount due to CITY from SERVICE PROVIDER as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

24. INSURANCE.

SERVICE PROVIDER shall obtain and maintain during the performance of any services under this Agreement the insurance coverages listed within “Exhibit C”, which is attached hereto and incorporated herein by this reference, unless the Risk Manager waives, in writing, the requirement that SERVICE PROVIDER obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to the Risk Manager. SERVICE PROVIDER shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”. Maintenance of insurance coverages by SERVICE PROVIDER is a material element of this Agreement. SERVICE PROVIDER’S failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.

25. LIVING WAGE REQUIREMENTS.

During the term of this Agreement, SERVICE PROVIDER understands and agrees that if Living Wages are applicable subject to the 2002 Oxnard City Council Living Wage Policy, attached as “Exhibit D” to this Agreement. SERVICE PROVIDER will pay and/or provide the wages and/or benefits required therein to all of its employees engaged in whole or in part in performing the services provided for by this Agreement. The duty to pay the correct wage is the responsibility of the SERVICE PROVIDER.

26. PREVAILING WAGE REQUIREMENTS.

26.1. Application. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty-five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work. 25 Agreement No. 32500003

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Prevailing wages are required to be paid to all workers, including subcontracted employees.

26.2. Compliance with California Department of Industrial Relations (DIR).

To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html

26.3. Contract Splitting. It is unlawful to split, or separate into small portions, work orders, projects, purchases, or public works projects for the purpose of evading these prevailing wage requirements.

26.4. Use of Prevailing Wages vs. Living Wages. In the event that there is a difference between the amount of wages to be paid under the CITY of Oxnard’s local Living Wage requirements and the requirements of this provision, the wage rate that is the higher of the two shall be applicable to this Agreement. The duty to pay the correct wage is the responsibility of the SERVICE PROVIDER.

27. CONFLICT OF INTEREST

SERVICE PROVIDER covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of SERVICE PROVIDER’s services under this Agreement. SERVICE PROVIDER further covenants that in the performance of services under this Agreement, no officer, employee or agent of SERVICE PROVIDER having such interest shall be employed by it. In the event the CITY determines that SERVICE PROVIDER must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, SERVICE PROVIDER shall file such Form 700 with the CITY Clerk’s Office pursuant to the written instructions provided by the CITY Clerk. Acquisition or maintenance of a conflicting interest by SERVICE PROVIDER may result in termination of this Agreement by the CITY.

28. IRAN CONTRACTING ACT

In accordance with the Iran Contract Act of 2010 (Public Contract Code sections 2200- 2208) the City requires that any CONSULTANT that submits a proposal or otherwise proposes to enter into or renew a contract with the City with respect to goods or services of one million dollars ($1,000,000) or more, must certify, that the CONSULTANT is not identified on a list created pursuant to subdivision (b) of Public Contract Code Section 2203 as a person engaging in investment activities in Iran described in subdivision (a) of Public Contract Code Section 2202.5, or as a person described in subdivision (b) of Public Contract Code Section 2202.5, as applicable.

A CONSULTANT is ineligible to enter into any contract with the CITY for goods or services of one million dollars ($1,000,000) or more if the CONSULTANT engages in investment activities in Iran. CONSULTANT must certify that it is not on the list of ineligible 26 Agreement No. 32500003

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vendors prohibited from doing business with the State of California and shall complete the Iran Contract Act Certification attached as Exhibit F.

29. SUBCONTRACTING.

If CONSULTANT requires the assistance of a subcontractor to render any services under this agreement, Consultant shall obtain prior written consent from the City before a subcontractor performs any service pursuant to this Agreement. All subcontractors shall be identified in the scope of work attached to this Agreement as Exhibit A. CONSULTANT is fully responsible for satisfactory completion of all its subcontractors’ work. All subcontractors shall be properly licensed and insured; and bonded, if applicable.

CONSULTANT shall be responsible for all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with subcontractors performance pursuant to this Agreement or subcontractors failure to comply with any of its obligations in connection with this Agreement.

30. DISPUTES.

Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this Agreement, shall be decided by the CITY’s Designated Representative, who shall reduce this decision to writing and mail a copy to the SERVICE PROVIDER. The decision of the CITY’s Designated Representative shall be final and conclusive unless SERVICE PROVIDER requests mediation within ten (10) calendar days. Pending final decision of a dispute, the SERVICE PROVIDER shall proceed diligently with the performance of the Agreement and in accordance with the decision of the CITY’s Designated Representative.

31. DISPUTE RESOLUTION.

Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty five (45) days of a request. The mediator shall be agreed to by the mediating Parties. In the absence of an agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed- upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties.

32. AUDIT.

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CITY shall have the option of inspecting, auditing and/or reproducing all records and other written materials: used by SERVICE PROVIDER in preparing its billings to CITY as a condition precedent to any payment to SERVICE PROVIDER; or for other purposes relating to the Agreement. SERVICE PROVIDER will promptly furnish all documents requested by CITY. Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit SERVICE PROVIDER for a period of 3 years after final payment under the Agreement. Regardless of whether a State audit is permitted, SERVICE PROVIDER shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by CITY, whichever occurs later. SERVICE PROVIDER shall maintain all such records in CITY or to promptly reimburse CITY for all reasonable costs incurred in conducting the audit at a location other than in CITY, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. SERVICE PROVIDER shall include a copy of this Section in all contracts with its subcontractors, and SERVICE PROVIDER shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or CITY.

33. ADVERTISING AND PUBLICITY

SERVICE PROVIDER shall not use the name of or refer to CITY directly or indirectly in any advertisement, news release, or professional or trade publication without prior written approval from the City Manager. This Section shall survive the termination of this Agreement.

34. NONDISCRIMINATORY EMPLOYMENT.

SERVICE PROVIDER shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status.

SERVICE PROVIDER understands and agrees that it is bound by and will comply with all legal nondiscrimination mandates. For every subcontractor who will perform Services, SERVICE PROVIDER shall be responsible for such subcontractor’s compliance with this Section.

35. FORCE MAJEURE.

Neither the SERVICE PROVIDER nor the CITY shall be responsible for any delay caused by any contingency beyond their control, including, but not limited to, war or insurrection, walkouts by the Party’s own employees, fires, natural calamities, riots, or demands or requirements of governmental agencies other than the CITY.

36. GOVERNING LAW.
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The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.

37. SEVERABILITY.

If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect and be enforceable.

38. INTEGRATED AGREEMENT.

This Agreement and the attached exhibits referenced herein to this Agreement represent the entire understanding between the Parties. No verbal agreement or implied covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns.

39. NO THIRD-PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.

40. AUTHORITY TO EXECUTE.

Each Party hereto expressly warrants and represents that through its Designated Representative it has the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the Designated Representative has the authority to bind each Party to the performance of its obligations hereunder.

41. EXECUTION – COUNTERPARTS.

This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, but they shall not be effective nor enforceable unless and until it is executed with the handwritten signature or electronic signature of an authorized representative of each of the relevant Parties. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterpart executed by the other Party to this Agreement is in the physical possession of the Party seeking enforcement thereof.

42. INCONSISTENT OR CONFLICTING TERMS.
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In the event of any contradictions or inconsistencies between any attached documents or exhibits incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control. Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the CITY are not binding upon the CITY’s Designated Representative unless specifically agreed to in writing, and initiated by CITY’s Designated Representative, as to each additional contractual term or condition.

43. ACKNOWLEDGEMENT.

By signing below, SERVICE PROVIDER acknowledges that it has reviewed the CITY’s Trade Services Agreement terms and conditions and insurance requirements and that SERVICE PROVIDER hereby agrees to full compliance.

[Signatures on next page]

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In witness whereof, the Parties have entered into this Agreement effective on the date as written in section 3 and upon signature of all Parties.

CITY OF OXNARD JCI JONES CHEMICALS, INC.

☐John C. Zaragoza, Mayor1 Date Tim Ross, Vice President Date ☐Jennifer Yates, 2
Purchasing Manager

Cris Blomgren, Office Manager 3 Date

ATTEST:

Rose Chaparro, CITY Clerk Date
(only if Mayor signs)

APPROVED AS TO FORM:

Stephen M. Fischer, CITY Date
Attorney (always required)

1 The City Council must authorize and the Mayor must execute any agreement over $200,000. 2 The Purchasing Agent may execute any authorized agreement up to $200,000. 3 The City requires the following for any contract:
● For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
● For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or ● For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.

If the company has a different structure, or if the above-listed persons are not the appropriate signers, please submit to the City Attorney legally-binding documentation stating who can sign and bind your company.

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EXHIBIT A

TRADE SERVICE AGREEMENT
(CITY of Oxnard and JCI JONES CHEMICALS, INC.)

SCOPE OF SERVICES

WATER CAMPUS: CHRIS PEYTON / (805) 207-2101 / [email protected] AWPF: MIKE LOVE / (805) 385-8342/ [email protected]
OWTP: ROBERTO FUENTES / (805) 271-2203/ [email protected]

SUPPLIER SPECIFICATIONS & GENERAL REQUIREMENTS

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i. Product does not match the specific gravity.
ii. If there is debris in the sample from the delivery truck. iii. Supplier is non compliant with industry standard safety practices and procedures. iv. Failure of Supplier to wear proper PPE while making chemical transfers. Supplier is to provide their staff with all required PPE.
h. Pay Quantity of Bulk Product Delivered: Shall be determined by weighing the tank trailer before and after filling at Supplier’s plant on a certified truck scale. Copies of weight master’s certificates shall be provided with delivery.
i. Other: Agency may require Supplier to furnish an affidavit stating product complies fully with this specification, a certified analysis of the product delivered, and/or the preventative maintenance schedule of delivery truck’s unloading compressor. j. Deliveries to the following locations as required:
● City of Oxnard Wastewater Treatment Plant, 6001 Perkins Road, Oxnard, CA ● City of Oxnard Wastewater Treatment Plant Headworks Facility, 5741 Perkins Road, Oxnard, CA
● City of Oxnard Lift Station 6, 4781 W. Wooley Road, Oxnard, CA ● City of Oxnard Advanced Water Purification Facility, 5700 Perkins Road, Oxnard CA, ● City of Oxnard Water Campus, 251 South Hayes Avenue, Oxnard, CA ● City of Oxnard Blending Station No. 3, 1700 Solar Drive Oxnard, CA

2.0 Quantity
Exact quantities may vary from the estimates given, and may be increased or decreased to meet the agency's requirements. No minimum is guaranteed.

3.0 Invoicing
A separate invoice shall be provided for each delivery during contract period.

4.0 Specification
Supplier shall bring apparent error or omissions to City’s attention

5.0 Chemical Specification for the following locations:

Water Campus located at 251 South Hayes Avenue
Blending Station No. 3, located at 1700 Solar Drive, Oxnard, California 93030

a) Sodium Hypochlorite (Bleach) 12.5%: Estimated annual quantity is 50,000 gallons. Solution should be approximately 12.5% by weight (NaOCl), suitable for potable water treatment (NSF approved).

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Advanced Water Purification Facility, located at 5700 Perkins Road, Oxnard, CA 93033.

a) Sodium Bisulfite 38%: Estimated annual quantity is 25,000 gallons. Solution shall meet a molecular weight of 104.06, density of g/ml (60° F) - 1.17-1.20, pH of 4.5-5.5, and technical grade solution that shall be suitable for water treatment. Delivery by bulk tank. b) Sodium Hypochlorite 12.5%: Estimated annual quantity is 65,000 gallons. Solution should be approximately 12.5wt% available NaOCl, suitable for water treatment. Delivery by bulk tank.

Wastewater Treatment Plant, located at 6001 Perkins Road, Oxnard, California 93033 Headworks Facility, located at 5741 Perkins Road, Oxnard, California 93033

a) Sodium Bisulfite 25%: Estimated annual quantity is 27,600 gallons. Solution shall meet a molecular weight of 104.06, density of g/ml (60˚ F) – 1.17-1.20, pH of 4.5-5.5, and technical grade of solutions that shall be suitable for water treatment. Delivery by bulk tank.
b) Sodium Hypochlorite 12.5%: Estimated annual quantity is 240,000 gallons.

Solution should be approximately 12.5 wt% available NaOCl, suitable for water treatment. Delivery by bulk tank.

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EXHIBIT B

TRADE SERVICE AGREEMENT
(CITY of Oxnard and JCI JONES CHEMICALS, INC.)

SCHEDULE OF COMPENSATION

Water Campus & Blending Station No. 3
Chemical
Approximate
Annual Qty
(gallons)
Average #
of
deliveries
Average
delivery
load
(gallons)
Unit Price per
gallon
Sodium Hypochlorite (Bleach)

12.5% 50,000
2x per
month 3,500 $1.8019

9.25% CA Sales Tax $0.1666

2.1% California Mill Assessment $0.0378
Total $2.0063

Advanced Water Purification Facility (AWPF)
Chemical
Approximate
Annual Qty
(gallons)
Average #
of
deliveries
Average
delivery
load
(gallons)
Unit Price per
gallon
Sodium Hypochlorite 12.5% 65,000 20x per year 3,300 $1.8619

9.25% CA Sales Tax $0.1722

2.1% California Mill Assessment $0.0390
Total $2.0731

Chemical
Approximate
Annual Qty
(gallons)
Average #
of
deliveries
Average
delivery
load
(gallons)
Unit Price per
gallon
Sodium Bisulfite 38% 25,000 8x per year 3,200 $2.04

9.25% CA Sales Tax $0.1887
Total $2.2287

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Oxnard Wastewater Treatment Plant
Chemical
Approximate
Annual Qty
(gallons)
Average #
of
deliveries
Average
delivery
load
(gallons)
Unit Price
per gallon
Sodium Hypochlorite 12.5% 240,000
4x per
month 5,000 $1.6319

9.25% CA Sales Tax $0.1509

2.1% California Mill Assessment $0.0342
Total $1.817

Sodium Bisulfite 25% 27,600 6x per year 4,600 $1.40

9.25% CA Sales Tax $0.1295
Total $1.5295

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EXHIBIT C

TRADE SERVICES AGREEMENT
(CITY of Oxnard and JCI JONES CHEMICALS, INC.)

INSURANCE REQUIREMENTS

Prior to contract approval, CONSULTANT/SERVICE PROVIDER/SELLER/BIDDER (hereafter referred to as “SERVICE PROVIDER”) must procure, agree to maintain and supply evidence of insurance at the levels listed and in accordance with the other provisions listed in this document.

[See next pages]

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INSURANCE REQUIREMENTS FOR VENDORS
(WHO DELIVER, INSTALL OR MAINTAIN PRODUCTS)

a. Commercial General Liability Insurance, including Contractual Liability, in an amount not less than $1,000,000 combined single limit for bodily injury and property damage for each claimant for general liability with coverage equivalent to Insurance Services Office Commercial General Liability Coverage (Occurrence Form CG 0001). If a general aggregate limit is used, that limit shall apply separately to the project or shall be twice the occurrence amount;

b. Business Automobile Liability Insurance in an amount not less than $1,000,000 combined single limit for bodily injury and property damage for each claimant for automobile liability with coverage equivalent to Insurance Services Office Automobile Liability Coverage (Occurrence Form CA0001) covering Code No. 1, “any auto;”

c. Workers’ Compensation Insurance in compliance with the laws of the State of California, and Employer’s Liability Insurance in an amount not less than $1,000,000 per claimant. Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City.

2. Vendor shall, prior to performance of any services, file with the Risk Manager certificates of insurance with original endorsements effecting coverage required by this Exhibit INS-I. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on the attached forms or on other forms approved by the Risk Manager. All certificates and endorsements are to be received and approved by the Risk Manager before work commences. City reserves the right to require complete certified copies of all required insurance policies at any time. The certificates of insurance and endorsements shall be sent via email. If you have not received your request or are having difficulty with electronic upload, contact [email protected]

3. Vendor agrees that all insurance coverages shall be provided by a California admitted insurance carrier with an A.M. Best rating of A:VII or better and shall be endorsed to state that coverage may not be suspended, voided, canceled by either party, or reduced in coverage or limits without 30 days’ prior written notice to the Risk Manager. The Risk Manager shall not approve or accept any endorsement if the endorsement contains “best effort” modifiers or if the insurer is relieved from the responsibility to give such notice.

4. Vendor agrees that the Commercial General Liability and Business Automobile Liability Insurance policies shall be endorsed to name City, its City Council, officers, employees and volunteers as additional insureds as respects: liability arising out of activities performed by or on behalf of vendor; products and completed operations of vendor; premises owned, occupied or used by vendor; or automobiles owned, leased, hired or borrowed by vendor. The coverage shall contain no special limitations on the scope of protection afforded to City, its City Council, officers, employees and volunteers. The General Liability Special Endorsement Form and Automobile Liability Special Endorsement Form attached to this Exhibit INS-I or substitute forms containing the same information and acceptable to the Risk Manager shall be used to provide the endorsements (ISO form CG 2010 11/85 or if not available, CG 2010 with an edition date prior to 01/04 and CG 2037).

5. The coverages provided to City shall be primary and not contributing to or in excess of any existing City insurance coverages (this must be endorsed). Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its City Council, officers, employees and volunteers. The insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

6. Any deductibles or self-insured retentions must be declared to and approved by the Risk Manager. At the option of the Risk Manager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its City Council, officers, employees and volunteers, or the vendor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4/24

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INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS

Certificates of Insurance

The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance. You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start-up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

Endorsement Forms

Original endorsements are required for commercial general liability and business automobile liability insurance policies and must be attached to the applicable certificate of insurance. City preference is that you use the endorsement forms which are attached. Substitute forms will be accepted, however, as long as they include provisions comparable to the attached.

INS-I.doc

39 Agreement No. 32500003

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SAMPL

ACORD CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY)

PRODUCER

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.

CODE SUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE INSURED COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE COMPANY

LETTER B COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR

TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY)

POLICY EXPIRATION DATE (MM/DD/YY)
LIMITS

GENERAL LIABILITY [x] COMMERCIAL GENERAL LIABILITY [x] CLAIMS MADE [x] OCCUR. [x] OWNER'S & CONTRACTOR'S PROT.

GENERAL AGGREGATE $1,000,000
PRODUCTS COMP/OP AGG. $1,000,000
PERSONAL & ADV. INJURY $1,000,000
EACH OCCURRENCE $1,000,000
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

AUTOMOBILE LIABILITY [x] ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS GARAGE LIABILITY

COMBINED SINGLE $1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

EXCESS LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM

EACH OCCURRENCE $
AGGREGATE $

WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY

STATUTORY LIMITS
EACH ACCIDENT $1,000,000
DISEASE-POLICY LIMIT $1,000,000
DISEASE-EACH EMPLOYEE $1,000,000

OTHER

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS

CERTIFICATE HOLDER
CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE

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GENERAL LIABILITY SPECIAL ENDORSEMENT FOR THE CITY OF OXNARD (the “City”) SUBMIT IN DUPLICATE ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER POLICY INFORMATION:

NAMED INSURED

APPLICABILITY This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here  in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE GENERAL LIABILITY
 COMMERCIAL GENERAL LIABILITY
 COMPREHENSIVE GENERAL LIABILITY
 OWNERS & CONTRACTORS PROTECTIVE

 Claims Made
Retroactive Date
 Occurrence

OTHER PROVISIONS

COVERAGES
LIABILITY LIMITS IN THOUSANDS $ EACH OCCURRENCE AGGREGATE  GENERAL
 PRODUCTS/COMPLETED OPERATIONS
 PERSONAL & ADVERTISING INJURY
 FIRE DAMAGE



Underwriter=s representative for claims pursuant to this insurance.

CLAIMS:

Name:

Address:

Telephone: ( )
In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:

INSURED. The City, its officers, agents, employees and volunteers are included as insureds with regard to liability and defense of suits arising from the operations, products and activities performed by or on behalf of the named insured.

CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as respects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured’s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not contribute with it.

SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company’s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

CANCELLATION NOTICE. With respect to the interests of the City, this insurance shall not be canceled, or materially reduced in coverage or limits except after thirty (30) days prior written notice by receipted delivery has been given to the City.

PROVISIONS REGARDING THE INSURED’S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the City, its officers, agents, employees or volunteers.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as: Insurance Services Office Commercial General Liability Coverage, “occurrence” form CG0001; or If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER
CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
 Broker/Agent  Underwriter  I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement. Signature (original signature required) Telephone: ( ) Date Signed

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AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO. ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company: Policy No.: Policy Period: (from) (to) LOSS ADJUSTMENT EXPENSE  Included in Limits  In Addition to Limits
Telephone:  Deductible  Self-Insured Retention (check which) of $ with an Aggregate of $ applies to coverage.  Per Occurrence  Per Claim (which) NAMED INSURED APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here  in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE OTHER PROVISIONS
 COMMERCIAL AUTO POLICY
 BUSINESS AUTO POLICY
 OTHER
LIMIT OF LIABILITY CLAIMS: Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )

$ per accident, for bodily injury and property damage.

In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsement is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:

1. INSURED. The City, its officers, agents, volunteers and employees are included as insureds with regard to liability and defense of suits arising from the operations, products and activities performed by or on behalf of the named insured.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as: Insurance Services Office Automobile Liability Coverage, “occurrence” form CA0001, code ("any auto"); or If excess, affords coverage which is at least as broad as the primary insurance form referenced in the preceding section (1).

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
 Broker/Agent  Underwriter 

I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed
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EXHIBIT D

TRADE SERVICES AGREEMENT
(CITY of Oxnard and JCI JONES CHEMICALS, INC.)

LIVING WAGE POLICY

Pursuant to the Living Wage Policy adopted July 9, 2002 by the City Council and effective October 1, 2002, the City Manager and City Attorney are directed to include the following language in all standard trade services contracts and all unique trade services contracts governed by the Living Wage Policy.

A. SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $18.89 per hour for each hour that such employee provides services under this Agreement. In addition, while this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year.

B. SERVICE PROVIDER agrees to post, at a location readily accessible to those employees providing services to the CITY, a copy of the Living Wage Policy adopted by City Council on July 9, 2002 and effective October 1, 2002.

C. If SERVICE PROVIDER fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to SERVICE PROVIDER, effective immediately.

D. In addition, if SERVICE PROVIDER fails to comply with the Living Wage Policy in any manner, SERVICE PROVIDER shall pay to CITY a fine of $500 and shall pay to any employee providing services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. SERVICE PROVIDER shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to SERVICE PROVIDER of the amount owed.

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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2023

SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $18.89 per hour for each hour that such employee provides services under this Agreement. This hourly rate shall be adjusted on July 1, 2024, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year.

a. SERVICE PROVIDER agrees to post, at a location readily accessible to those employees providing services to the CITY, a copy of the Living Wage Policy adopted by the Oxnard City Council on July 9, 2002 and effective October 1, 2002.

b. If SERVICE PROVIDER fails to compensate such employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to SERVICE PROVIDER, effective immediately.

c. In addition, if SERVICE PROVIDER fails to comply with the Living Wage Policy in any manner, SERVICE PROVIDER shall pay to CITY a fine of $500 and shall pay to any employee providing services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. SERVICE PROVIDER shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to SERVICE PROVIDER of the amount owed.

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EXHIBIT E

TRADE SERVICES AGREEMENT
(CITY of Oxnard and JCI JONES CHEMICALS, INC.)

PREVAILING WAGE

1. SERVICE PROVIDER acknowledges that the Project defined in the Agreement between SERVICE PROVIDER and CITY is a “public work” as defined in Division 2, Part 7, Chapter 1 of the California Labor Code (“Chapter 1”), and that this Agreement is subject to Chapter 1 and the rules and regulations established by the Director of Industrial Relations (“DIR”) implementing such statutes. SERVICE PROVIDER shall perform the Project as a public work. SERVICE PROVIDER shall comply with and be bound by all the terms, rules and regulations described in Chapter 1 and the DIR’s rules and regulations as though set forth in full herein.

2. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. SERVICE PROVIDER acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and SERVICE PROVIDER shall post such rates at each job site covered by this Agreement.

3. SERVICE PROVIDER is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).

4. SERVICE PROVIDER shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. SERVICE PROVIDER shall, as a penalty to CITY, forfeit not more than $200 for each calendar day or portion thereof for each worker paid less than the DIR’s determined prevailing rates for the work or craft in which the worker is employed pursuant to this Agreement by SERVICE PROVIDER or any subcontractor. The Labor Commissioner shall determine the amount of the penalty as described in Section 1775.

5. SERVICE PROVIDER shall comply with Labor Code Section 1776, which requires SERVICE PROVIDER and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty of perjury, (2) certify and make such payroll records available for inspection, and (3) inform CITY of the location of the records.

6. SERVICE PROVIDER shall comply with Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects for all apprenticeable occupations. Before commencing work under this Agreement, SERVICE PROVIDER shall provide CITY with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding the Project, SERVICE 45 Agreement No. 32500003

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PROVIDER and each of its subcontractors shall submit to CITY a verified statement of the journeyman and apprentice hours performed under this Agreement.

7. SERVICE PROVIDER may not be debarred or suspended throughout the Agreement Term pursuant to Labor Code Section 1777.1 or 1777.7. If he, she or it becomes debarred or suspended in the Agreement Term, SERVICE PROVIDER must immediately notify CITY.

8. SERVICE PROVIDER is not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. SERVICE PROVIDER shall continue without interruption to stay registered and qualified to perform public work pursuant to Section 1725.5 for the duration of the term of this Agreement. This provision does not apply to construction, alteration, demolition, installation or repair work of $25,000 or less or to maintenance work of $15,000 or less.

9. SERVICE PROVIDER acknowledges that 8 hours labor constitutes a legal day’s work. SERVICE PROVIDER shall comply with and be bound by Labor Code Section 1810.

10. SERVICE PROVIDER shall comply with and be bound by Labor Code Section 1813 concerning penalties for workers who work excess hours. SERVICE PROVIDER shall, as a penalty to CITY, forfeit $25 for each worker employed in the performance of this Agreement by SERVICE PROVIDER or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by SERVICE PROVIDER’s employees in excess of 8 hours per day and 40 hours per week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 ½ times the basic rate of pay.

11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.

12. SERVICE PROVIDER shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. SERVICE PROVIDER shall include in the written contract between it and each subcontractor a copy of, and a requirement that each subcontractor shall comply with, those statutory provisions. SERVICE PROVIDER shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractors’ compliance, including without limitation, conducting a periodic review of the certified payroll records of each subcontractor, and upon becoming aware of the failure of the subcontractor to pay its workers the specified prevailing rate of wages, SERVICE PROVIDER shall diligently take corrective action to halt or rectify any failure.

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13. To the maximum extent, SERVICE PROVIDER shall hold harmless, defend (with counsel approved by the City Attorney) and indemnify CITY, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Service Provider, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all attorneys’ fees and other related costs. All duties of SERVICE PROVIDER under this Section shall survive Agreement termination.

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EXHIBIT F

TRADE SERVICES AGREEMENT
(CITY of Oxnard and JCI JONES CHEMICALS, INC.)

IRAN CONTRACTING ACT CERTIFICATION
(TO BE EXECUTED AND SUBMITTED WITH THE AGREEMENT)
Public Contract Code Sections 2202-2208
Pursuant to Public Contract Code 2204.(a) A public entity shall require a person that is submits a bid or proposal to,or otherwise proposes to enter into or renew a contract with, a public entity with respect to a contract for goods or services of one million dollars ($1,000,000) or more to certify, at the time an Agreement is signed or renewed, that the person is not identified on a list created pursuant to subdivision (b) of Section 2203 as a person engaging in investment activities in Iran described in subdivision (a) of Section 2202.5 or as a person described in subdivision 9b) of Section 2202.5, as applicable.

To comply with this requirement, please insert your company/entity and Federal ID number (if available) and complete one of the options below. Please note, California law established penalties for providing false certifications, including civil penalties equal to the greater of $250,000 or twice the amount of the contract for which the false certification was made, contract termination and three-year ineligibility to bid on contract in accordance with Public Contract Code section 2205.

OPTION No.1 – CERTIFICATION
I, the official named below, certify I am duly authorized to execute this certification on behalf of the company/entityidentified below, and the company/entity identified below is not on the current list of persons engaged in investment activities in Iran created by DGS and is not a financial institution extending twenty million dollars ($20,000,000) or more in credit to another person or entity, for 45 days or more, if that other person or company/entity will use the credit to provide goods or services in the energy sector in Iran and is identified on the current list of persons engagedin investment activities in Iran created by DGS in accordance with subdivision (b) of Public Contract Code 2203.

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of

OPTION No.2 – EXEMPTION
Pursuant to Public Contract Code sections 2203(c) and (d), a public entity may permit a vendor/financial institutionengaged in investment activities in Iran, on a case-by-case basis, to be eligible for, or to bid on, submit a proposal for, or enters into or renews, a contract for goods and services. If you have obtained an exemption from the certification requirement under the Iran Contracting Act, please fill out the information below and attach documentation demonstrating the exemption approval.

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of

48 Agreement No. 32500004

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TRADE SERVICE AGREEMENT

BETWEEN

THE CITY OF OXNARD AND PACIFIC STAR CHEMICAL, LLC DBA
NORTHSTAR CHEMICAL, INC.

By This Trade Services Agreement (“Agreement”), the CITY of Oxnard (“CITY”) agrees to engage the services of Pacific Star Chemical, LLC DBA Northstar Chemical, Inc. (“SERVICE PROVIDER”), and SERVICE PROVIDER agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and SERVICE PROVIDER may be individually referred to as “Party” or collectively as the “Parties.”

1. SUMMARY DESCRIPTION OF SERVICES.

This Agreement is for the supply and delivery of citric acid 50% and sulfuric acid 98% to the Advanced Water Purification Facility (AWPF) and supply and delivery of sodium hydroxide 25% to the Oxnard Wastewater Treatment Plant (OWTP).

2. PARTIES.

CITY OF Oxnard (“CITY”), a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030

Pacific Star Chemical DBA Northstar Chemical, Inc. (“SERVICE PROVIDER”), a corporation of the State of Oregon, located at 14200 SW Tualatin Sherwood Road, Sherwood, Oregon 97140

3. TERM OF AGREEMENT: From (Date): 7/1/24To (Date): 6/30/25

3.1 Time is of the essence in this Agreement.

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receipt of notice from the CITY. All Notices shall comply with Section 20 of this Agreement.

3.4 All services required of SERVICE PROVIDER under this Agreement shall be completed on or before the end of the term of the Agreement.

4. AGREEMENT AMOUNT NOT TO EXCEED: $2,925,000.00

6. DESIGNATED REPRESENTATIVES.

CITY Designated Representative: SERVICE PROVIDER Designated Representative:

Name: Mike Love Name: Julie DeBellis
Title: AWPF Operations Manager Title: Sales Coordinator Phone: (805) 385-8111 Phone: (503) 625-3770 Email: [email protected] Email: [email protected] Mailing Address (if differs from above): Mailing Address (if differs from above):
5700 Perkins Road
Oxnard, CA 93033

7. CONTRACTUAL PREREQUISITES.

50 Agreement No. 32500004

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7.3. All proof of business license, insurance, and W-9 forms is required prior to execution of this Agreement.

7.4 SERVICE PROVIDER shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.

8. SERVICE PROVIDER'S SERVICES.

9. COMPENSATION.

10. PAYMENT & INVOICES.

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11. OPTION TO EXTEND AGREEMENT.

52 Agreement No. 32500004

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12. MODIFICATION OF AGREEMENT.

13. TERMINATION OF AGREEMENT.

14. INDEPENDENT CONTRACTOR

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15. LAWFUL PERFORMANCE.

SERVICE PROVIDER shall abide by all Federal, State, and Local Laws and Regulations as may be related to the performance of duties under this Agreement.

16. SAFETY REQUIREMENTS.

17. OWNERSHIP OF SERVICE PROVIDER’S WORK PRODUCT,
CONFIDENTIALITY & DISCLOSURE.

SERVICE PROVIDER shall, in such time and in such form as the CITY may require, furnish reports concerning the status of services required under this 54 Agreement No. 32500004

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Agreement. SERVICE PROVIDER shall, upon request by CITY and upon completion or termination of this Agreement, deliver to the CITY all material furnished to SERVICE PROVIDER by the CITY.

18. ASSIGNMENT.

55 Agreement No. 32500004

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19. NOTICE OF BREACH AND OPPORTUNITY TO CURE.

Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party.

20. NOTICES.

21. COVENANTS AND CONDITIONS.

Each term and each provision of this Agreement to be performed by SERVICE PROVIDER shall be construed to be both a covenant and a condition.

22. WAIVER.

56 Agreement No. 32500004

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23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.

23.4 SERVICE PROVIDER agrees to pay all required taxes on amounts paid to 57 Agreement No. 32500004

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24. INSURANCE.

25. LIVING WAGE REQUIREMENTS.

26. PREVAILING WAGE REQUIREMENTS.

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Prevailing wages are required to be paid to all workers, including subcontracted employees.

26.2. Compliance with California Department of Industrial Relations (DIR).

To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html

27. CONFLICT OF INTEREST

28. IRAN CONTRACTING ACT

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vendors prohibited from doing business with the State of California and shall complete the Iran Contract Act Certification attached as Exhibit F.

29. SUBCONTRACTING.

30. DISPUTES.

31. DISPUTE RESOLUTION.

32. AUDIT.

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33. ADVERTISING AND PUBLICITY

34. NONDISCRIMINATORY EMPLOYMENT.

35. FORCE MAJEURE.

36. GOVERNING LAW.
61 Agreement No. 32500004

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The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.

37. SEVERABILITY.

38. INTEGRATED AGREEMENT.

39. NO THIRD-PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.

40. AUTHORITY TO EXECUTE.

41. EXECUTION – COUNTERPARTS.

42. INCONSISTENT OR CONFLICTING TERMS.
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43. ACKNOWLEDGEMENT.

[Signatures on next page]

63 Agreement No. 32500004

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In witness whereof, the Parties have entered into this Agreement effective on the date as written in section 3 and upon signature of all Parties.

CITY OF OXNARD Pacific Star Chemical, LLC DBA Northstar Chemical, Inc.

☐John C. Zaragoza, Mayor1 Date Matt Werger, Executive VP Date ☐Jennifer Yates, 2
Purchasing Manager

Suzanne Bell, Controller 3 Date

ATTEST:

Rose Chaparro, CITY Clerk Date
(only if Mayor signs)

APPROVED AS TO FORM:

Stephen M. Fischer, CITY Date
Attorney (always required)

64 Agreement No. 32500004

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EXHIBIT A

TRADE SERVICE AGREEMENT
(CITY of Oxnard and PACIFIC STAR CHEMICAL, LLC DBA NORTHSTAR CHEMICAL, INC.)

SCOPE OF SERVICES

Project Manager for AWPF: Mike Love / (805) 385-8342 / [email protected] Project Manager for OWTP: Roberto Fuentes / (805) 797-7013 / [email protected]

SUPPLIER SPECIFICATIONS & GENERAL REQUIREMENTS

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iii. Supplier is non compliant with industry standard safety practices and procedures. iv. Failure of Supplier to wear proper PPE while making chemical transfers. Supplier is to provide their staff with all required PPE.
h. Pay Quantity of Bulk Product Delivered: Shall be determined by weighing the tank trailer before and after filling at Supplier’s plant on a certified truck scale. Copies of weight master’s certificates shall be provided with delivery.
i. Other: Agency may require Supplier to furnish an affidavit stating product complies fully with this specification, a certified analysis of the product delivered, and/or the preventative maintenance schedule of delivery truck’s unloading compressor. j. Deliveries to the following locations as required:
● City of Oxnard Wastewater Treatment Plant, 6001 Perkins Road, Oxnard, CA ● City of Oxnard Wastewater Treatment Plant Headworks Facility, 5741 Perkins Road, Oxnard, CA
● City of Oxnard Lift Station 6, 4781 W. Wooley Road, Oxnard, CA ● City of Oxnard Advanced Water Purification Facility, 5700 Perkins Road, Oxnard CA, ● City of Oxnard Water Campus, 251 South Hayes Avenue, Oxnard, CA ● City of Oxnard Blending Station No. 3, 1700 Solar Drive Oxnard, CA

2.0 Quantity
Exact quantities may vary from the estimates given, and may be increased or decreased to meet the agency's requirements. No minimum is guaranteed.

3.0 Invoicing
A separate invoice shall be provided for each delivery during contract period.

4.0 Specification
Supplier shall bring apparent error or omissions to City’s attention

5.0 Chemical Specification for the following locations:

Advanced Water Purification Facility, located at 5700 Perkins Road, Oxnard, CA 93033.

66 Agreement No. 32500004

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Wastewater Treatment Plant, located at 6001 Perkins Road, Oxnard, California 93033 Headworks Facility, located at 5741 Perkins Road, Oxnard, California 93033 Lift Station 6, located at 4781 W. Wooley Road, Oxnard, California 93035

a) Sodium Hydroxide 25%: Estimated annual quantity is 24,000 gallons. Sodium hydroxide shall comply with ANSI/AWWA Standard B501-98 or most current standard. Delivery by mini-bulk tank.

67 Agreement No. 32500004

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EXHIBIT B

TRADE SERVICE AGREEMENT
(CITY of Oxnard and PACIFIC STAR CHEMICAL, LLC DBA NORTHSTAR CHEMICAL, INC.)

SCHEDULE OF COMPENSATION

Advanced Water Purification Facility (AWPF)
Chemical
Approximate
Annual Qty
(gallons)
Average # of
deliveries
Average
delivery load
(gallons)
Unit Price
per gallon
Citric Acid, 50% 22,000 5x per year 3,000 $7.25

9.25% CA Sales Tax $0.67
Total $7.92

Advanced Water Purification Facility (AWPF)
Chemical
Approximate
Annual Qty
(gallons)
Average # of
deliveries
Average
delivery load
(gallons)
Unit Price
per gallon
Sulfuric Acid, 98% 124,000 40x per year 3,100 $2.23

9.25% CA Sales Tax $0.21
Total $2.44

Oxnard Wastewater Treatment Plant
Chemical
Approximate
Annual Qty
(gallons)
Average # of
deliveries
Average
delivery load
(gallons)
Unit Price
per gallon
Sodium Hydroxide 25% 24,000 2x per month 1,000 $1.95

9.25% CA Sales Tax $0.18
Total $2.13

68 Agreement No. 32500004

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EXHIBIT C

TRADE SERVICES AGREEMENT
(CITY of Oxnard and PACIFIC STAR CHEMICAL, LLC DBA NORTHSTAR CHEMICAL, INC.)

INSURANCE REQUIREMENTS

[See next pages]

69 Agreement No. 32500004

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INSURANCE REQUIREMENTS FOR VENDORS
(WHO DELIVER, INSTALL OR MAINTAIN PRODUCTS)

4/24

70 Agreement No. 32500004

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INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS

Certificates of Insurance

Endorsement Forms

INS-I.doc

71 Agreement No. 32500004

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SAMPL

ACORD CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY)

PRODUCER

CODE SUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE INSURED COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE COMPANY

TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY)

POLICY EXPIRATION DATE (MM/DD/YY)
LIMITS

GENERAL LIABILITY [x] COMMERCIAL GENERAL LIABILITY [x] CLAIMS MADE [x] OCCUR. [x] OWNER'S & CONTRACTOR'S PROT.

GENERAL AGGREGATE $1,000,000
PRODUCTS COMP/OP AGG. $1,000,000
PERSONAL & ADV. INJURY $1,000,000
EACH OCCURRENCE $1,000,000
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

AUTOMOBILE LIABILITY [x] ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS GARAGE LIABILITY

COMBINED SINGLE $1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

EXCESS LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM

EACH OCCURRENCE $
AGGREGATE $

WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY

STATUTORY LIMITS
EACH ACCIDENT $1,000,000
DISEASE-POLICY LIMIT $1,000,000
DISEASE-EACH EMPLOYEE $1,000,000

OTHER

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS

CERTIFICATE HOLDER
CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

72 Agreement No. 32500004

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GENERAL LIABILITY SPECIAL ENDORSEMENT FOR THE CITY OF OXNARD (the “City”) SUBMIT IN DUPLICATE ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER POLICY INFORMATION:

NAMED INSURED

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE GENERAL LIABILITY
 COMMERCIAL GENERAL LIABILITY
 COMPREHENSIVE GENERAL LIABILITY
 OWNERS & CONTRACTORS PROTECTIVE

 Claims Made
Retroactive Date
 Occurrence

OTHER PROVISIONS

COVERAGES
LIABILITY LIMITS IN THOUSANDS $ EACH OCCURRENCE AGGREGATE  GENERAL
 PRODUCTS/COMPLETED OPERATIONS
 PERSONAL & ADVERTISING INJURY
 FIRE DAMAGE



Underwriter=s representative for claims pursuant to this insurance.

CLAIMS:

Name:

Address:

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER
CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

73 Agreement No. 32500004

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AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO. ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE OTHER PROVISIONS
 COMMERCIAL AUTO POLICY
 BUSINESS AUTO POLICY
 OTHER
LIMIT OF LIABILITY CLAIMS: Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )

$ per accident, for bodily injury and property damage.

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
 Broker/Agent  Underwriter 

I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed
74 Agreement No. 32500004

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EXHIBIT D

TRADE SERVICES AGREEMENT
(CITY of Oxnard and PACIFIC STAR CHEMICAL, LLC DBA NORTHSTAR CHEMICAL, INC.)

LIVING WAGE POLICY

75 Agreement No. 32500004

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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2023

76 Agreement No. 32500004

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EXHIBIT E

TRADE SERVICES AGREEMENT
(CITY of Oxnard and PACIFIC STAR CHEMICAL, LLC DBA NORTHSTAR CHEMICAL, INC.)

PREVAILING WAGE

3. SERVICE PROVIDER is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).

Page 30 of 32 ends

PROVIDER and each of its subcontractors shall submit to CITY a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. SERVICE PROVIDER acknowledges that 8 hours labor constitutes a legal day’s work. SERVICE PROVIDER shall comply with and be bound by Labor Code Section 1810.

11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.

78 Agreement No. 32500004

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79 Agreement No. 32500004

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EXHIBIT F

TRADE SERVICES AGREEMENT
(CITY of Oxnard and PACIFIC STAR CHEMICAL, LLC DBA NORTHSTAR CHEMICAL, INC.)

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of

80 Agreement No. 32500005

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TRADE SERVICE AGREEMENT

BETWEEN
THE CITY OF OXNARD AND PENCCO INC., DBA TEXAS PENCCO INC.

By This Trade Services Agreement (“Agreement”), the CITY of Oxnard (“CITY”) agrees to engage the services of Pencco Inc., DBA Texas Pencco Inc. (“SERVICE PROVIDER”), and SERVICE PROVIDER agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and SERVICE PROVIDER may be individually referred to as “Party” or collectively as the “Parties.”

1. SUMMARY DESCRIPTION OF SERVICES.

This Agreement is for supply and delivery of ferric chloride 40-46% to the Oxnard Wastewater Treatment Plant (OWTP) and the supply and delivery of ferrous chloride 32% to lift station #6.

2. PARTIES.

CITY OF Oxnard (“CITY”), a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030

Pencco Inc. DBA Texas Pencco Inc. (“SERVICE PROVIDER”), a corporation of the State of Texas, located at 831 Bartlett Road, Sealy, TX 77474

3. TERM OF AGREEMENT: From (Date): 7/1/24To (Date): 6/30/25

3.1 Time is of the essence in this Agreement.

3.3 Any Optional Extension (initial term, plus any option to extend) shall not exceed a total of five (5) years. The CITY in its sole discretion may exercise the optional extension upon 60 days written notice to the SERVICE PROVIDER in accordance with Section 11 of this Agreement. SERVICE PROVIDER shall issue its written consent to the CITY’s exercise of the option extension within 10 days of receipt of notice from the CITY. All Notices shall comply with Section 20 of this Agreement.

81 Agreement No. 32500005

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3.4 All services required of SERVICE PROVIDER under this Agreement shall be completed on or before the end of the term of the Agreement.

4. AGREEMENT AMOUNT NOT TO EXCEED: $7,100,000.00

6. DESIGNATED REPRESENTATIVES.

CITY Designated Representative: SERVICE PROVIDER Designated Representative:

Name: Roberto Fuentes Name: Sarah Duffy
Title: Wastewater Operations Manager Title: Contracts Manager Phone: (805) 271-2203 Phone: (979) 987-7979 Email: [email protected] Email: [email protected] Mailing Address (if differs from above): Mailing Address (if differs from above):
6001 Perkins Road PO box 600
Oxnard, CA 93033 San Felipe, TX 77473

7. CONTRACTUAL PREREQUISITES.

82 Agreement No. 32500005

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7.3. All proof of business license, insurance, and W-9 forms is required prior to execution of this Agreement.

7.4 SERVICE PROVIDER shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.

8. SERVICE PROVIDER'S SERVICES.

9. COMPENSATION.

10. PAYMENT & INVOICES.

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11. OPTION TO EXTEND AGREEMENT.

12. MODIFICATION OF AGREEMENT.

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13. TERMINATION OF AGREEMENT.

14. INDEPENDENT CONTRACTOR

15. LAWFUL PERFORMANCE.

SERVICE PROVIDER shall abide by all Federal, State, and Local Laws and Regulations as may be related to the performance of duties under this Agreement. 85 Agreement No. 32500005

Page 6 of 32 ends

16. SAFETY REQUIREMENTS.

17. OWNERSHIP OF SERVICE PROVIDER’S WORK PRODUCT,
CONFIDENTIALITY & DISCLOSURE.

SERVICE PROVIDER shall, in such time and in such form as the CITY may require, furnish reports concerning the status of services required under this Agreement. SERVICE PROVIDER shall, upon request by CITY and upon completion or termination of this Agreement, deliver to the CITY all material furnished to SERVICE PROVIDER by the CITY.

86 Agreement No. 32500005

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18. ASSIGNMENT.

SERVICE PROVIDER's services pursuant to this Agreement shall be provided by the SERVICE PROVIDER’s Designated Representative or directly under his/her supervision, 87 Agreement No. 32500005

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and SERVICE PROVIDER shall not assign another to supervise the SERVICE PROVIDER's performance of this Agreement without the prior written approval of CITY, by and through the CITY’s Designated Representative.

19. NOTICE OF BREACH AND OPPORTUNITY TO CURE.

Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party.

20. NOTICES.

21. COVENANTS AND CONDITIONS.

Each term and each provision of this Agreement to be performed by SERVICE PROVIDER shall be construed to be both a covenant and a condition.

22. WAIVER.

23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.

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legislative and advisory bodies, and the CITY’s officials, directors, officers, employees, and agents (the “Indemnitees”) from and against all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with SERVICE PROVIDER’s performance of this Agreement or SERVICE PROVIDER’s failure to comply with any of its obligations contained in this Agreement. Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. SERVICE PROVIDER’s obligation to indemnify applies unless it is adjudicated that any of the liabilities covered by this Section are the result of the sole active negligence or sole willful misconduct of any of the Indemnitees.

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subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State income tax withholding, and all other regulations governing employer- employee relations, as applicable. CITY shall have the right to offset against the amount of any compensation due to SERVICE PROVIDER under this Agreement any amount due to CITY from SERVICE PROVIDER as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

24. INSURANCE.

25. LIVING WAGE REQUIREMENTS.

26. PREVAILING WAGE REQUIREMENTS.

Prevailing wages are required to be paid to all workers, including subcontracted employees.

26.2. Compliance with California Department of Industrial Relations (DIR).

To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
90 Agreement No. 32500005

Page 11 of 32 ends

https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html

27. CONFLICT OF INTEREST

28. IRAN CONTRACTING ACT

29. SUBCONTRACTING.

91 Agreement No. 32500005

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30. DISPUTES.

31. DISPUTE RESOLUTION.

32. AUDIT.

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payment under the Agreement. Regardless of whether a State audit is permitted, SERVICE PROVIDER shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by CITY, whichever occurs later. SERVICE PROVIDER shall maintain all such records in CITY or to promptly reimburse CITY for all reasonable costs incurred in conducting the audit at a location other than in CITY, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. SERVICE PROVIDER shall include a copy of this Section in all contracts with its subcontractors, and SERVICE PROVIDER shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or CITY.

33. ADVERTISING AND PUBLICITY

34. NONDISCRIMINATORY EMPLOYMENT.

35. FORCE MAJEURE.

36. GOVERNING LAW.

The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.

37. SEVERABILITY.
93 Agreement No. 32500005

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38. INTEGRATED AGREEMENT.

39. NO THIRD-PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.

40. AUTHORITY TO EXECUTE.

41. EXECUTION – COUNTERPARTS.

42. INCONSISTENT OR CONFLICTING TERMS.

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imposing additional obligations on the CITY are not binding upon the CITY’s Designated Representative unless specifically agreed to in writing, and initiated by CITY’s Designated Representative, as to each additional contractual term or condition.

43. ACKNOWLEDGEMENT.

[Signatures on next page]

95 Agreement No. 32500005

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In witness whereof, the Parties have entered into this Agreement effective on the date as written in section 3 and upon signature of all Parties.

CITY OF OXNARD PENCCO INC., DBA TEXAS PENCCO INC.

☐John C. Zaragoza, Mayor1 Date R. L. Horne, CEO Date ☐Jennifer Yates, 2
Purchasing Manager

Sarah Duffy, Bid Secretary 3 Date

ATTEST:

Rose Chaparro, CITY Clerk Date
(only if Mayor signs)

APPROVED AS TO FORM:

Stephen M. Fischer, CITY Date
Attorney (always required)

96 Agreement No. 32500005

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EXHIBIT A

TRADE SERVICE AGREEMENT
(CITY of Oxnard and PENCCO INC. DBA TEXAS PENCCO INC.)

SCOPE OF SERVICES

CITY PROJECT MANAGER: Roberto Fuentes / (805) 797-7013 / [email protected]

SUPPLIER SPECIFICATIONS & GENERAL REQUIREMENTS

Page 18 of 32 ends

iv. Failure of Supplier to wear proper PPE while making chemical transfers. Supplier is to provide their staff with all required PPE.
h. Pay Quantity of Bulk Product Delivered: Shall be determined by weighing the tank trailer before and after filling at Supplier’s plant on a certified truck scale. Copies of weight master’s certificates shall be provided with delivery.
i. Other: Agency may require Supplier to furnish an affidavit stating product complies fully with this specification, a certified analysis of the product delivered, and/or the preventative maintenance schedule of delivery truck’s unloading compressor. j. Deliveries to the following locations as required:
● City of Oxnard Wastewater Treatment Plant, 6001 Perkins Road, Oxnard, CA ● City of Oxnard Wastewater Treatment Plant Headworks Facility, 5741 Perkins Road, Oxnard, CA
● City of Oxnard Lift Station 6, 4781 W. Wooley Road, Oxnard, CA ● City of Oxnard Advanced Water Purification Facility, 5700 Perkins Road, Oxnard CA, ● City of Oxnard Water Campus, 251 South Hayes Avenue, Oxnard, CA ● City of Oxnard Blending Station No. 3, 1700 Solar Drive Oxnard, CA

2.0 Quantity
Exact quantities may vary from the estimates given, and may be increased or decreased to meet the agency's requirements. No minimum is guaranteed.

3.0 Invoicing
A separate invoice shall be provided for each delivery during contract period.

4.0 Specification
Supplier shall bring apparent error or omissions to City’s attention

5.0 Chemical Specification for the following locations:

a) Ferric Chloride: Estimated annual quantity is 312,000 gallons. Solutions should be approximately 40-46% by weight suitable for water treatment.

Appearance: Clear greenish liquid Odor: Faint hydrochloric acid odor Odor Threshold: pH: <2 Melting Point/Freezing Point: N/A Initial Boiling 98 Agreement No. 32500005

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Point/Range: 104° C (219° F) Flash Point: N/A Evaporation Rate (BuAc=1):

N/A Flammability: N/A Lower/Upper Explosive Limit: N/A Vapor Pressure (mmHg): N/A Vapor Density (Air=1): N/A Specific Gravity @ 20o C: 1.18-

1.42 Solubility in Water: Soluble Decomposition Temperature: N/A Density at 25o C (77o F): 9.8-11.8 lbs/gal % Volatiles: N/A Molecular Weight: 126.75 g/mol VOC: N/A

99 Agreement No. 32500005

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EXHIBIT B

TRADE SERVICE AGREEMENT
(CITY of Oxnard and PENCCO INC. DBA TEXAS PENCCO INC.)

SCHEDULE OF COMPENSATION

Oxnard Wastewater Treatment Plant
Chemical
Approximate
Annual Qty
(gallons)
Average # of
deliveries
Average
delivery load
(gallons)
Unit Price
per gallon
Ferric Chloride 40-46% 312,000 6.5x per month 4,000 $2.57

9.25% CA Sales Tax $0.24
Total $2.81

Lift Station #6
Chemical
Approximate
Annual Qty
(gallons)
Average # of
deliveries
Average
delivery load
(gallons)
Unit Price
per gallon
Ferrous Chloride 32% 120,000 2.5x per month 4,000 $2.14

9.25% CA Sales Tax $0.20
Total $2.34

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EXHIBIT C

TRADE SERVICES AGREEMENT
(CITY of Oxnard and PENCCO INC. DBA TEXAS PENCCO INC.)

INSURANCE REQUIREMENTS

[See next pages]

101
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INSURANCE REQUIREMENTS FOR VENDORS
(WHO DELIVER, INSTALL OR MAINTAIN PRODUCTS)

4/24

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INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS

Certificates of Insurance

Endorsement Forms

INS-I.doc

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SAMPL

ACORD CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY)

PRODUCER

CODE SUB-CODE COMPANIES AFFORDING INSURANCE COVERAGE INSURED COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE COMPANY

TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY)

POLICY EXPIRATION DATE (MM/DD/YY)
LIMITS

GENERAL LIABILITY [x] COMMERCIAL GENERAL LIABILITY [x] CLAIMS MADE [x] OCCUR. [x] OWNER'S & CONTRACTOR'S PROT.

GENERAL AGGREGATE $1,000,000
PRODUCTS COMP/OP AGG. $1,000,000
PERSONAL & ADV. INJURY $1,000,000
EACH OCCURRENCE $1,000,000
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

AUTOMOBILE LIABILITY [x] ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS GARAGE LIABILITY

COMBINED SINGLE $1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

EXCESS LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM

EACH OCCURRENCE $
AGGREGATE $

WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY

STATUTORY LIMITS
EACH ACCIDENT $1,000,000
DISEASE-POLICY LIMIT $1,000,000
DISEASE-EACH EMPLOYEE $1,000,000

OTHER

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS

CERTIFICATE HOLDER
CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

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Agreement No. 32500005

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GENERAL LIABILITY SPECIAL ENDORSEMENT FOR THE CITY OF OXNARD (the “City”) SUBMIT IN DUPLICATE ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER POLICY INFORMATION:

NAMED INSURED

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE GENERAL LIABILITY
 COMMERCIAL GENERAL LIABILITY
 COMPREHENSIVE GENERAL LIABILITY
 OWNERS & CONTRACTORS PROTECTIVE

 Claims Made
Retroactive Date
 Occurrence

OTHER PROVISIONS

COVERAGES
LIABILITY LIMITS IN THOUSANDS $ EACH OCCURRENCE AGGREGATE  GENERAL
 PRODUCTS/COMPLETED OPERATIONS
 PERSONAL & ADVERTISING INJURY
 FIRE DAMAGE



Underwriter=s representative for claims pursuant to this insurance.

CLAIMS:

Name:

Address:

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER
CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

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AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO. ISSUE DATE (MM/DD/YY)
PRODUCER POLICY INFORMATION:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE OTHER PROVISIONS
 COMMERCIAL AUTO POLICY
 BUSINESS AUTO POLICY
 OTHER
LIMIT OF LIABILITY CLAIMS: Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )

$ per accident, for bodily injury and property damage.

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
 Broker/Agent  Underwriter 

I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed
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Agreement No. 32500005

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EXHIBIT D

TRADE SERVICES AGREEMENT
(CITY of Oxnard and PENCCO INC. DBA TEXAS PENCCO INC.)

LIVING WAGE POLICY

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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2023

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EXHIBIT E

TRADE SERVICES AGREEMENT
(CITY of Oxnard and PENCCO INC. DBA TEXAS PENCCO INC.)

PREVAILING WAGE

3. SERVICE PROVIDER is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).

Page 30 of 32 ends

PROVIDER and each of its subcontractors shall submit to CITY a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. SERVICE PROVIDER acknowledges that 8 hours labor constitutes a legal day’s work. SERVICE PROVIDER shall comply with and be bound by Labor Code Section 1810.

11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.

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EXHIBIT F

TRADE SERVICES AGREEMENT
(CITY of Oxnard and PENCCO INC. DBA TEXAS PENCCO INC.)

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of

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Agreement No. 32500008

TRADE SERVICE AGREEMENT

BETWEEN

THE CITY OF OXNARD AND KING LEE CHEMICAL COMPANY DBA

KING LEE TECHNOLOGIES
By This Trade Services Agreement (“Agreement”), the CITY of Oxnard (“CITY”) agrees to engage the services of King Lee Chemical Company DBA King Lee Technologies (“SERVICE PROVIDER”), and SERVICE PROVIDER agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and SERVICE PROVIDER may be individually referred to as “Party” or collectively as the “Parties.”

1. S
UMMARY DESCRIPTION OF SERVICES.

T
his Agreement is for supply and delivery of antiscalant to the Water Treatment Campus, Blending Station No 3, and the Advanced Water Purification Facility.

2. P
ARTIES.

C
ITY OF Oxnard (“CITY”), a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030 K
ing Lee Chemical Company DBA King Lee Technologies (“SERVICE PROVIDER”), a corporation of the State of California, located at 8949 Kenamar Drive Suite 107, San Diego CA 92121

3. T
ERM OF AGREEMENT: From (Date): 7/1/24To (Date): 6/30/25 3 .1 Time is of the essence in this Agreement.

3.2 The CITY shall have the option for (4) four consecutive (1) one- year extensions, in accordance with the scope of work and general terms and conditions of the Trade Services Agreement. Any price increases or decreases shall be negotiated at time of contract extension.
3 .3 Any Optional Extension (initial term, plus any option to extend) shall not exceed a total of five (5) years. The CITY in its sole discretion may exercise the optional extension upon 60 days written notice to the SERVICE PROVIDER in accordance with Section 11 of this Agreement. SERVICE PROVIDER shall issue its written consent to the CITY’s exercise of the option extension within 10 days of receipt of notice from the CITY. All Notices shall comply with S ection 20 of this Agreement.
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3.4 All services required of SERVICE PROVIDER under this Agreement shall be completed on or before the end of the term of the Agreement.

4. A GREEMENT AMOUNT NOT TO EXCEED: $ 1,900,000.

6. DESIGNATED REPRESENTATIVES.

CITY Designated Representative: SERVICE PROVIDER Designated Representative:

Name: Omar Castro Name: Rick May
Title: Water Division Manager Title: Director of Sales Phone: 805-385-8139 Phone: 858-693-4062 Email: [email protected] Email: [email protected] Mailing Address (if differs from above): Mailing Address (if differs from above):

7. CONTRACTUAL PREREQUISITES.

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7.3. All proof of business license, insurance, and W -9 forms is required prior to execution of this Agreement.

7.4 SERVICE PROVIDER shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.

8. SERVICE PROVIDER'S SERVICES.

9. COMPENSATION.

10. PAYMENT & INVOICES.

11. OPTION TO EXTEND AGREEMENT.

When in the CITY’s best interest, this Agreement may only be extended, if the City in its discretion exercises the option to extend pursuant to Section 3.2 and 3.3 of the Agreement. The initial term, plus any option to extend, shall not exceed a total of five (5) years. If no option to extend the A greement appears in section 3.2, then this Agreement shall not be extended.

12. MODIFICATION OF AGREEMENT.

13. TERMINATION OF AGREEMENT.

14. INDEPENDENT CONTRACTOR

SERVICE PROVIDER and its employees , subcontractors, and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent. SERVICE PROVIDER and its employees are not employees of City.

SERVICE PROVIDER and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long- term disability and workers’ compensation insurance benefits. SERVICE PROVIDER shall not, at any time or in any manner, represent that it or any of its agents, subcontractors, or employees are in any manner agents, subcontractors, or employees of City.

15. LAWFUL PERFORMANCE.

SERVICE PROVIDER sh all abide by all Federal, State, and Local Laws and Regulations as may be related to the performance of duties under this Agreement. 5 of 33
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SERVICE PROVIDER, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

16. SAFETY REQUIREMENTS.

17. OWNERSHIP OF SERVICE PROVIDER’S WORK PRODUCT,
CONFIDENTIALITY & DISCLOSURE.

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17.3. Ownership – Generally. All inventions, discoveries, enhancements, changes, or improvements of computer programs developed pursuant to this Agreement shall be the property of the CITY, and all patents or copyrights shall be assigned to the CITY, unless otherwise agreed. SERVIC E PROVIDER agrees that CITY may make modifications to computer software furnished by SERVICE PROVIDER without infringing SERVICE PROVIDER’s copyright or any license granted to CITY, unless otherwise agreed.

17.5. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in the City’s possession or control under oblig ations of confidentiality. SERVICE PROVIDER may be granted access to information that is exempt from disclosure to the public (Government Code Section 7920.505) and may contain “trade secrets” (see Government Code Section 7924.510(f)) when it is necessary for SERVICE PROVIDER to perform its obligations pursuant to this Agreement. If SERVICE PROVIDER is granted such access to confidential information, SERVICE PROVIDER shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.

18. ASSIGNMENT.

SERVICE PROVIDER's services pursuant to this Agreement shall be pr ovided by the SERVICE PROVIDER’s Designated Representative or directly under his/her supervision, 7 of 33
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and SERVICE PROVIDER shall not assign another to supervise the SERVICE PROVIDER's performance of this Agreement without the prior written approval of CITY, by and through the CITY’s Designated Representative.

19. NOTICE OF BREACH AND OPPORTUNITY TO CURE.

Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party.

The Party charged with breach will have fifteen (15) calendar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non- breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 20.

20. NOTICES.

All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first -class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 6. When addressed in accordance with this Section, such notice 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. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

21. COVENANTS AND CONDITIONS.

Each term and each provision of this Agreement to be performed by SERVICE PROVIDER shall be construed to be both a covenant and a condition.

22. WAIVER.

23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.

23.1 As a separate and independent covenant from SERVICE PROVIDER’s obligations under this section, SERVICE PROVIDER shall to the fullest extent permitted by law, immediately defend, indemnify, and hold harmless CITY, its 8 of 33
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legislative and advisory bodies, and the CITY’s officials, directors, officers, employees, and agents (the “Indemnitees”) from and against all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with SERVICE PROVIDER’s performance of this Agreemen t or SERVICE PROVIDER’s failure to comply with any of its obligations contained in this Agreement. Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. SERVICE PROVIDER’s obligation to indemnify applies unless it is adjudicated that any of the liabilities covered by this Section are the result of the sole active negligence or sole willful misconduct of any of the Indemnitees.

23.2 The duty to defend is a separate and distinct obligation from SERVICE PROVIDER’s duty to indemnify . SERVICE PROVIDER shall be obligated to defend in all legal, equitable, administrative, or special proceedings, with counsel approved by the CITY Attorney, immediately upon tender to SERVICE PROVIDER of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination of negligence or willful misconduct by any of the Indemnitees shall not relieve SERVICE PROVIDER from its separate and distinct obligation to defend the Indemnitees. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes the obligation to provide independent defense counsel if SERVICE PROVIDER asserts that liability is caused in whole or in part by the negligence or willful misconduct of the Indemnitees. If it is finally adjudicated that liability was caused by the sole active negligence or sole willful misconduct of any of the Indemnitees, SERVICE PROVIDER may submit a claim to CITY for reimbursement of reasonable attorneys’ fees and defense costs.

23.3 The review, acceptance or approval of SERVICE PROVIDER’s work or work product by any of the Indemnitees shall not affect, relieve or reduce SERVICE PROVIDER’s indemnification or defense obligations . SERVICE PROVIDER waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by SERVICE PROVIDER pursuant to this Agreement. The provisions of this Section shall not be restricted by and do not affect the provisions of this Agreement relating to Section 24. The SERVICE PROVIDER’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

23.4 SERVICE PROVIDER agrees to pay all required taxes on amounts paid to SERVICE PROVIDER under this Agreement, and to indemnify and hold CITY harmless from any and all taxes, assessments, penalties, and interest asserted against CITY by reason of the independent contractor relationship created by this Agreement. SERVICE PROVIDER shall be solely responsible for, and shall save CITY harmless from, all matters relating to the payment of SERVICE PROVIDER’s 9 of 33
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subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State income tax withholding, and all other regulations governing employer - employee relations, as applicable. CITY shall have the right to offset against the amount of any compensation due to SERVICE PROVIDER under this Agreement any amount due to CITY from SERVICE PROVIDER as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

24. INSURANCE.

SERVICE PROVIDER shall obtain and maintain during the performance of any services under this Agreement the insurance coverages listed within “Exhibit C”, which is attached hereto and incorporated herein by this reference, unless the Risk Ma nager waives, in writing, the requirement that SERVICE PROVIDER obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to the Risk Manager. SERVICE PROVIDER shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”. Maintenance of insurance coverages by SERVICE PROVIDER is a material element of this Agreement. SERVICE PROVIDER’S failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.

25. LIVING WAGE REQUIREMENTS.

26. PREVAILING WAGE REQUIREMENTS.

26.1. Application. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty -five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work.

Prevailing wages are required to be paid to all workers, including subcontracted employees.

26.2. Compliance with California Department of Industrial Relations (DIR).

To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
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https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html

26.4. Use of Prevailing Wages vs. Li ving Wages. In the event that there is a difference between the amount of wages to be paid under the CITY of Oxnard’s local Living Wage requirements and the requirements of this provision, the wage rate that is the higher of the two shall be applicable to this Agreement. The duty to pay the correct wage is the responsibility of the SERVICE PROVIDER.

27. CONFLICT OF INTEREST

28. IRAN CONTRACTING ACT

29. SUBCONTRACTING.

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If CONSULTANT requires the assistance of a subcontractor to render any services under this agreement, Consultant shall obtain prior written consent from the City before a subcontractor performs any service pursuant to this Agreement. All subcontractors shall be identified in the scope of work attached to this Agreement as Exhibit A. CONSULTANT is fully responsible for satisfactory completion of all its subcontractors’ work. All subcontractors shall be properly licensed and insured; and bonded, if applicable.

30. DISPUTES.

31. DISPUTE RESOLUTION.

32. AUDIT.

CITY shall have the option of inspecting, auditing and/or reproducing all records and other written materials: used by SERVICE PROVIDER in preparing its billings to CITY as a condition precedent to any payment to SERVICE PROVIDER; or for other purposes relating to the Agreement. SERVICE PROVIDER will promptly furnish all documents requested by CITY. Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit SERVICE PROVIDER for a period of 3 years after final 12 of 33
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payment under the Agreement. Regardless of whether a State audit is permitted, SERVICE PROVIDER shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by CITY, whichever occurs later. SERVICE PROVIDER shall maintain all such records in CITY or to promptly reimburse CITY for all reasonable costs incurred in conducting the audit at a location other than in CITY, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. SERVICE PROVIDER shall include a copy of this Section in all contracts with its subcontractors, and SERVICE PROVIDER shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or CITY.

33. ADVERTISING AND PUBLICITY

34. NONDISCRIMINATORY EMPLOYMENT.

SERVICE PROVIDER shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expr ession, sex, sexual orientation, age, immigration status, citizenship or military and veteran status.

35. FORCE MAJEURE.

36. GOVERNING LAW.

The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.
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37. SEVERABILITY.

38. INTEGRATED AGREEMENT.

39. NO THIRD-PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.

40. AUTHORITY TO EXECUTE.

41. EXECUTION – COUNTERPARTS.

42. INCONSISTENT OR CONFLICTING TERMS.

In the event of any contradictions or inconsistencies between any attached documents or exhibits incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control. Any exhibit that is attached 14 of 33
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and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the CITY are not binding upon the CITY’s Designated Representative unless specifically agreed to in writing, and initiated by CITY’s Designated Representative, as to each additional contractual term or condition.

43. ACKNOWLEDGEMENT.

[Signatures on next page]

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In witness whereof, the Parties have entered into this Agreement effective on the date as written in section 3 and upon signature of all Parties.

CITY OF OXNARD KING LEE CHEMICAL COMPANY

DBA KING LEE TECHNOLOGIES

☐John C. Zaragoza, Mayor1 Date Craig Netwig, President Date ☐Jennifer Yates, 2
Purchasing Manager

Debra Barkley, Secretary3 Date

ATTEST:

Rose Chaparro, CITY Clerk Date
(only if Mayor signs)

APPROVED AS TO FORM:

Stephen M. Fischer, CITY Date
Attorney (always required)

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EXHIBIT A

TRADE SERVICE AGREEMENT
(CITY of Oxnard and King Lee Chemical Company DBA King Lee Technologies)

SCOPE OF SERVICES

City Project Managers:

Water Campus and Blending Station No. 3: Chris Peyton 805-385-8111 [email protected] Advanced Water Purification Facility: Mike Love 805-385-8342 [email protected]

SUPPLIER SPECIFICATIONS & GENERAL REQUIREMENTS

1.0 Delivery
a. Timing: Product shall be delivered within 48 hours of agency request. All deliveries shall be made Monday through Friday between 8:00 a.m. and 4:00 p.m. b. Delivery vehicles: Shall be in good condition and operated by Supplier. Truck tractors and tank trailers shall be pneumatic-tired; conform to all applicable State and Federal regulations; and be fully equipped and maintained to safely transport and deliver specified chemical products. Tank trailers shall be specially designed to prevent leakage and resist rupture in the event of a collision, and carry all equipment necessary to respond to an accidental chemical release. Tanker shall be clearly identified and visible with company name. c. Delivery Driver: Shall be trained and experienced in handling specified chemical products, and be specifically trained to stop chemical flow in the event of an emergency. Supplier shall provide evidence of such training and experience upon request. d. Posted Speed Limits: Shall be observed at all times while driving on City property. Supplier shall be completely liable for any damage to property or personnel. e. Delivery Equipment: Shall include an appropriate compression unit and piping to permit safe transfer of the specified chemical product to stationary bulk containers. Hoses, fittings and appurtenant equipment shall be provided by Supplier and be free of leaks. f. Unloading: Unloading shall be done in accordance with the following:
i. Shall be done in a safe manner by delivery driver in the presence of a plant operator. ii. Appropriate personal protective equipment (PPE) clothing shall be worn, and industry safety practices and procedures followed explicitly at all times. iii. Delivery driver must present chemical manifest
iv. Deliver driver may be required to capture a sample of the product from the delivery tank in order for a plant operator to do a visual inspection. v. Delivery driver to be able to provide proof of tank and hose inspections prior to delivery demonstrate that all components are in proper working order. g. Refusal of Delivery: City may refuse delivery of product at no penalty to the City if:
i. Product does not match the specific gravity.
ii. If there is debris in the sample from the delivery truck. 17 of 33
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iii. Supplier is non compliant with industry standard safety practices and procedures. iv. Failure of Supplier to wear proper PPE while making chemical transfers. Supplier is to provide their staff with all required PPE.
h. Pay Quantity of Bulk Product Delivered: Shall be determined by weighing the tank trailer before and after filling at Supplier’s plant on a certified truck scale. Copies of weight master’s certificates shall be provided with delivery.
i. Other: Agency may require Supplier to furnish an affidavit stating product complies fully with this specification, a certified analysis of the product delivered, and/or the preventative maintenance schedule of delivery truck’s unloading compressor. j. Deliveries to the following locations as required:
● City of Oxnard Wastewater Treatment Plant, 6001 Perkins Road, Oxnard, CA ● City of Oxnard Wastewater Treatment Plant Headworks Facility, 5741 Perkins Road, Oxnard, CA
● City of Oxnard Lift Station 6, 4781 W. Wooley Road, Oxnard, CA ● City of Oxnard Advanced Water Purification Facility, 5700 Perkins Road, Oxnard CA, ● City of Oxnard Water Campus, 251 South Hayes Avenue, Oxnard, CA ● City of Oxnard Blending Station No. 3, 1700 Solar Drive Oxnard, CA

2.0 Quantity
Exact quantities may vary from the estimates given, and may be increased or decreased to meet the agency's requirements. No minimum is guaranteed.

3.0 Invoicing
A separate invoice shall be provided for each delivery during contract period.

4.0 Specification
Supplier shall bring apparent error or omissions to City’s attention

5.0 Chemical Specification for the following locations:

Water Campus located at 251 South Hayes Avenue
Blending Station No. 3, located at 1700 Solar Drive, Oxnard, California 93030

a) Aqueous Ammonia 19%: Estimated annual quantity is 9,600 gallons. Solution should be approximately 19% (NH4OH) by weight available, suitable for potable water treatment (NSF approved).
b) Sodium Hypochlorite (Bleach) 12.5%: Estimated annual quantity is 50,000 gallons. Solution should be approximately 12.5% by weight (NaOCl), suitable for potable water treatment (NSF approved).
c) Antiscalant: Estimated Annual quantity is 5,200 gallons. The antiscalant must be effective and specially formulated for feed water with the highest levels of metal oxides, silica, and scale-forming minerals. The antiscalant must be effective over a wide range of concentrations, and will not flocculate dissolved 18 of 33
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polymers such as residual coagulants or iron or aluminum-rich silica. The antiscalant must inhibit the polymerizations of reactive silica, and disperse colloidal (non-reactive) silica.
d) Sodium Hydroxide (Caustic Soda) 25%: Estimated annual quantity is 79,000 gallons.

Solution should be approximately 25% (NaOH), suitable for potable water treatment (NSF approved).

Advanced Water Purification Facility, located at 5700 Perkins Road, Oxnard, CA 93033.

a) Citric Acid 50%: Estimated annual quantity is 22,000 gallons. The citric acid shall be commercial grade, and shall comply with ANSI/AWWA Standard B301- 99, or its latest revision or addenda. Delivery by bulk tank
b) Hydrogen Peroxide 35%: Estimated annual quantity is 40,000 gallons. Solution shall be suitable for water treatment. Product shall be NSF approved for drinking water applications and meet NSF/ANSI Standard 60 Drinking Water Additives – Health Effects. Delivery by bulk tank.
c) Sodium Bisulfite 38%: Estimated annual quantity is 25,000 gallons. Solution shall meet a molecular weight of 104.06, density of g/ml (60° F) - 1.17-1.20, pH of 4.5-5.5, and technical grade solution that shall be suitable for water treatment. Delivery by bulk tank. d) Sodium Hydroxide 25%: Estimated annual quantity is 15,000 gallons. Solution shall be suitable for water treatment. Sodium hydroxide shall comply with ANSI/AWWA Standard B501-98 or most current standard. Delivery by bulk tank. e) Sodium Hypochlorite 12.5%: Estimated annual quantity is 65,000 gallons. Solution should be approximately 12.5wt% available NaOCl, suitable for water treatment. Delivery by bulk tank.
f) Sulfuric Acid 98%: Estimated annual quantity is 124,000 gallons. Sulfuric acid shall meet the specifications of the American National Standards Institute/National Sanitation Foundation Standard 60 (ANSI/NSF Standard 60) Drinking Water Treatment Chemicals – Health Effects. Delivery by bulk tank.
g) Antiscalant: Estimated annual quantity 20,000 gallons. Product must meet ANSI/NSF Standard 60 for production of drinking water with RO. Antiscalant shall control all scale, reactive silica, iron, and aluminum without acidification. Antiscalant shall contain no polymers or other components that may deposit on the membrane surface. Recovery range is 75% to 85%. Delivery by mini-bulk tank.
h) Liquid Lime: Estimated annual quantity 140,000 gallons. Product must meet ANSI/NSF Standard 60 for production of drinking water with RO.

Wastewater Treatment Plant, located at 6001 Perkins Road, Oxnard, California 93033 19 of 33
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Headworks Facility, located at 5741 Perkins Road, Oxnard, California 93033 Lift Station 6, located at 4781 W. Wooley Road, Oxnard, California 93035

a) Ferric Chloride: Estimated annual quantity is 312,000 gallons. Solutions should be approximately 40-46% by weight suitable for water treatment.

Hydrochloric Acid (HCl) content less than 0.5%. Heavy metal contents less than 200 ppm; Cadmium, chromium (total), cobalt, copper, lead, mercury, silver and zinc. Total metals not to exceed 1,000 ppm. Specific gravity 1.423 at 20˚ F; 1.501 at 4˚C (40-46% by weight). Delivery by bulk tank. b) Sodium Bisulfite 25%: Estimated annual quantity is 27,600 gallons. Solution shall meet a molecular weight of 104.06, density of g/ml (60˚ F) – 1.17-1.20, pH of 4.5-5.5, and technical grade of solutions that shall be suitable for water treatment. Delivery by bulk tank.
c) Sodium Hydroxide 25%: Estimated annual quantity is 24,000 gallons. Sodium hydroxide shall comply with ANSI/AWWA Standard B501-98 or most current standard. Delivery by mini-bulk tank.
d) Sodium Hypochlorite 12.5%: Estimated annual quantity is 240,000 gallons.

Solution should be approximately 12.5 wt% available NaOCl, suitable for water treatment. Delivery by bulk tank.
e) Ferrous Chloride 32%: Estimated annual quantity 120,000 gallons.

Appearance: Clear greenish liquid Odor: Faint hydrochloric acid odor Odor Threshold: pH: <2 Melting Point/Freezing Point: N/A Initial Boiling Point/Range: 104° C (219° F) Flash Point: N/A Evaporation Rate (BuAc=1):

N/A Flammability: N/A Lower/Upper Explosive Limit: N/A Vapor Pressure (mmHg): N/A Vapor Density (Air=1): N/A Specific Gravity @ 20o C: 1.18-

1.42 Solubility in Water: Soluble Decomposition Temperature: N/A Density at 25o C (77o F): 9.8-11.8 lbs/gal % Volatiles: N/A Molecular Weight: 126.75 g/mol VOC: N/A

EXHIBIT B

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TRADE SERVICE AGREEMENT
(CITY of Oxnard and King Lee Chemical Company DBA King Lee Technologies)

SCHEDULE OF COMPENSATION

Water Campus & Blending Station No. 3
Chemical
Approximate
Annual Qty
(gallons)
Average # of
deliveries
Average
delivery load
(gallons)
Unit Price
per gallon
Antiscalant ("Pretreat Plus -0400
or equal) 5,200 2-4x per year 1,000 $11.98

Advanced Water Purification Facility (AWPF)
Chemical
Approximate
Annual Qty
(gallons)
Average # of
deliveries
Average
delivery load
(gallons)
Unit Price
per gallon
Antiscalant ("Pretreat Plus -0400
or equal) 20,000 7x per year 3,000 $11.98

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EXHIBIT C

TRADE SERVICES AGREEMENT
(CITY of Oxnard and King Lee Chemical Company DBA King Lee Technologies)

INSURANCE REQUIREMENTS

[See next pages]

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INSURANCE REQUIREMENTS FOR VENDORS
(WHO DELIVER, INSTALL OR MAINTAIN PRODUCTS)

4/24

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INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS

Certificates of Insurance

The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance. You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start- up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

Endorsement Forms

Original endorsements are required for commercial general liability and business automobile liability ins urance policies and must be attached to the applicable certificate of insurance. City preference is that you use the endorsement forms which are attached. Substitute forms will be accepted, however, as long as they include provisions comparable to the attached.

INS-I.doc

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SAMPL

ACORD CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY)

PRODUCER

CODE SUB-CODE

COMPANIES AFFORDING INSURANCE COVERAGE

INSURED

COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE

COMPANY

LETTER B

COVERAGES

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY

REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

CO
LTR

TYPE OF INSURANCE

POLICY NUMBER

POLICY EFFECTIVE

DATE (MM/DD/YY)

POLICY EXPIRATION

DATE (MM/DD/YY)

LIMITS

GENERAL LIABILITY
[x] COMMERCIAL GENERAL LIABILITY
[x] CLAIMS MADE [x] OCCUR.
[x] OWNER'S & CONTRACTOR'S PROT.

GENERAL AGGREGATE $1,000,000
PRODUCTS COMP/OP AGG. $1,000,000
PERSONAL & ADV. INJURY $1,000,000
EACH OCCURRENCE $1,000,000
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

GARAGE LIABILITY

COMBINED SINGLE $1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA FORM

EACH OCCURRENCE $
AGGREGATE $

WORKERS' COMPENSATION
AND

EMPLOYERS' LIABILITY

STATUTORY LIMITS
EACH ACCIDENT $1,000,000
DISEASE-POLICY LIMIT $1,000,000
DISEASE-EACH EMPLOYEE $1,000,000

OTHER

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS

CERTIFICATE HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER

NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.

AUTHORIZED REPRESENTATIVE

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GENERAL LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER

POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE Included in Limits
In Addition to Limits
Telephone:

Deductible Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage. Per Occurrence Per Claim (which)

NAMED INSURED

APPLICABILITY This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

GENERAL LIABILITY
COMMERCIAL GENERAL LIABILITY
COMPREHENSIVE GENERAL LIABILITY
OWNERS & CONTRACTORS PROTECTIVE

Claims Made
Retroactive Date
Occurrence

OTHER PROVISIONS

COVERAGES

LIABILITY LIMITS IN THOUSANDS $
EACH

OCCURRENCE

AGGREGATE

GENERAL
PRODUCTS/COMPLETED OPERATIONS
PERSONAL & ADVERTISING INJURY
FIRE DAMAGE

Underwriter=s representative for claims pursuant to this insurance.

CLAIMS:

Name:

Address:

Telephone: ( )

In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsemen t is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:

INSURED. The City, its officers, agents, employees and volunteers are included as insureds with regard to liability and defense of sui ts arising from the operations, products and activities performed by or on behalf of the named insured.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:

Insurance Services Office Commercial General Liability Coverage, “occurrence” form CG0001; or If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter

I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed

SUBMIT IN DUPLICATE
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AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)
ENDORSEMENT NO.

ISSUE DATE
(MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE Included in Limits
In Addition to Limits
Telephone: Deductible Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage. Per Occurrence Per Claim (which) NAMED INSURED

APPLICABILITY. This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE OTHER PROVISIONS
COMMERCIAL AUTO POLICY
BUSINESS AUTO POLICY
OTHER
LIMIT OF LIABILITY CLAIMS: Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )

$ per accident, for bodily injury and property damage.

PROVISIONS REGARDING THE INSURED’S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warrant ies shall not affect coverage provided to the City, its officers, agents, employees or volunteers.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:

Insurance Services Office Automobile Liability Coverage, “occurrence” form CA0001, code ("any auto"); or If excess, affords coverage which is at least as broad as the primary insurance form referenced in the preceding section (1).

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter

I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed

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EXHIBIT D

TRADE SERVICES AGREEMENT
(CITY of Oxnard and King Lee Chemical Company DBA King Lee Technologies)

LIVING WAGE POLICY

A. SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as the Living Wage Policy Exhibit. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $ 18.89 per hour for each hour that such employee provides services under this Agreement. In addition, while this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year.

CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2023
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SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $18.89 per hour for each hour that such employee provides services under this Agreement. This hourly rate shall be adjusted on July 1, 202 4, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, while this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year.

EXHIBIT E

TRADE SERVICES AGREEMENT
(CITY of Oxnard and King Lee Chemical Company DBA King Lee Technologies) 29 of 33
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PREVAILING WAGE

3. SERVICE PROVIDER is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).

7. SERVICE PROVIDER may not be debarred or suspended throughout the Agreement Term pursuant to Labor Code Section 1777.1 or 1777.7. If he, she or it 30 of 33
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becomes debarred or suspended in the Agreement Term, SERVICE PROVIDER must immediately notify CITY.

9. SERVICE PROVIDER acknowledges that 8 hours labor constitutes a legal day’s work. SERVICE PROVIDER shall comply with and be bound by Labor Code Section 1810.

11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.

13. To the maximum extent, SERVICE PROVIDER shall hold harmless, defend (with counsel approved by the City Attorney) and indemnify CITY, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Service Provider, its subcontractors, and each of their officials, officers, employees and agents) in 31 of 33
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connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all attorneys’ fees and other related costs. All duties of SERVICE PROVIDER under this Section shall survive Agreement termination.

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EXHIBIT F

TRADE SERVICES AGREEMENT
(CITY of Oxnard and King Lee Chemical Company DBA King Lee Technologies)

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of

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TRADE SERVICE AGREEMENT

BETWEEN

THE CITY OF OXNARD AND MILES CHEMICAL COMPANY DBA

AQUAPULSE CHEMICALS LLC

By This Trade Services Agreement (“Agreement”), the CITY of Oxnard (“CITY”) agrees to engage the services of Aquapulse Chemicals LLC (“SERVICE PROVIDER”), and SERVICE PROVIDER agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and SERVICE PROVIDER may be individually referred to as “Party” or collectively as the “Parties.”

1. SUMMARY DESCRIPTION OF SERVICES.

This Agreement is for supply and delivery of Hydrogen Peroxide 35% at the Advanced Water Purification Facility.

2. PARTIES.

CITY OF Oxnard (“CITY”), a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030

Miles Chemicals Company DBA Aquapulse Chemicals LLC (“SERVICE PROVIDER”), a corporation/LLC/LLP of the State of California, located at 1230 E 5
th Street Oxnard CA 93030

3. TERM OF AGREEMENT: From (Date): 7/1/24To (Date): 6/30/25

3.1 Time is of the essence in this Agreement.

4. AGREEMENT AMOUNT NOT TO EXCEED: $900,000.

5. AGREEMENT EXHIBITS: The following documents memorialized below are the only exhibits to this agr eement and are incorporated by reference as though fully set forth herein. In the event of a conflict between the Exhibits and this Agreement, the Agreement controls.

Exhibit A: Scope of Services
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-I Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage Policy

6. D
ESIGNATED REPRESENTATIVES.

T
he Designated Representatives listed below shall be authorized to act on behalf of the named Party, be responsible for negotiations and contractual matters, and coordinate with each other to perform the services under this Agreement. Additionally, SERVICE PROVIDER’s se rvices shall be performed or immediately supervised by the SERVICE PROVIDER’s Representative:

C
ITY Designated Representative: SERVICE PROVIDER Designated Representative:

Name: Omar Castro Name: Marc Capiral
Title: Water Division Manager Title: Operations Manager Phone: 805-385-8139 Phone: 818-631-1829
Email: [email protected] Email: [email protected] Mailing Address (if differs from above): Mailing Address (if differs from above):

7. CO
NTRACTUAL PREREQUISITES.

7. 1. This Agreement must first be executed by the SERVICE PROVIDER, after which the Agreement shall be approved as to form by the CITY Attorney, then executed by the Mayor, or an authorized person on behalf of the CITY, and if executed by the Mayor shall also be executed by the CITY Clerk.

7. 2. A request for modification of the terms, prior to execution of the Agreement, must be made in writing and presented to the Designated Representative of the CITY prior to the time this Agreement is executed.
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7. 3. All proof of business license, insurance, and W -9 forms is required prior to execution of this Agreement.
7 .4 SERVICE PROVIDER shall not perform any wo rk under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.
8 . SERVICE PROVIDER'S SERVICES.
8 .1 SERVICE PROVIDER shall perform the tasks, obligations, and services set forth in the “Scope of Services,” attached to and incorporated into this Agreement as “Exhibit A.” Once this Agreement is executed, the Scope of Services may only be modified by written Amendment pursuant to Section 12 of this Agreement. 8 .2 The Services shall be coordinated with the designated City Project Manager set forth in Exhibit A subject to the direction of the City Manager or Department Director. SERVICE PROVIDER hereby designates its Project Manager as set forth in “Exhibit A” as the person responsible for the Services who shall coordinate with City’s Project Manager in executing the scope of services under this Agreement. 9 . COMPENSATION.

C
ITY shall pay SERVICE PROVIDER for the services performed pursuant to the terms of this Agreement in the time and manner set forth in the “Schedule of Compensation,” attached to and incorporated into this Agreement as “Exhibit B.” CITY shall pay SERVICE PROVIDER an amount not to exceed the amount is listed in Section 4 of this Agreement. Once this Agreement is executed, the Schedule of Compensation may only be modified by written Amendment pursuant to Section 12 of this Agreement, and may be subject to approval by the City Council.

9.1 P
rice Adjustments. Unless otherwise stated, prices are maximum for the term of the Contract. Price adjustments, if allowed under this Contract, must be requested in writing and accompanied by the required information to substantiate the request for price adjustment, as set forth in the Contract. Any allowable request for price adjustment must be delivered to the CITY at least 30 days before the adjusted prices become effective. No price adjustment allowable under this Contract will be granted retroactively. The CITY must also be given the benefit of any decline in prices. If any price increase is granted by the CITY, the increase shall not be greater than 3% from the prior year. 1 0. PAYMENT & INVOICES.

Th
e CITY shall pay all undisputed portions of any applicable invoice within thirty (30) days after receipt of an invoice. In the event the CITY disputes one or more items in an invoice, the CITY shall, within thirty (30) days after receipt of such invoice, notify t he 3 of 29
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SERVICE PROVIDER of the item(s) being disputed and the reason(s) therefore. The CITY may withhold payment for such disputed items until resolution of the dispute.

10. 1 Payment Request. SERVICE PROVIDER shall submit a payment request to CITY by the end of each calendar month listing the Services provided, costs of those Services, and total amount due for the month. Invoices may be emailed to:
[email protected].

10. 2 Non-Appropriation of Funds. Payments to be made to SERVICE PROVIDER by CITY for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY does not appropri ate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the conclusion of the last fiscal year in which CITY appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.

10. 3 SERVICE PROVIDER’s acceptance of final payment made pursuant to this Agreement shall constitute a release of CITY from all claims and liabilities for compensation to SERVICE PROVIDER for anything completed, finished or relating to the Services. CITY’s payment shall not constitute nor be deemed a release of the responsibility and liability of SERVICE PROVIDER for the accuracy and competency of the information provided and/or the Services performed hereunder, nor shall such payment be deemed to be an assumption of responsibility or liability by CITY for any defect or error in the Services performed by SERVICE PROVIDER and its employees, agents and Subcontracted service providers.

10. 4 SERVICE PROVIDER shall provi de CITY with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by SERVICE PROVIDER or materials or products provided to CITY by SERVICE PR OVIDER, SERVICE PROVIDER shall pay the sales tax. CITY shall not reimburse SERVICE PROVIDER for sales taxes paid by SERVICE PROVIDER.

11. O
PTION TO EXTEND AGREEMENT.

W
hen in the CITY’s best interest, this Agreement may only be extended, if the City in its discretion exercises the option to extend pursuant to Section 3.2 and 3.3 of the Agreement. The initial term, plus any option to extend, shall not exceed a total of five (5) years. If no option to extend the A greement appears in section 3.2, then this Agreement shall not be extended.

12. M
ODIFICATION OF AGREEMENT.
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This Agreement may be amended, modified, or otherwise altered, or its provisions waived, only upon mutual consent of the Parties by written amendment, and as authorized by the Oxnard Municipal Code, Article IV, Sections 4-59 and 4-60.

13. T
ERMINATION OF AGREEMENT.

C
ITY may terminate this Agreement at any time, with or without cause and without penalty, upon fifteen (15) calendar days’ prior written notice pursuant to Section 20 of this agreement. Such termination shall be effective on the date specified in the notice, or if no date is specified, then fifteen (15) calendar days from the date of the notice. CITY shall be liable to SERVICE PROVIDER only for work done by SERVICE PROVIDER up to and including the date of termination of this Agreement unless the termination is for cause, in which event SERVICE PROVIDER need be compensated only to the extent required by law. SERVICE PROVIDER may terminate this Agreement at any time during the term of the Agreement by giving the CITY sixty (60) calendar days’ written notice.

14. I

NDEPENDENT CONTRACTOR
S
ERVICE PROVIDER is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of SERVICE PROVIDER or any of its employees, except as stated in this Agreement. SERVICE PROVIDER has and shall retain the right to exercise full control over the employment, direction, means of performance, locati on, compensation and discharge of all persons assisting SERVICE PROVIDER. This Agreement shall not be interpreted to prevent or preclude SERVICE PROVIDER from rendering any services for SERVICE PROVIDER’s own account or to any other person or entity as SE RVICE PROVIDER in its sole discretion shall determine; provided, however, that performing such services shall not materially interfere with the Services the SERVICE PROVIDER shall perform for the City. The CITY retains the right to provide general instruct ions to and observe the SERVICE PROVIDER in the performance of all services done on behalf of the CITY.

SER
VICE PROVIDER and its employees , subcontractors, and agents have no authority, express or implied, to act on behalf of City in any capacity, to inc ur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent. SERVICE PROVIDER and its employees are not employees of City.

SERVICE PROVIDER and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long- term disability and workers’ compensation insurance benefits. SERVICE PROVIDER shall not, at any time or in any manner, represent that it or any of its agents, subcontractors, or employees are in any manner agents, subcontractors, or employees of City.

15. L
AWFUL PERFORMANCE.
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S
ERVICE PROVIDER shall abide by all Federal, State, and Local Laws and Regulations as may be related to the performance of duties under this Agreement.

16. SA
FETY REQUIREMENTS.

S
ERVICE PROVIDER shall not perform any services for the CITY when the SERVICE PROVIDER is impaired by alcohol or a controlled substance. When there is reasonable cause to believe that any person has violated this provision, that person shall be immediately removed from the premises and be subject to any applicable civil and/or criminal penalties under the CITY’s Code and/or under state law. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public. The CITY reserves the right to issue restraining or cease and desist orders to SERVICE PROVIDER when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The acceptance of SERVICE PROVIDER's work by CITY shall not operate as a release of the SERVICE PROVIDER from such standard of care and workmanship.

17. O
WNERSHIP OF SERVICE PROVIDER’S WORK PRODUCT,
CONFIDENTIALITY & DISCLOSURE.

C
ITY shall be the owner of any and all technical documents and records, including, computations, plans, correspondence, and/or other pertinent data and information, both hard copy and electronic, gathered or prepared by SERVICE PROVIDER in performance of this Agreement and shall be entitled to immediate possession of the same upon completion of the work under this Agreement, or at any earlier or later time when the same may be requested by CITY.

17. 1. Records and Inspections. The SERVICE PROVIDER shall maintain full and accurate records, with respect to all services and matters covered under this Agreement. The CITY shall have free access at all reasonable times to such records, both hard copy and electronic, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities.

17. 2. Deliverables. SERVICE PROVIDER shall deliver to the CITY the studies, plans, specifications, or other documents as are identified in the Scope of Services; and SERVICE PROVIDER shall, upon completion of all work, submit to the CITY all information developed in the course of the SERVICE PROVIDER's services.

SERVICE PROVIDER shall, in such time and in such form as the CITY may require, furnish reports concerning the status of services required under this Agreement. SERVICE PROVIDER shall, upon request by CITY and upon 6 of 29
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completion or termination of this Agreement, deliver to the CITY all material furnished to SERVICE PROVIDER by the CITY.

17. 3. Ownership – Generally. All inventions, discoveries, enhancements, changes, or improvements of computer programs developed pursuant to thi s Agreement shall be the property of the CITY, and all patents or copyrights shall be assigned to the CITY, unless otherwise agreed. SERVICE PROVIDER agrees that CITY may make modifications to computer software furnished by SERVICE PROVIDER without infringing SERVICE PROVIDER’s copyright or any license granted to CITY, unless otherwise agreed.

17. 4. Ownership of Documents. Every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by the SERVICE PROVIDER pursuant to or in connection with this Agreement shall be the exclusive property of the CITY.

17. 5. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in the City’s possession or control under obligations of confidentiality. SERVICE PROVIDER may be granted access to information that is exempt from disclosure to the public (Government Code Section 7920.505) and may contain “trade secrets” (see Government Code Section 7924.510(f)) when it is necessary for SERVICE PROVIDER to perform its obligations pursuant to this Agreement. If SERVICE PROVIDER is granted such access to confidential information, SERVICE PROVIDER shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.

17. 6. Disclosure of Information. SERVICE PROVIDER shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to SERVICE PROVIDER by the CITY or other information to which the SERVICE PROVIDER has had access during the term of thi s Agreement without the prior written approval of the CITY’s Designated Representative during the term of this Agreement and for a period of two (2) years after the termination of this Agreement.

17. 7. No Warranty. Other than an obligation upon the CITY to deal in good faith, the CITY makes no warranties and shall bear no liability or responsibility for errors or omissions in any Confidential Information disclosed under this Agreement or for any business decisions made by SERVICE PROVIDER in reliance on any Confidential Information disclosed under this Agreement.

18. AS
SIGNMENT.

T
his Agreement is for the non-professional services of SERVICE PROVIDER. Any attempt by SERVICE PROVIDER to assign the benefits or burdens of this Agreement 7 of 29
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without the prior written approval of CITY shall be prohibited and shall be null and void.

SERVICE PROVIDER's services pursuant to this Agreement shall be provided by the SERVICE PROVIDER’s Designated Representative or directly under his/her supervision, and SERVICE PROVID ER shall not assign another to supervise the SERVICE PROVIDER's performance of this Agreement without the prior written approval of CITY, by and through the CITY’s Designated Representative.

19. NO
TICE OF BREACH AND OPPORTUNITY TO CURE.

N
either Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party.

The Party charged with breach will have fifteen (15) calendar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non- breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 20.

20. NO
TICES.

A
ll notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first -class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 6. When addressed in accordance with this Section, such notice 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. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

21. CO
VENANTS AND CONDITIONS.

E
ach term and each provision of this Agreement to be performed by SERVICE PROVIDER shall be construed to be both a covenant and a condition.

22. W
AIVER.

CI
TY’s review or acceptance of, or payment for, work product prepared by SERVICE PROVIDER under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from SERVICE PROVIDER’s performance. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.

23. I
NDEMNIFICATION, HOLD HARMLESS & DEFENSE.
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23.1 As a separate and independent covenant from SERVICE PROVIDER’s obligations under this section, SERVICE PROVIDER shall to the fullest extent permitted by law, immediately defend, indemnify, and hold harmless CITY, its legislative and advisory bodies, and the CITY’s officials, directors, officers, employees, and agents (the “Indemnitees”) from and against all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with SERVICE PROVIDER’s performance of this Agreemen t or SERVICE PROVIDER’s failure to comply with any of its obligations contained in this Agreement. Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. SERVICE PROVIDER’s obligation to indemnify applies unless it is adjudicated that any of the liabilities covered by this Section are the result of the sole active negligence or sole willful misconduct of any of the Indemnitees.

23. 2 The duty to defend is a separate and distinct obligation from SERVICE PROVIDER’s duty to indemnify . SERVICE PROVIDER shall be obligated to defend in all legal, equitable, administrative, or special proceedings, with counsel approved by the CITY Attorney, immediately upon tender to SERVICE PROVIDER of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination of negligence or willful misconduct by any of the Indemnitees shall not relieve SERVICE PROVIDER from its separate and distinct obligation to defend the Indemnitees. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes the obligation to provide independent defense counsel if SERVICE PROVIDER asserts that liability is caused in whole or in part by the negligence or willful misconduct of the Indemnitees. If it is finally adjudicated that liability was caused by the sole active negligence or sole willful misconduct of any of the Indemnitees, SERVICE PROVIDER may submit a claim to CITY for reimbursement of reasonable attorneys’ fees and defense costs.

23. 3 The review, acceptance or approval of SERVICE PROVIDER’s work or work product by any of the Indemnitees shall not affect, relieve or reduce SERVICE PROVIDER’s indemnification or defense obligations . SERVICE PROVIDER waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by SERVICE PROVIDER pursuant to this Agreement. The provisions of this Section shall not be restricted by and do not affect the provisions of this Agreement relating to Section 24. The SERVICE PROVIDER’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

23. 4 SERVICE PROVIDER agrees to pay all required taxes on amounts paid to SERVICE PROVIDER under this Agreement, and to indemnify and hold CITY harmless from any and all taxes, assessments, penalties, and interest asserted 9 of 29
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against CITY by reason of the independent contractor relationship created by this Agreement. SERVICE PROVIDER shall be solely responsible for, and shall save CITY harmless from, all matters relating to the payment of SERVICE PROVIDER’s subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State income tax withholding, and all other regulations governing employer - employee relations, as applicable. CITY shall have the right to offset against the amount of any compensation due to SERVICE PROVIDER under this Agreement any amount due to CITY from SERVICE PROVIDER as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

24. INSURANCE.

25. LIVING WAGE REQUIREMENTS.

26. PREVAILING WAGE REQUIREMENTS.

26.1. A
pplication. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty -five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work.

Prevailing wages are required to be paid to all workers, including subcontracted employees.
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26.2. Compliance with California Department of Indus trial Relations (DIR).

To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html

27. C ONFLICT OF INTEREST

SERVICE PROVIDER covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of SERVICE PROVIDER’s services under this Agreement. SERVICE PROVIDER further covenants that in the performance of services under this Agreement, no officer, employee or agent of SERVICE PROVIDER having such inter est shall be employed by it. In the event the CITY determines that SERVICE PROVIDER must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, SERVICE PROVIDER shall file such Form 700 with the CITY Clerk’s Office pursuant to the written instructions provided by the CITY Clerk. Acquisition or maintenance of a conflicting interest by SERVICE PROVIDER may result in termination of this Agreement by the CITY.

28. [RESERVED]

29. SUBCONTRACTING.

30. DISPUTES.

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Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this Agreement, shall be decided by the CITY’s Designated Representative, who shall reduce this decision to writing and mail a copy to the SERVICE PROVIDER. The decision of the CITY’s Designated Representative shall be final and conclusive unless SERVICE PROVIDER requests mediation within ten (10) calendar days. Pending final decision of a dispute, the SERVICE PROVIDER shall proceed diligently with the performance of the Agreement and in accordance with the decision of the CITY’s Designated Representative.

31. DISPUTE RESOLUTION.

Should an unresolved dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty five (45) days of a request. The mediator shall be agreed to by the mediating Parties. I n the absence of an agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed- upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties.

32. AUDIT.

33. ADVERTISING AND PUBLICITY
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34. NONDISCRIMINATORY EMPLOYMENT.

35. FORCE MAJEURE.

36. GOVERNING LAW.

The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Court of California, County of Ventura.

37. SEVERABILITY.

38. INTEGRATED AGREEMENT.

This Agreement and the attached exhibits referenced herein to this Agreement represent the entire understanding between the Parties. No verbal agreement or implied 13 of 29
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covenant shall be held to vary the provisions of this Agreement. This Agreement shall bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns.

39. NO
THIRD-PARTY BENEFICIARY.

Th
is Agreement shall not be construed to be an agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.

40. AUT
HORITY TO EXECUTE.

E
ach Party hereto expressly warrants and represents that through its Designated Representative it has the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the Designated Representative has the authority to bind each Party to the performance of its obligations hereunder.

41. E
XECUTION – COUNTERPARTS.

T
his Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, but they shall not be effective nor enforceable unless and until it is executed with the handwritten signature or electronic signature of an authorized representative of each of the relevant Parties. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterpart executed by the other Party to this Agreement is in the physical possession of the Party seeking enforcement thereof.

42. I
NCONSISTENT OR CONFLICTING TERMS.

I
n the event of any contradictions or inconsistencies between any attached documents or exhibits incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control. Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the CITY are not binding upon the CITY’s Designated Representative unless specifically agreed to in writing, and initiated by CITY’s Designated Representative, as to each additional contractual term or condition.

43. ACKNO
WLEDGEMENT.

B
y signing below, SERVICE PROVIDER acknowledges that it has reviewed the CITY’s Trade Services Agreement terms and conditions and insurance requirements and that SERVICE PROVIDER hereby agrees to full compliance. [
Signatures on next page]
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In witness whereof, the Parties have entered into this Agreement effective on the date as written in section 3 and upon signature of all Parties.

CITY OF OXNARD AQUAPULSE CHEMICALS LLC

☐John C. Zaragoza, Mayor1 Date Anthony Miles, President Date ☐Jennifer Yates, 2
Purchasing Manager

Tony Rossi, CFO3 Date

ATTEST:

Rose Chaparro, CITY Clerk Date
(only if Mayor signs)

APPROVED AS TO FORM:

Stephen M. Fischer, CITY Date
Attorney (always required)

If the company has a different structure, or if the above-listed persons are not the appropriate signers, pleas e submit to the City Attorney legally-binding documentation stating who can sign and bind your company.

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EXHIBIT A

TRADE SERVICE AGREEMENT
(CITY of Oxnard and AQUAPULSE CHEMICALS LLC)

SCOPE OF SERVICES

City Project Manager : Advanced Water Purification Facility: Mike Love 805- 385-8342 [email protected]

SUPPLIER SPECIFICATIONS & GENERAL REQUIREMENTS

1.0 Delivery
a. Timing: Product shall be delivered within 48 hours of agency request. All deliveries shall be made Monday through Friday between 8:00 a.m. and 4:00 p.m. b. Delivery vehicles: Shall be in good condition and operated by Supplier. Truck tractors and tank trailers shall be pneumatic-tired; conform to all applicable State and Federal regulations; and be fully equipped and maintained to safely transport and deliver specified chemical products. Tank trailers shall be specially designed to prevent leakage and resist rupture in the event of a collision, and carry all equipment necessary to respond to an accidental chemical release. Tanker shall be clearly identified and visible with company name. c. Delivery Driver: Shall be trained and experienced in handling specified chemical products, and be specifically trained to stop chemical flow in the event of an emergency. Supplier shall provide evidence of such training and experience upon request. d. Posted Speed Limits: Shall be observed at all times while driving on City property. Supplier shall be completely liable for any damage to property or personnel. e. Delivery Equipment: Shall include an appropriate compression unit and piping to permit safe transfer of the specified chemical product to stationary bulk containers. Hoses, fittings and appurtenant equipment shall be provided by Supplier and be free of leaks. f. Unloading: Unloading shall be done in accordance with the following:
i. Shall be done in a safe manner by delivery driver in the presence of a plant operator. ii. Appropriate personal protective equipment (PPE) clothing shall be worn, and industry safety practices and procedures followed explicitly at all times. iii. Delivery driver must present chemical manifest
iv. Deliver driver may be required to capture a sample of the product from the delivery tank in order for a plant operator to do a visual inspection. v. Delivery driver to be able to provide proof of tank and hose inspections prior to delivery demonstrate that all components are in proper working order. g. Refusal of Delivery: City may refuse delivery of product at no penalty to the City if:
i. Product does not match the specific gravity.
ii. If there is debris in the sample from the delivery truck. 16 of 29
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iii. Supplier is non compliant with industry standard safety practices and procedures. iv. Failure of Supplier to wear proper PPE while making chemical transfers. Supplier is to provide their staff with all required PPE.
h. Pay Quantity of Bulk Product Delivered: Shall be determined by weighing the tank trailer before and after filling at Supplier’s plant on a certified truck scale. Copies of weight master’s certificates shall be provided with delivery.
i. Other: Agency may require Supplier to furnish an affidavit stating product complies fully with this specification, a certified analysis of the product delivered, and/or the preventative maintenance schedule of delivery truck’s unloading compressor. j. Deliveries to the following locations as required:
● City of Oxnard Advanced Water Purification Facility, 5700 Perkins Road, Oxnard CA,

2.0 Quantity
Exact quantities may vary from the estimates given, and may be increased or decreased to meet the agency's requirements. No minimum is guaranteed.

3.0 Invoicing
A separate invoice shall be provided for each delivery during contract period.

4.0 Specification
Supplier shall bring apparent error or omissions to City’s attention

5.0 Chemical Specification for the following locations:

Advanced Water Purification Facility, located at 5700 Perkins Road, Oxnard, CA 93033.

a) Hydrogen Peroxide 35%: Estimated annual quantity is 40,000 gallons. Solution shall be suitable for water treatment. Product shall be NSF approved for drinking water applications and meet NSF/ANSI Standard 60 Drinking Water Additives – Health Effects. Delivery by bulk tank.

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E

XHIBIT B
T

RADE SERVICE AGREEMENT
(CITY of Oxnard and AQUAPULSE CHEMICALS LLC)
S

CHEDULE OF COMPENSATION
Advanced Water Purification Facility (AWPF)
Chemical
Approximate
Annual Qty
(gallons)
Average # of
deliveries
Average
delivery load
(gallons)
Unit Price
per gallon
Hydrogen Peroxide, 35% 40,000 13 x per year 3,100 $ 3.85 18 of 29
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EXHIBIT C
T

RADE SERVICES AGREEMENT
(CITY of Oxnard and AQUAPULSE CHEMICALS LLC)
I

NSURANCE REQUIREMENTS
P
rior to contract approval, CONSULTANT/SERVICE PROVIDER/SELLER/BIDDER (hereafter referred to as “SERVICE PROVIDER”) must procure, agree to maintain and supply evidence of insurance at the levels listed and in accordance with the other provisions listed in this document.
[
See next pages]
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INSURANCE REQUIREMENTS FOR VENDORS
(WHO DELIVER, INSTALL OR MAINTAIN PRODUCTS)

1. V
endor shall obtain and maintain during the performance of any services under this Agreement the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the sale and delivery, installation or maintenance of products by vendor, its agents, representatives, or employees. a. C
ommercial General Liability Insurance, including Contractual Liability, in an amount not less than $1,000,000 combined s
ingle limit for bodily injury and property damage for each claimant for general liability with coverage equivalent to Insurance Services Office Commercial General Liability Coverage (Occurrence Form CG 0001). If a general aggregate limit is used, that limit shall apply separately to the project or shall be twice the occurrence amount; b. B
usiness Automobile Liability Insurance in an amount not less than $1,000,000 combined single limit for bodily injury and property damage for each claimant for automobile liability with coverage equivalent to Insurance Services Office Automobile Liability Coverage (Occurrence Form CA0001) covering Code No. 1, “any auto;” c. W
orkers’ Compensation Insurance in compliance with the laws of the State of California, and Employer’s Liability I
nsurance in an amount not less than $1,000,000 per claimant. Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City.

2. Ven
dor shall, prior to performance of any services, file with the Risk Manager certificates of insurance with original endorsements effecting coverage required by this Exhibit INS-I. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on the attached forms or on other forms approved by the Risk Manager. All certificates and endorsements are to be received and approved by the Risk Manager before work commences. City reserves the right to require complete certified copies of all required insurance policies at any time. The certificates of insurance and endorsements shall be sent via email. If you have not received your request or are having difficulty with electronic upload, contact [email protected]

3. Ven
dor agrees that all insurance coverages shall be provided by a California admitted insurance carrier with an A.M. Best rating of A:VII or better and shall be endorsed to state that coverage may not be suspended, voided, canceled by either party, or reduced in coverage or limits without 30 days’ prior written notice to the Risk Manager. The Risk Manager shall not approve or accept any endorsement if the endorsement contains “best effort” modifiers or if the insurer is relieved from the responsibility to give such notice.

4. Vendor agrees that the Commercial General Liability and Business Automobile Liability Insurance policies shall be endorsed t
o name City, its City Council, officers, employees and volunteers as additional insureds as respects: liability arising out of activities performed by or on behalf of vendor; products and completed operations of vendor; premises owned, occupied or used by vendor; or automobiles owned, leased, hired or borrowed by vendor. The coverage shall contain no special limitations on the scope of protection afforded to City, its City Council, officers, employees and volunteers. The General Liability Special Endorsement Form and Automobile Liability Special Endorsement Form attached to this Exhibit INS-I or substitute forms containing the same information and acceptable to the Risk Manager shall be used to provide the endorsements (ISO form CG 2010 11/85 or if not available, CG 2010 with an edition date prior to 01/04 and CG 2037).

5. T
he coverages provided to City shall be primary and not contributing to or in excess of any existing City insurance coverages (this must be endorsed). Additionally, the workers’ compensation policy shall include a waiver of all rights of subrogation which the insurer may have against the City. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its City Council, officers, employees and volunteers. The insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

6. A
ny deductibles or self-insured retentions must be declared to and approved by the Risk Manager. At the option of the Risk M
anager, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its City Council, officers, employees and volunteers, or the vendor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
4/
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INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS

Certificates of Insurance

The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance. You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start- up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

Endorsement Forms

Original endorsements are required for commercial general liability and business automobile liability ins urance policies and must be attached to the applicable certificate of insurance. City preference is that you use the endorsement forms which are attached. Substitute forms will be accepted, however, as long as they include provisions comparable to the attached.

INS-I.doc

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SAMPL

ACORD CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY)

PRODUCER

CODE SUB-CODE

COMPANIES AFFORDING INSURANCE COVERAGE

INSURED

COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE

COMPANY

LETTER B

COVERAGES

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY

CO
LTR

TYPE OF INSURANCE

POLICY NUMBER

POLICY EFFECTIVE

DATE (MM/DD/YY)

POLICY EXPIRATION

DATE (MM/DD/YY)

LIMITS

GENERAL LIABILITY
[x] COMMERCIAL GENERAL LIABILITY
[x] CLAIMS MADE [x] OCCUR.
[x] OWNER'S & CONTRACTOR'S PROT.

GENERAL AGGREGATE $1,000,000
PRODUCTS COMP/OP AGG. $1,000,000
PERSONAL & ADV. INJURY $1,000,000
EACH OCCURRENCE $1,000,000
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

GARAGE LIABILITY

COMBINED SINGLE $1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA FORM

EACH OCCURRENCE $
AGGREGATE $

WORKERS' COMPENSATION
AND

EMPLOYERS' LIABILITY

STATUTORY LIMITS
EACH ACCIDENT $1,000,000
DISEASE-POLICY LIMIT $1,000,000
DISEASE-EACH EMPLOYEE $1,000,000

OTHER

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS

CERTIFICATE HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, T
HE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER

NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.

AUTHORIZED REPRESENTATIVE

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GENERAL LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER

POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE Included in Limits
In Addition to Limits
Telephone:

Deductible Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage. Per Occurrence Per Claim (which)

NAMED INSURED

APPLICABILITY This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

GENERAL LIABILITY
COMMERCIAL GENERAL LIABILITY
COMPREHENSIVE GENERAL LIABILITY
OWNERS & CONTRACTORS PROTECTIVE

Claims Made
Retroactive Date
Occurrence

OTHER PROVISIONS

COVERAGES

LIABILITY LIMITS IN THOUSANDS $
EACH

OCCURRENCE

AGGREGATE

GENERAL
PRODUCTS/COMPLETED OPERATIONS
PERSONAL & ADVERTISING INJURY
FIRE DAMAGE

Underwriter=s representative for claims pursuant to this insurance.

CLAIMS:

Name:

Address:

Telephone: ( )

In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsemen t is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:

INSURED. The City, its officers, agents, employees and volunteers are included as insureds with regard to liability and defense of sui ts arising from the operations, products and activities performed by or on behalf of the named insured.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:

Insurance Services Office Commercial General Liability Coverage, “occurrence” form CG0001; or If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter

I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed

SUBMIT IN DUPLICATE
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AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)
ENDORSEMENT NO.

ISSUE DATE
(MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE OTHER PROVISIONS
COMMERCIAL AUTO POLICY
BUSINESS AUTO POLICY
OTHER
LIMIT OF LIABILITY CLAIMS: Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )

$ per accident, for bodily injury and property damage.

PROVISIONS REGARDING THE INSURED’S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warrant ies shall not affect coverage provided to the City, its officers, agents, employees or volunteers.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter

I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed

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EXHIBIT D

TRADE SERVICES AGREEMENT
(CITY of Oxnard and AQUAPULSE CHEMICALS LLC)

LIVING WAGE POLICY

C. If SERVICE PROVIDER fails to compensate such employee pursuant to t he Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to SERVICE PROVIDER, effective immediately.

D. In addition, if SERVICE PROVIDER fails to comply with the Living Wage Policy in any manner, SERVICE PROVIDER shall pay to CITY a fine of $500 and shall pay to any employee providing services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. SERVICE PROVIDER shall pay such fi ne and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to SERVICE PROVIDER of the amount owed.

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CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2023

SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $18.89 per hour for each hour that such employee provides services under this Agreement. This hourly rate shall be adjusted on July 1, 202 4, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, whil e this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year.

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EXHIBIT E

TRADE SERVICES AGREEMENT
(CITY of Oxnard and AQUAPULSE CHEMICALS LLC)

PREVAILING WAGE

3. SERVICE PROVIDER is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).

7. SERVICE PRO VIDER may not be debarred or suspended throughout the Agreement Term pursuant to Labor Code Section 1777.1 or 1777.7. If he, she or it becomes debarred or suspended in the Agreement Term, SERVICE PROVIDER must immediately notify CITY.

8. SERVICE PROVIDER is not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless currently registered and qualified to perform public work pursuant t o Labor Code Section 1725.5. SERVICE PROVIDER shall continue without interruption to stay registered and qualified to perform public work pursuant to Section 1725.5 for the duration of the term of this Agreement. This provision does not apply to construction, alteration, demolition, installation or repair work of $25,000 or less or to maintenance work of $15,000 or less.

9. SERVICE PROVIDER acknowledges that 8 hours labor constitutes a legal day’s work. SERVICE PROVIDER shall comply with and be bound by La bor Code Section 1810.

11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.

12. SERVICE PROVIDER shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. SERVICE PROVIDER shall include in the written contract between it and each subcontractor a copy of, and a requireme nt that each subcontractor shall comply with, those statutory provisions. SERVICE PROVIDER shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractors’ compliance, including without limitation, conductin g a periodic review of the certified payroll records of each subcontractor, and upon becoming aware of the failure of the subcontractor to pay its workers the specified prevailing rate of wages, SERVICE PROVIDER shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent, SERVICE PROVIDER shall hold harmless, defend (with counsel approved by the City Attorney) and indemnify CITY, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, 28 of 29
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compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Service Provider, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all attorneys’ fees and other related costs. All duties of SERVICE PROVIDER under this Section shall survive Agreement termination.

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TRADE SERVICE AGREEMENT

BETWEEN

THE CITY OF OXNARD AND HILL BROTHERS CHEMICAL COMPANY
By This Trade Services Agreement (“Agreement”), the CITY of Oxnard (“CITY”) agrees to engage the services of Hill Brothers Chemical Company (“SERVICE PROVIDER”), and SERVICE PROVIDER agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and SERVICE PROVIDER may be individually referred to as “Party” or collectively as the “Parties.”

1. S
UMMARY DESCRIPTION OF SERVICES.

T
his Agreement is for supply and delivery of 19% Aqueous Ammonia to the Water Treatment Campus located at 251 South Hayes Ave and Blending Station No. 3 located at 1700 Solar Drive, Oxnard California.

2. P
ARTIES.

C
ITY OF Oxnard (“CITY”), a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030 H
ill Brothers Chemical Company (“SERVICE PROVIDER”), a corporation of the State of California, located at 3000 E Birch Street, Suite 108, Brea California 92821

3. T
ERM OF AGREEMENT: From (Date): 7/1/24To (Date): 6/30/25 3 .1 Time is of the essence in this Agreement.

3.4 All services required of SERVICE PROVIDER under this Agreement shall be completed on or before the end of the term of the Agreement.

4. A GREEMENT AMOUNT NOT TO EXCEED: $ 150,000.

Exhibit A: Scope of Services
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-I Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage Policy

6. DESIGNATED REPRESENTATIVES.

The Designated Representatives listed below shall be authorized to act on behalf of the named Party, be responsible for negotiations and contractual matters, and coordinate with each other to perfor m the services under this Agreement. Additionally, SERVICE PROVIDER’s services shall be performed or immediately supervised by the SERVICE PROVIDER’s Representative:

CITY Designated Representative: SERVICE PROVIDER Designated Representative:

Name: Omar Castro Name: Luis Cervantes, III Title: Water Division Manager Title: District Representative Phone: 805-385-8139 Phone: 714-323-4526 Email: [email protected] Email: [email protected] Mailing Address (if differs from above): Mailing Address (if differs from above):

7. CONTRACTUAL PREREQUISITES.

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7.3. All proof of business license, insurance, and W -9 forms is required prior to execution of this Agreement.

7.4 SERVICE PROVIDER shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.

8. SERVICE PROVIDER'S SERVICES.

9. COMPENSATION.

9.1 Price Adjustments. Unless otherwise stated, prices are maximum for the term of the Contract. Price adjustments, if allowed under this Contract, must be requested in writing and accompanied by the required information to substantiate the request for price adjustment, as set forth in the Contract. Any allowable request for price adjustment must be delivered to the CITY at least 30 days before the adjusted prices become effective. No price adjustment allowable under this Contract will be granted retroactivel y. The CITY must also be given the benefit of any decline in prices. If any price increase is granted by the CITY, the increase shall not be greater than 3% from the prior year.

10. PAYMENT & INVOICES.

The CITY shall pay all undisputed portions of any applicable invoice within thirty (30) days after receipt of an invoice. In the event the CITY disputes one or more items in an invoice, the CITY shall, within thirty (30) days after receipt of such invoice, notify the SERVICE PROVIDER of the item(s ) being disputed and the reason(s) therefore. The CITY may withhold payment for such disputed items until resolution of the dispute. 3 of 30
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10.4 SERVICE PROVIDER shall provide CITY with a completed Reques t for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by SERVICE PROVIDER or materials or products provided to CITY by SERVICE PROVIDER, SERVICE PROVIDER shall pay the sales tax. CITY shall not reimburse SERVICE PROVIDER for sales taxes paid by SERVICE PROVIDER.

11. OPTION TO EXTEND AGREEMENT.

When in the CITY’s best interest, this Agreement may only be extended, if the City in its discretion exercises the option to extend pursuant to Section 3.2 and 3.3 of the Agreement. The initial term, plus any option to extend, shall not exceed a total of five (5) years. If no option to extend the A greement appears in section 3.2, then this Agreement shall not be extended.

12. MODIFICATION OF AGREEMENT.

13. TERMINATION OF AGREEMENT.

14. INDEPENDENT CONTRACTOR

SERVICE PROVIDER and its employees , subcontractors, and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent. SERVICE PROVIDER and its employees are not employees of City.

SERVICE PROVIDER and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long- term disability and workers’ compensation insurance benefits. SERVICE PROVIDER shall not, at any time or in any manner, represent that it or any of its agents, subcontractors, or employees are in any manner agents, subcontractors, or employees of City.

15. LAWFUL PERFORMANCE.

SERVICE PROVIDER shall abide by all Federal, State, and Local Laws and Regulations as may be related to the performance of duties under this Agreement. 5 of 30
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SERVICE PROVIDER, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

16. SAFETY REQUIREMENTS.

17. OWNERSHIP OF SERVICE PROVIDER’S WORK PRODUCT,
CONFIDENTIALITY & DISCLOSURE.

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17.4. Ownership of Documents. Every report, draft, work product, map, record, and other document reproduced, prepared, or caused to be prepared by the SERVICE PROVIDER pursu ant to or in connection with this Agreement shall be the exclusive property of the CITY.

18. ASSIGNMENT.

SERVICE PROVIDER's services pursuant to this Agreement shall be provided by the SERVICE PROVIDER’s Designated Representative or directly under his/her supervision, 7 of 30
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and SERVICE PROVIDER shall not assign another to supervise the SERVICE PROVIDER's performance of this Agreement without the prior written approval of CITY, by and through the CITY’s Designated Representative.

19. NOTICE OF BREACH AND OPPORTUNITY TO CURE.

Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party.

The Party charged with breach will have fifteen (15) calendar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non- breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 20.

20. NOTICES.

All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first -class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 6. When addressed in accordance with this Section, such notice 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. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

21. COVENANTS AND CONDITIONS.

Each term and each provision of this Agreement to be performed by SERVICE PROVIDER shall be construed to be both a covenant and a condition.

22. WAIVER.

CITY’s review or acceptance of, or payment for, work product prepared by SERVICE PROVIDER under this Agreement will not be construed to operate as a waiver of any rights CITY may have under this Agreement or of any cause of action arising from SERVICE PROVIDER’s performanc e. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement, whether of the same or different character.

23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.

23.1 As a separate and independent covenant from SERVICE PROVIDER’s obligations under this section, SERVICE PROVIDER shall to the fullest extent permitted by law, immediately defend, indemnify, and hold harmless CITY, its 8 of 30
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legislative and advisory bodies, and the CITY’s officials, directors, officers, employees, and agents (the “Indemnitees”) from and against all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with SERVICE PROVIDER’s performance of this Agreement or SERVICE PROVIDER’s failure to comply with any of its obligations contained in this Agreement. Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. SERVICE PROVIDER’s obligation to indemnify applies unless it is adjudicated that any of the liabilities covered by this Section are the result of the sole active negligence or sole willful misconduct of any of the Indemnitees.

23.4 SERVICE PROVIDER agrees to pay all required taxes on amounts paid to SERVICE PROVIDER under this Agreement, and to indemnify and hold CITY harmless from any and all taxes, assessments, penalties, and interest asserted against CITY by reason of the independent contractor relationship created by this Agreement. SERVICE PROVIDER shall be solely responsible for, and shall save CITY harmless from, all matters relating to the payment of SERVICE PROVIDER’s 9 of 30
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subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State income tax withholding, and all other regulations governing employer - employee relations, as applicable. CITY shall have the right to offset against the amount of any compensation due to SERVICE PROVIDER under this Agreement any amount due to CITY from SERVICE PROVIDER as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

24. INSURANCE.

SERVICE PROVIDER shall obtain and maintain during the performance of any services under this Agreement the insurance coverages listed within “Exhibit C”, which is attached hereto and incorporated herein by this reference, unless the Risk Manager waives, in writing, the requirement that SERVICE PROVIDER obtain and maintain such insurance coverages. Such insurance must be issued by a company satisfactory to t he Risk Manager. SERVICE PROVIDER shall, before performance of any Services pursuant to this Agreement, file with the Risk Manager evidence of insurance coverage as specified in “Exhibit C”. Maintenance of insurance coverages by SERVICE PROVIDER is a material element of this Agreement. SERVICE PROVIDER’S failure to maintain or renew insurance coverages or to provide renewal evidence shall be considered a material breach of this Agreement.

25. LIVING WAGE REQUIREMENTS.

26. PREVAILING WAGE REQUIREMENTS.

26.1. Application. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty -five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work.

Prevailing wages are required to be paid to all workers, including subcontracted employees.

26.2. Compliance with California Department of Industrial Relations (DIR).

To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
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https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html

27. CONFLICT OF INTEREST

28. [RESERVED]

29. SUBCONTRACTING.

30. DISPUTES.

Except as otherwise provided in these provisions, any dispute concerning a question of fact arising under this Agreement, shall be decided by the CITY’s Designated Representative, who shall reduce this decision to writing and mail a copy to the SERVICE PROVIDER. The decision of the CITY’s Designated Representative shall be final and 11 of 30
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conclusive unless SERVICE PROVIDER requests mediation within ten (10) calendar days. Pending final decision of a dispute, the SERVICE PROVIDER shall proceed diligently with the performance of the Agreement and in accordance with the decision of the CITY’s Designated Representative.

31. DISPUTE RESOLUTION.

Should an unresolved dispute arise out of t his Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within a reasonable time not to exceed forty five (45) days of a request. The mediator shall be agreed to by the mediating Parties. In the absence of an agreement on a mediator, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed- upon service. The mediator shall be selected by a “blindfold” process. The cost of mediation shall be borne equally by both Parties. Neither Party shall be deemed the prevailing Party. No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the Parties but not more than sixty (60) calendar days, unless the maximum time is extended in writing by both Parties.

32. AUDIT.

33. ADVERTISING AND PUBLICITY

SERVICE PROVIDER shall not use the name of or refer to CITY directly or indirectly in any advertisement, news release, or professional or trade publication without 12 of 30
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prior written approval from the City Manager. This Section shall survive the termination of this Agreement.

34. NONDISCRIMINATORY EMPLOYMENT.

SERVICE PROVIDER shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, phy sical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expression, sex, sexual orientation, age, immigration status, citizenship or military and veteran status.

35. FORCE MAJEURE.

36. GOVERNING LAW.

The terms of this Agreement shall be interpreted according to the laws of the State of California. Should litigation occur, venue shall be in the Superior Cour t of California, County of Ventura.

37. SEVERABILITY.

38. INTEGRATED AGREEMENT.

39. NO THIRD-PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.

40. AUTHORITY TO EXECUTE.

41. EXECUTION – COUNTERPARTS.

42. I NCONSISTENT OR CONFLICTING TERMS.

43. ACKNOWLEDGEMENT.

By signing below, SERVICE PRO VIDER acknowledges that it has reviewed the CITY’s Trade Services Agreement terms and conditions and insurance requirements and that SERVICE PROVIDER hereby agrees to full compliance.

[Signatures on next page]

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In witness whereof, the Parties have entered into this Agreement effective on the date as written in section 3 and upon signature of all Parties.

CITY OF OXNARD HILL BROTHERS CHEMICAL COMPANY

☐John C. Zaragoza, Mayor1 Date Thomas James, CFO Date ☐Jennifer Yates, 2
Purchasing Manager

Patricia Santana, Secretary3 Date

ATTEST:

Rose Chaparro, CITY Clerk Date
(only if Mayor signs)

APPROVED AS TO FORM:

Stephen M. Fischer, CITY Date
Attorney (always required)

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EXHIBIT A

TRADE SERVICE AGREEMENT
(CITY of Oxnard and Hill Brothers Chemical Company)

SCOPE OF SERVICES

City Project Manager: Chris Peyton 805-385-8111 [email protected]

SUPPLIER SPECIFICATIONS & GENERAL REQUIREMENTS

1.0 Delivery

a. Timing: Product shall be delivered within 48 hours of agency request. All deliveries shall be made Monday through Friday between 8:00 a.m. and 4:00 p.m. b. Delivery vehicles: Shall be in good condition and operated by Supplier. Truck tractors and tank trailers shall be pneumatic-tired; conform to all applicable State and Federal regulations; and be fully equipped and maintained to safely transport and deliver specified chemical products. Tank trailers shall be specially designed to prevent leakage and resist rupture in the event of a collision, and carry all equipment necessary to respond to an accidental chemical release. Tanker shall be clearly identified and visible with company name.
c. Delivery Driver: Shall be trained and experienced in handling specified chemical products, and be specifically trained to stop chemical flow in the event of an emergency. Supplier shall provide evidence of such training and experience upon request.
d. Posted Speed Limits: Shall be observed at all times while driving on City property.

Supplier shall be completely liable for any damage to property or personnel. e. Delivery Equipment: Shall include an appropriate compression unit and piping to permit safe transfer of the specified chemical product to stationary bulk containers.

Hoses, fittings and appurtenant equipment shall be provided by Supplier and be free of leaks.
f. Unloading: Unloading shall be done in accordance with the following:
i. Shall be done in a safe manner by delivery driver in the presence of a plant operator.
ii. Appropriate personal protective equipment (PPE) clothing shall be worn, and industry safety practices and procedures followed explicitly at all times. iii. Delivery driver must present chemical manifest
iv. Deliver driver may be required to capture a sample of the product from the delivery tank in order for a plant operator to do a visual inspection. v. Delivery driver to be able to provide proof of tank and hose inspections prior to delivery demonstrate that all components are in proper working order. 16 of 30
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g. Refusal of Delivery: City may refuse delivery of product at no penalty to the City if:
i. Product does not match the specific gravity.
ii. If there is debris in the sample from the delivery truck. iii. Supplier is non compliant with industry standard safety practices and procedures.
iv. Failure of Supplier to wear proper PPE while making chemical transfers.

Supplier is to provide their staff with all required PPE. h. Pay Quantity of Bulk Product Delivered: Shall be determined by weighing the tank trailer before and after filling at Supplier’s plant on a certified truck scale.

Copies of weight master’s certificates shall be provided with delivery. i. Other: Agency may require Supplier to furnish an affidavit stating product complies fully with this specification, a certified analysis of the product delivered, and/or the preventative maintenance schedule of delivery truck’s unloading compressor. j. Deliveries to the following locations as required:
● City of Oxnard Water Campus, 251 South Hayes Avenue, Oxnard, CA ● City of Oxnard Blending Station No. 3, 1700 Solar Drive Oxnard, CA

2.0 Quantity
Exact quantities may vary from the estimates given, and may be increased or decreased to meet the agency's requirements. No minimum is guaranteed.

3.0 Invoicing
A separate invoice shall be provided for each delivery during contract period.

4.0 Specification
Supplier shall bring apparent error or omissions to City’s attention

5.0 Chemical Specification for the following locations:

Water Campus located at 251 South Hayes Avenue
Blending Station No. 3, located at 1700 Solar Drive, Oxnard, California 93030

a) Aqueous Ammonia 19%: Estimated annual quantity is 9,600 gallons. Solution should be approximately 19% (NH4OH) by weight available, suitable for potable water treatment (NSF approved).

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EXHIBIT B

TRADE SERVICE AGREEMENT
(CITY of Oxnard and Hill Brothers Chemical Company)

SCHEDULE OF COMPENSATION

Utility Chemicals Cost Proposal

Water Campus & Blending Station No. 3
Chemical
Approximate
Annual Qty
(gallons)
Average #
of
deliveries
Average
delivery load
(gallons)
Unit Price
per gallon
Aqueous Ammonia 19% 9,600
1x per
month 2,000 $2.54

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EXHIBIT C

TRADE SERVICES AGREEMENT
(CITY of Oxnard and Hill Brothers Chemical Company)

INSURANCE REQUIREMENTS

[See next pages]

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INSURANCE REQUIREMENTS FOR VENDORS
(WHO DELIVER, INSTALL OR MAINTAIN PRODUCTS)

4/24

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INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS

Certificates of Insurance

The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance. You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start- up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

Endorsement Forms

INS-I.doc

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SAMPL

ACORD CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY)

PRODUCER

CODE SUB-CODE

COMPANIES AFFORDING INSURANCE COVERAGE

INSURED

COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE

COMPANY

LETTER B

COVERAGES

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY

CO
LTR

TYPE OF INSURANCE

POLICY NUMBER

POLICY EFFECTIVE

DATE (MM/DD/YY)

POLICY EXPIRATION

DATE (MM/DD/YY)

LIMITS

GENERAL LIABILITY
[x] COMMERCIAL GENERAL LIABILITY
[x] CLAIMS MADE [x] OCCUR.
[x] OWNER'S & CONTRACTOR'S PROT.

GENERAL AGGREGATE $1,000,000
PRODUCTS COMP/OP AGG. $1,000,000
PERSONAL & ADV. INJURY $1,000,000
EACH OCCURRENCE $1,000,000
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

GARAGE LIABILITY

COMBINED SINGLE $1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA FORM

EACH OCCURRENCE $
AGGREGATE $

WORKERS' COMPENSATION
AND

EMPLOYERS' LIABILITY

STATUTORY LIMITS
EACH ACCIDENT $1,000,000
DISEASE-POLICY LIMIT $1,000,000
DISEASE-EACH EMPLOYEE $1,000,000

OTHER

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS

CERTIFICATE HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER

NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.

AUTHORIZED REPRESENTATIVE

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GENERAL LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER

POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE Included in Limits
In Addition to Limits
Telephone:

Deductible Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage. Per Occurrence Per Claim (which)

NAMED INSURED

APPLICABILITY This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

GENERAL LIABILITY
COMMERCIAL GENERAL LIABILITY
COMPREHENSIVE GENERAL LIABILITY
OWNERS & CONTRACTORS PROTECTIVE

Claims Made
Retroactive Date
Occurrence

OTHER PROVISIONS

COVERAGES

LIABILITY LIMITS IN THOUSANDS $
EACH

OCCURRENCE

AGGREGATE

GENERAL
PRODUCTS/COMPLETED OPERATIONS
PERSONAL & ADVERTISING INJURY
FIRE DAMAGE

Underwriter=s representative for claims pursuant to this insurance.

CLAIMS:

Name:

Address:

Telephone: ( )

In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsemen t is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:

INSURED. The City, its officers, agents, employees and volunteers are included as insureds with regard to liability and defense of sui ts arising from the operations, products and activities performed by or on behalf of the named insured.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:

Insurance Services Office Commercial General Liability Coverage, “occurrence” form CG0001; or If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter

I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed

SUBMIT IN DUPLICATE
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AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)
ENDORSEMENT NO.

ISSUE DATE
(MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE OTHER PROVISIONS
COMMERCIAL AUTO POLICY
BUSINESS AUTO POLICY
OTHER
LIMIT OF LIABILITY CLAIMS: Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )

$ per accident, for bodily injury and property damage.

PROVISIONS REGARDING THE INSURED’S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warrant ies shall not affect coverage provided to the City, its officers, agents, employees or volunteers.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter

I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed

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EXHIBIT D

TRADE SERVICES AGREEMENT
(CITY of Oxnard and Hill Brothers Chemical Company)

LIVING WAGE POLICY

D. In addition, if SERVICE PROVIDER fails to comply with the Living Wage Policy in any manner, SERVICE PROVIDER shall pay to CITY a fine of $500 and shall pay to any employee providing services under this Agreement a penalty of three times the amount or value of the compensation owed to such employee under the Living Wage Policy. SERVICE PROVID ER shall pay such fine and penalty within fifteen (15) calendar days after the City Manager or designee provides written notice to SERVICE PROVIDER of the amount owed.

CITY OF OXNARD LIVING WAGE REQUIREMENTS
EFFECTIVE JULY 1, 2023
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SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $18.89 per hour for each hour that such employee provides services under this Agreement. This hourly rate shall be adjusted on July 1, 202 4, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, whil e this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year.

EXHIBIT E

TRADE SERVICES AGREEMENT
(CITY of Oxnard and Hill Brothers Chemical Company)
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PREVAILING WAGE

3. SERVICE PROVIDER is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).

7. SERVICE PRO VIDER may not be debarred or suspended throughout the Agreement Term pursuant to Labor Code Section 1777.1 or 1777.7. If he, she or it 27 of 30
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becomes debarred or suspended in the Agreement Term, SERVICE PROVIDER must immediately notify CITY.

8. SERVICE PROVIDER is not qualified to bid on, be listed in a Bid proposal, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720 through 1861, unless currently registered and qualified to perform public work pursuant t o Labor Code Section 1725.5. SERVICE PROVIDER shall continue without interruption to stay registered and qualified to perform public work pursuant to Section 1725.5 for the duration of the term of this Agreement. This provision does not apply to construction, alteration, demolition, installation or repair work of $25,000 or less or to maintenance work of $15,000 or less.

9. SERVICE PROVIDER acknowledges that 8 hours labor constitutes a legal day’s work. SERVICE PROVIDER shall comply with and be bound by Labor Code Section 1810.

10. SERVICE PROVIDER shall comply with and be bound by Labor Code Section 1813 concerning penalties for workers who work excess hours. SERVICE PROVIDER shall, as a penalty to CITY, forfeit $25 for each worker employed in the performance of this Agreement by SERVICE PROVIDER or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by SERV ICE PROVIDER’s employees in excess of 8 hours per day and 40 hours per week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 ½ times the basic rate of pay.

11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.

13. To the maximum extent, SERVICE PROVIDER shall hold harmless, defend (with counsel approved by the City Attorney) and indemnify CITY, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions liste d above by any person or entity (including Service Provider, its subcontractors, and each of their officials, officers, employees and agents) in 28 of 30
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connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all attorneys’ fees and other related costs. All duties of SERVICE PROVIDER under this Section shall survive Agreement termination.

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EXHIBIT F

TRADE SERVICES AGREEMENT
(CITY of Oxnard and Hill Brothers Chemical Company)

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of

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TRADE SERVICE AGREEMENT

BETWEEN

THE CITY OF OXNARD AND UNIVAR SOLUTIONS USA LLC
By This Trade Services Agreement (“Agreement”), the CITY of Oxnard (“CITY”) agrees to engage the services of Univar Solutions USA LLC (“SERVICE PROVIDER”), and SERVICE PROVIDER agrees to perform the services for CITY as herein described, for the compensation, during the term, and otherwise subject to the covenants and conditions herein set forth. CITY and SERVICE PROVIDER may be individually referred to as “Party” or collectively as the “Parties.”

1. S
UMMARY DESCRIPTION OF SERVICES.

T
his Agreement is for supply and delivery of Sodium Hydroxide 25% (Caustic Soda) to the Water Campus and the Advanced Water Purification as well as the supply and delivery of Liquid Lime to the Advanced Water Purification Facility.

2. P
ARTIES.

C
ITY OF Oxnard (“CITY”), a general law and municipal corporation of the State of California, located at 300 West Third Street, Oxnard California 93030 Un
ivar Solutions USA (“SERVICE PROVIDER”), LLC of the State of Delaware, located at 8201 S. 212th, Kent WA 98032

3. T
ERM OF AGREEMENT: From (Date): 7/1/24To (Date): 6/30/25 3 .1 Time is of the essence in this Agreement.

3.4 All services required of SERVICE PROVIDER under this Agreement shall be completed on or before the end of the term of the Agreement.

4. AGREEMENT AMOUNT NOT TO EXCEED: $ 2,300,000.

Exhi bit A: Scope of Services
Exhibit B: Schedule of Compensation
Exhibit C: Insurance Requirements: City Insurance Exhibit INS-I Exhibit D: Living Wage Policy
Exhibit E: Prevailing Wage Policy
Exhibit F: Iran Contracting Certification

6. DESIGNATED REPRESENTATIVES.

CITY Designated Representative: SERVICE PROVIDER Designated Representative:

Name: Omar Castro Name: Brent Swanson
Title: Water Division Manager Title: Sales Account Manager Phone: 805-385-8139 Phone: 323-303-7088 Email: [email protected] Email: [email protected] Mailing Address (if differs from above): Mailing Address (if differs from above):
2600 S. Garfield Ave, Commerce CA 90040

7. CONTRACTUAL PREREQUISITES.

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7.3. All proof of business license, insurance, and W-9 forms is required prior to execution of this Agreement.

7.4 SERVICE PROVIDER shall not perform any work under this Agreement until a proof of insurance has been provided to the City as required under Section 24 of this Agreement.

8. SERVICE PROVIDER'S SERVICES.

9. COMPENSATION.

10. PAYMENT & INVOICES.

The CITY shall pay all undisputed portions of any applicable invoice within thirty (30) days after receipt of an invoice. In the event the CITY disputes one or more items in an invoice, the CITY shall, within thirty (30) days after receipt of such invoice , notify the SERVICE PROVIDER of the item(s) being disputed and the reason(s) therefore. The CITY may withhold payment for such disputed items until resolution of the dispute. 3 of 32
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10.2 Non-Appropriation of Funds. Payments to be made to SERVICE PROVIDER by CITY for the Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY does not appr opriate sufficient funds for payment of the Services beyond the current fiscal year, this Agreement shall cover payment for the Services only up to the conclusion of the last fiscal year in which CITY appropriated sufficient funds and shall automatically terminate at that fiscal year’s conclusion.

10.4 SERVICE PROVIDER shall p rovide CITY with a completed Request for Taxpayer Identification Number and Certification, as issued by the Internal Revenue Service. If any sales tax is due for the Services performed by SERVICE PROVIDER or materials or products provided to CITY by SERVIC E PROVIDER, SERVICE PROVIDER shall pay the sales tax. CITY shall not reimburse SERVICE PROVIDER for sales taxes paid by SERVICE PROVIDER.

11. OPTION TO EXTEND AGREEMENT.

When in the CITY’s best interest, this Agreement may only be extended, if the City in its discretion exercises the option to extend pursuant to Section 3.2 and 3.3 of the Agreement. The initial term, plus any option to extend, shall not exceed a total of five (5) years. If no option to extend the A greement appears in section 3.2, t hen this Agreement shall not be extended.

12. MODIFICATION OF AGREEMENT.

13. TERMINATION OF AGREEMENT.

14. INDEPENDENT CONTRACTOR

SERVICE PROVIDER is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its employees or agents shall have control over the conduct of SERVICE PROVIDER or any of its employees, except as stated in this Agreement. SERVICE PROVIDER has and shall retain the right to exercise full control over the employment, direction, means of performance , location, compensation and discharge of all persons assisting SERVICE PROVIDER. This Agreement shall not be interpreted to prevent or preclude SERVICE PROVIDER from rendering any services for SERVICE PROVIDER’s own account or to any other person or enti ty as SERVICE PROVIDER in its sole discretion shall determine; provided, however, that performing such services shall not materially interfere with the Services the SERVICE PROVIDER shall perform for the City. The CITY retains the right to provide general instructions to and observe the SERVICE PROVIDER in the performance of all services done on behalf of the CITY.

SERVICE PROVIDER and its employees , subcontractors, and agents have no authority, express or implied, to act on behalf of City in any capacity, to incur any debt, obligation or liability on behalf of City, bind City in any manner, or otherwise act on behalf of City as an agent. SERVICE PROVIDER and its employees are not employees of City.

SERVICE PROVIDER and its employees are not entitled to receive from City any of the benefits or rights afforded employees of City, including but not limited to reserve leave, sick leave, vacation leave, holiday leave, compensatory leave, Public Employees Retirement System benefits, and health, life, dental, long- term disability and workers’ compensation insurance benefits. SERVICE PROVIDER shall not, at any time or in any manner, represent that it or any of its agents, subcontractors, or employees are in any manner agents, subcontractors, or employees of City.

15. LAWFUL PERFORMANCE.

SERVICE PROVIDER shall abide by all Federal, State, and Local Laws and Regulations as may be related to the performance of duties under this Agreement. 5 of 32
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SERVICE PROVIDER, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.

16. SAFETY REQUIREMENTS.

SERVICE PROVIDER shall not perform any services for the CITY when the SERVICE PROVIDER is impaired by alcohol or a controlled substance. When there is reasonable cause to believe that any person has violated this provision, that person shall be immediately removed from the premises and be subject to any applic able civil and/or criminal penalties under the CITY’s Code and/or under state law. All work performed under this Agreement shall be performed in such a manner as to provide safety to the public. The CITY reserves the right to issue restraining or cease and desist orders to SERVICE PROVIDER when unsafe or harmful acts are observed or reported relative to the performance of the work under this Agreement. The acceptance of SERVICE PROVIDER's work by CITY shall not operate as a release of the SERVICE PROVIDE R from such standard of care and workmanship.

17. OWNERSHIP OF SERVICE PROVIDER’S WORK PRODUCT,
CONFIDENTIALITY & DISCLOSURE.

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17.5. Confidentiality. Information that is exempt from disclosure to the public is confidential. This includes information relating to the past, present, or future affairs of the City or information belonging to a third party whose information is in the City’s possession or control under obligations of confidentiality. SERVICE PROVIDER may be granted access to information that is exempt from discl osure to the public (Government Code Section 7920.505) and may contain “trade secrets” (see Government Code Section 7924.510(f)) when it is necessary for SERVICE PROVIDER to perform its obligations pursuant to this Agreement. If SERVICE PROVIDER is grante d such access to confidential information, SERVICE PROVIDER shall not be considered to be a member of the public as that term is used in Government Code Section 7920.515.

18. ASSIGNMENT.

SERVICE PROVIDER's services pursuant to this Agreement shall be provided by the SERVICE PROVIDER’s Designated Representative or directly under his/her supervision, 7 of 32
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and SERVICE PROVIDER shall not assign another to supervise the SERVICE PROVIDER's performance of this Agreement without the prior written approval of CITY, by and through the CITY’s Designated Representative.

19. NOTICE OF BREACH AND OPPORTUNITY TO CURE.

Neither Party will be in breach of this Agreement where the breach is capable of being cured, or until written notice of the breach is received from the non-breaching Party.

The Party charged with breach will have fifteen (15) calendar days from the date of receiving such notice in which to cure the breach or otherwise respond. If the circumstances leading to the charge that the Agreement was breached have not been cured or explained to the satisfaction of the other Party within fifteen (15) days from the date on which the breaching Party received notice of breach, the non- breaching Party may terminate this Agreement. Notice shall be given in the manner set forth in section 20.

20. NOTICES.

All notices given or required to be given pursuant to this Agreement shall be in writing and may be given by personal delivery or by first -class mail. Notice sent by mail shall be addressed to each Party’s Designated Representative as set forth above in Section 6. When addressed in accordance with this Section, such notice 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. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this Section.

21. COVENANTS AND CONDITIONS.

Each term and each provision of this Agreement to be performed by SERVICE PROVIDER shall be construed to be both a covenant and a condition.

22. WAIVER.

23. INDEMNIFICATION, HOLD HARMLESS & DEFENSE.

23.1 As a separate and independent covenant from SERVICE PROVIDER’s obligations under this section, SERVICE PROVIDER shall to the fullest extent permitted by law, immediately defend, indemnify, and hold harmless CITY, its 8 of 32
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legislative and advisory bodies, and the CITY’s officials, directors, officers, employees, and agents (the “Indemnitees”) from and against all liabilities regardless of nature, type, or cause, arising out of or resulting from or in connection with SERVICE PROVIDER’s performance of this Agreemen t or SERVICE PROVIDER’s failure to comply with any of its obligations contained in this Agreement. Liabilities subject to the duties to defend and indemnify include, without limitation, all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. SERVICE PROVIDER’s obligation to indemnify applies unless it is adjudicated that any of the liabilities covered by this Section are the result of the sole active negligence or sole willful misconduct of any of the Indemnitees.

23.2 The duty to defend is a separate and distinct obligation from SERVICE PROVIDER’s duty to indemnify . SERVICE PROVIDER shall be obligated to defend in all legal, equitable, administrative, or special proceedings, with counsel approved by the CITY Attorney, immediately upon tender to SERVICE PROVIDER of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination of negligence or willful misconduct by any of the Indemnitees shall not relieve SERVICE PROVIDER from its separate and distinct obligation to defend the Indemnitees. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes the obligation to provide independent defense counsel if SERVICE PROVIDER asserts that liability is caused in whole or in part by the negligence or willful misconduct of the Indemnitees. If it is finally adjudicated that liability was caused by the sole active negligence or sole willful misconduct of any of the Indemnitees, SERVICE PROVIDER may submit a claim to CITY for reimbursement of reasonable attorneys’ fees and defense costs.

23.3 The review, acceptance or approval of SERVICE PROVIDER’s work or work product by any of the Indemnitees shall not affect, relieve or reduce SERVICE PROVIDER’s indemnification or defense obligations . SERVICE PROVIDER waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by SERVICE PROVIDER pursuant to this Agreement. The provisions of this Section shall not be restricted by and do not affect the provisions of this Agreement relating to Section 24. The SERVICE PROVIDER’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

23.4 SERVICE PROVIDER agrees to pay all required taxes on amounts paid to SERVICE PROVIDER under this Agreement, and to indemnify and hold CITY harmless from any and all taxes, assessments, penalties, and interest asserted against CITY by reason of the independent contractor relationship created by this Agreement. SERVICE PROVIDER shall be solely responsible for, and shall save CITY harmless from, all matters relating to the payment of SERVICE PROVIDER’s 9 of 32
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subcontractors, material suppliers, directors, officers, employees, agents and representatives, including compliance with social security requirements, federal and State income tax withholding, and all other regulations governing employer - employee relations, as applicable. CITY shall have the right to offset against the amount of any compensation due to SERVICE PROVIDER under this Agreement any amount due to CITY from SERVICE PROVIDER as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

24. INSURANCE.

25. LIVING WAGE REQUIREMENTS.

26. PREVAILING WAGE REQUIREMENTS.

26.1. Application. The payment of State prevailing wages as designated for Ventura County shall apply to public works projects. However, this section shall not apply to work performed on a public works project of twenty -five thousand dollars ($25,000) or less when the project is for construction, alteration, demolition, installation, or repair work; or to work performed on a public works project of fifteen thousand dollars ($15,000) or less when the project is for maintenance work.

Prevailing wages are required to be paid to all workers, including subcontracted employees.

26.2. Compliance with California Department of Industrial Relations (DIR).

To determine if this Agreement is subject to compliance monitoring and enforcement, go to:
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https://www.dir.ca.gov/Public-Works/PublicWorksSB854FAQ.html

27. CONFLICT OF INTEREST

28. IRAN CONTRACTING ACT

29. SUBCONTRACTING.

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If CONSULTANT requires the assistance of a subcontractor to render any services under this agreement, Consultant shall obtain prior written consent from the City before a subcontractor performs any service pursuant to this Agreement. All subcontractors shall be identified in the scope of work attached to this Agreement as Exhibit A. CONSULTANT is fully responsible for satisfactory completion of all its subcontractors’ work. All subcontractors shall be properly licensed and insured; and bonded, if applicable.

30. DISPUTES.

31. DISPUTE RESOLUTION.

32. AUDIT.

CITY shall have the option of inspecting, auditing and/or reproducing all records and other written materials: used by SERVICE PROVIDER in preparing its billings to CITY as a condition precedent to any payment to SERVICE PROVIDER; or for other purposes relating to the Agreement. SERVICE PROVIDER will promptly furnish all documents requested by CITY. Additionally, if this Agreement is in excess of $10,000, the State Auditor may examine and audit SERVICE PROVIDER for a period of 3 years after final 12 of 32
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payment under the Agreement. Regardless of whether a State audit is permitted, SERVICE PROVIDER shall maintain and preserve all such records for a period of at least 3 years after final payment under the Agreement or until an audit has been completed and accepted by CITY, whichever occurs later. SERVICE PROVIDER shall maintain all such records in CITY or to promptly reimburse CITY for all reasonable costs incurred in conducting the audit at a location other than in CITY, including but not limited to expenses for personnel, salaries, private auditor, travel, lodging, meals and overhead. SERVICE PROVIDER shall include a copy of this Section in all contracts with its subcontractors, and SERVICE PROVIDER shall be responsible for immediately obtaining those records or other written material from its subcontractors upon a request by the State Auditor and/or CITY.

33. ADVERTISING AND PUBLICITY

34. NONDISCRIMINATORY EMPLOYMENT.

SERVICE PROVIDER shall not unlawfully discriminate against any individual based on race, color, religion or religious creed, national origin, ancestry, ethnic group identification, primary language, physical disability, mental disability, medical condition, genetic information, marital status, gender, gender identity, gender expr ession, sex, sexual orientation, age, immigration status, citizenship or military and veteran status.

35. FORCE MAJEURE.

36. GOVERNING LAW.

37. SEVERABILITY.

38. INTEGRATED AGREEMENT.

39. NO THIRD-PARTY BENEFICIARY.

This Agreement shall not be construed to be an agreement for the benefit of any third-party or parties, and no third party or parties shall have any claim or right of action under this Agreement.

40. AUTHORITY TO EXECUTE.

Each Party hereto expressly warrants and represents that through its Desi gnated Representative it has the authority to execute this Agreement on behalf of its corporation, partnership, business entity, or governmental entity, and warrants and represents that the Designated Representative has the authority to bind each Party to the performance of its obligations hereunder.

41. EXECUTION – COUNTERPARTS.

42. INCONSISTENT OR CONFLICTING TERMS.

In the event of any contradictions or inconsistencies between any attached documents or exhibits incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control. Any exhibit that is attached 14 of 32
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and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the CITY are not binding upon the CITY’s Designated Representative unless specifically agreed to in writing, and initiated by CITY’s Designated Representative, as to each additional contractual term or condition.

43. ACKNOWLEDGEMENT.

[Signatures on next page]

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In
witness whereof, the Parties have entered into this Agreement effective on the date as written in section 3 and upon signature of all Parties.

ITY OF OXNARD UNIVAR SOLUTIONS USA LLC
☐John C. Zaragoza, Mayor1 Date Joe Serna, Vice President Date ☐Jennifer Yates, 2
P
urchasing Manager
Bill Jones, Vice President3 Date
A
TTEST:

Rose Chaparro, CITY Clerk Date
(only if Mayor signs)
APPR
OVED AS TO FORM:

Stephen M. Fischer, CITY Date
Attorney (always required)
1 The City Council must authorize and the Mayor must execute any agreement over $200,000. 2 The Purchasing Agent may execute any authorized agreement up to $200,000. 3 The City requires the following for any contract:
● For a corporation, the signatures of the Board President, CEO or Vice President and of the Board Secretary, Assistant Secretary, CFO or Assistant Treasurer;
● For an LLC, the signatures of at least two managers of the LLC (company directors, not lower-level managers); or ● For a partnership, the signature of a partner. If the partnership is a limited partnership, the signer must be a general partner.

EXHIBIT A

TRADE SERVICE AGREEMENT
(CITY of Oxnard and Univar Solutions USA LLC)

SCOPE OF SERVICES

City Project Managers:

Water Campus and Blending Station No. 3: Chris Peyton 805-385-8111 [email protected] Advanced Water Purification Facility: Mike Love 805-385-8342 [email protected]

SUPPLIER SPECIFICATIONS & GENERAL REQUIREMENTS

Hoses, fittings and appurtenant equipment shall be provided by Supplier and be free of leaks.
f. Unloading: Unloading shall be done in accordance with the following:
i. Shall be done in a safe manner by delivery driver in the presence of a plant operator.
ii. Appropriate personal protective equipment (PPE) clothing shall be worn, and industry safety practices and procedures followed explicitly at all times. iii. Delivery driver must present chemical manifest
iv. Deliver driver may be required to capture a sample of the product from the delivery tank in order for a plant operator to do a visual inspection. 17 of 32
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v. Delivery driver to be able to provide proof of tank and hose inspections prior to delivery demonstrate that all components are in proper working order. g. Refusal of Delivery: City may refuse delivery of product at no penalty to the City if:
i. Product does not match the specific gravity.
ii. If there is debris in the sample from the delivery truck. iii. Supplier is non compliant with industry standard safety practices and procedures.
iv. Failure of Supplier to wear proper PPE while making chemical transfers.

Copies of weight master’s certificates shall be provided with delivery. i. Other: Agency may require Supplier to furnish an affidavit stating product complies fully with this specification, a certified analysis of the product delivered, and/or the preventative maintenance schedule of delivery truck’s unloading compressor. j. Deliveries to the following locations as required:
● City of Oxnard Advanced Water Purification Facility, 5700 Perkins Road, Oxnard CA,
● City of Oxnard Water Campus, 251 South Hayes Avenue, Oxnard, CA ● City of Oxnard Blending Station No. 3, 1700 Solar Drive Oxnard, CA

2.0 Quantity
Exact quantities may vary from the estimates given, and may be increased or decreased to meet the agency's requirements. No minimum is guaranteed.

3.0 Invoicing
A separate invoice shall be provided for each delivery during contract period.

4.0 Specification
Supplier shall bring apparent error or omissions to City’s attention

5.0 Chemical Specification for the following locations:

Water Campus located at 251 South Hayes Avenue
Blending Station No. 3, located at 1700 Solar Drive, Oxnard, California 93030

a) Sodium Hydroxide (Caustic Soda) 25%: Estimated annual quantity is 79,000 gallons. Solution should be approximately 25% (NaOH), suitable for potable water treatment (NSF approved).

Advanced Water Purification Facility, located at 5700 Perkins Road, Oxnard, CA 93033.
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a) Sodium Hydroxide 25%: Estimated annual quantity is 15,000 gallons. Solution shall be suitable for water treatment. Sodium hydroxide shall comply with ANSI/AWWA Standard B501-98 or most current standard. Delivery by bulk tank. b) Liquid Lime: Estimated annual quantity 140,000 gallons. Product must meet ANSI/NSF Standard 60 for production of drinking water with RO.

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EXHIBIT B

TRADE SERVICE AGREEMENT
(CITY of Oxnard and Univar Solutions USA LLC)

SCHEDULE OF COMPENSATION

Water Campus & Blending Station No. 3
Chemical
Approximate
Annual Qty
(gallons)
Average # of
deliveries
Average
delivery load
(gallons)
Unit Price
per gallon
Sodium Hydroxide (Caustic Soda)
25% 79,000 2x per month 4,000 $1.0765

Advanced Water Purification Facility (AWPF)
Chemical
Approximate
Annual Qty
(gallons)
Average # of
deliveries
Average
delivery load
(gallons)
Unit Price per
gallon
Sodium Hydroxide 25% 15,000 1x per year 3,000 $1.7065
Liquid Lime, Neutralac SLS45 140,000 13 x per year 3,900 $ 2.02

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EXHIBIT C

TRADE SERVICES AGREEMENT
(CITY of Oxnard and Univar Solutions USA LLC)

INSURANCE REQUIREMENTS

[See next pages]

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INSURANCE REQUIREMENTS FOR VENDORS
(WHO DELIVER, INSTALL OR MAINTAIN PRODUCTS)

a. Commercial General Liability Insurance, including Contractual Liability, in an amount not less than $1,000,000 combined single limit for bodily injury and property damage for each claimant for general liability with coverage equivalent to Insurance Services Office Commercial General Liability Coverage (Occurrence Form CG 0001). If a general aggregate limit is used, that limit shall app ly separately to the project or shall be twice the occurrence amount;

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INSTRUCTION FOR SUBMITTING INSURANCE CERTIFICATES AND ENDORSEMENT FORMS

Certificates of Insurance

The sample accord form on the following page is provided to facilitate your preparation and submission of certificates of insurance. You may use this or any industry form that shows coverage as broad as that shown on the attached sample. Please note the certificate holder address must be as shown on the attached sample accord form with the contract number and insurance exhibit identification information completed. Improperly addressed certificates may delay the contract start- up date because the City’s practice is to return unidentifiable insurance certificates to the insured for clarification as to the contract number. Cancellation provisions must be endorsed to the policy. Modifying the certificate does not change coverage or obligate the carrier to provide notice of cancellation.

Endorsement Forms

INS-I.doc

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SAMPL

ACORD CERTIFICATE OF INSURANCE ISSUE DATE (MM/DD/YY)

PRODUCER

CODE SUB-CODE

COMPANIES AFFORDING INSURANCE COVERAGE

INSURED

COMPANY

LETTER A SPECIFY COMPANY NAMES IN THIS SPACE

COMPANY

LETTER B

COVERAGES

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY

CO
LTR

TYPE OF INSURANCE

POLICY NUMBER

POLICY EFFECTIVE

DATE (MM/DD/YY)

POLICY EXPIRATION

DATE (MM/DD/YY)

LIMITS

GENERAL LIABILITY
[x] COMMERCIAL GENERAL LIABILITY
[x] CLAIMS MADE [x] OCCUR.
[x] OWNER'S & CONTRACTOR'S PROT.

GENERAL AGGREGATE $1,000,000
PRODUCTS COMP/OP AGG. $1,000,000
PERSONAL & ADV. INJURY $1,000,000
EACH OCCURRENCE $1,000,000
FIRE DAMAGE (Any one fire) $
MED. EXPENSE (Any one person) $

AUTOMOBILE LIABILITY
[x] ANY AUTO

ALL OWNED AUTOS

SCHEDULED AUTOS

HIRED AUTOS

NON-OWNED AUTOS

GARAGE LIABILITY

COMBINED SINGLE $1,000,000
LIMIT
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $

EXCESS LIABILITY

UMBRELLA FORM

OTHER THAN UMBRELLA FORM

EACH OCCURRENCE $
AGGREGATE $

WORKERS' COMPENSATION
AND

EMPLOYERS' LIABILITY

STATUTORY LIMITS
EACH ACCIDENT $1,000,000
DISEASE-POLICY LIMIT $1,000,000
DISEASE-EACH EMPLOYEE $1,000,000

OTHER

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS

CERTIFICATE HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER

NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.

AUTHORIZED REPRESENTATIVE

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GENERAL LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)

SUBMIT IN DUPLICATE
ENDORSEMENT NO.

ISSUE DATE (MM/DD/YY)

PRODUCER

POLICY INFORMATION:

Insurance Company:

Policy No.:

Policy Period: (from) (to)
LOSS ADJUSTMENT EXPENSE Included in Limits
In Addition to Limits
Telephone:

Deductible Self-Insured Retention (check which) of $ with an Aggregate of $ applies to
coverage. Per Occurrence Per Claim (which)

NAMED INSURED

APPLICABILITY This insurance pertains to the operations, products and/or tenancy of the named insured under all written agreements and permits in force with the City unless checked here in which case only the following specific agreements and permits with the City are covered:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE

GENERAL LIABILITY
COMMERCIAL GENERAL LIABILITY
COMPREHENSIVE GENERAL LIABILITY
OWNERS & CONTRACTORS PROTECTIVE

Claims Made
Retroactive Date
Occurrence

OTHER PROVISIONS

COVERAGES

LIABILITY LIMITS IN THOUSANDS $
EACH

OCCURRENCE

AGGREGATE

GENERAL
PRODUCTS/COMPLETED OPERATIONS
PERSONAL & ADVERTISING INJURY
FIRE DAMAGE

Underwriter=s representative for claims pursuant to this insurance.

CLAIMS:

Name:

Address:

Telephone: ( )

In consideration of the premium charged and notwithstanding any inconsistent statement in the policy to which this endorsemen t is attached or any endorsement now or hereafter attached thereto, insurance company agrees as follows:

INSURED. The City, its officers, agents, employees and volunteers are included as insureds with regard to liability and defense of sui ts arising from the operations, products and activities performed by or on behalf of the named insured.

CONTRIBUTION NOT REQUIRED. As respects: (a) work performed by the named insured for or on behalf of the City; or (b) products sold by the named insured to the City; or (c) premises leased by the named insured from the City, the insurance afforded by this policy shall be primary insurance as r espects the City, its officers, agents, employees or volunteers; or stand in an unbroken chain of coverage excess of the named insured’s scheduled underlying primary coverage. In either event, any other insurance maintained by the City, its officers, agents, employees or volunteers shall be in excess of this insurance and shall not cont ribute with it.

SEVERABILITY OF INTEREST. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company ’s limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:

Insurance Services Office Commercial General Liability Coverage, “occurrence” form CG0001; or If excess, affords coverage which is at least as broad as the primary insurance form CG0001.

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, conditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter

I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed

SUBMIT IN DUPLICATE
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AUTOMOBILE LIABILITY SPECIAL ENDORSEMENT
FOR THE CITY OF OXNARD (the “City”)
ENDORSEMENT NO.

ISSUE DATE
(MM/DD/YY)
PRODUCER POLICY INFORMATION:

Insurance Company:

Policy No.:

CITY AGREEMENTS/PERMITS

TYPE OF INSURANCE OTHER PROVISIONS
COMMERCIAL AUTO POLICY
BUSINESS AUTO POLICY
OTHER
LIMIT OF LIABILITY CLAIMS: Underwriter’s representative for claims pursuant to this insurance.

Name:

Address:

Telephone: ( )

$ per accident, for bodily injury and property damage.

PROVISIONS REGARDING THE INSURED’S DUTIES. Any failure to comply with reporting provisions of the policy or breaches or violations of warrant ies shall not affect coverage provided to the City, its officers, agents, employees or volunteers.

SCOPE OF COVERAGE. This policy, if primary, affords coverage at least as broad as:

Except as stated above nothing herein shall be held to waive, alter or extend any of the limits, c onditions, agreements or exclusions of the policy to which this endorsement is attached.

ENDORSEMENT HOLDER

CITY OF OXNARD ℅ Evident ID, Inc.
8520 Allison Pointe Blvd. Ste 223
PMB 5210
Indianapolis, Indiana 462500-4299 US

AUTHORIZED REPRESENTATIVE
Broker/Agent Underwriter

I (print/type name), warrant that I have authority to bind the above-mentioned insurance company and by my signature hereon do so bind this company to this endorsement.

Signature
(original signature required)

Telephone: ( ) Date Signed

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Agreement No. 32500011

EXHIBIT D

TRADE SERVICES AGREEMENT
(CITY of Oxnard and Univar Solutions USA LLC)

LIVING WAGE POLICY

C. If SERVICE PROVIDER fails to compensate s uch employee pursuant to the Living Wage Policy, the City Manager or designee shall terminate this Agreement on written notice to SERVICE PROVIDER, effective immediately.

CITY OF OXNARD LIVING WAGE REQUIREMENTS
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EFFECTIVE JULY 1, 2023

SERVICE PROVIDER shall compensate any employee of SERVICE PROVIDER who provides services under this Agreement in accordance with the Living Wage Policy, attached hereto and incorporated herein by reference as Exhibit D. While this Agreement is in effect, SERVICE PROVIDER shall pay such employee no less than $18.89 per hour for each hour that such employee provides services under this Agreement. This hourly rate shall be adjusted on July 1, 202 4, and each July 1 thereafter, according to the percentage change in the Consumer Price Index, all items, prepared by the Bureau of Labor Statistics for the Los Angeles area relating to all urban consumers (CPI-U), index base 1982-84=100, comparing May of the previous year to May of the current year. In addition, whil e this Agreement is in effect, SERVICE PROVIDER shall provide to such employee no less than 96 hours of paid leave per calendar year.

EXHIBIT E

TRADE SERVICES AGREEMENT
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Agreement No. 32500011
(CITY of Oxnard and Univar Solutions USA LLC)

PREVAILING WAGE

3. SERVICE PROVIDER is required to post job site notices, as prescribed by regulation. See Labor Code Section 1771.4(a)(2).

7. SERVICE PROVIDER may not be debarred or suspended throughout the Agreement Term pursuant to Labor Code Section 1777.1 or 1777.7. If he, she or it 29 of 32
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Agreement No. 32500011
becomes debarred or suspended in the Agreement Term, SERVICE PROVIDER must immediately notify CITY.

9. SERVICE PROVIDER acknowledges that 8 hours labor constitutes a legal day’s work. SERVICE PROVIDER shall comply with and be bound by Labor Code Section 1810.

11. The Project listed in the Agreement is subject to compliance monitoring and enforcement by the DIR.

12. SERVICE PROVIDER shall be responsible for each and every one of its subcontractors’ compliance with Chapter 1, the DIR’s rules and regulations, and Labor Code Sections 1860 and 3700. SERVICE PRO VIDER shall include in the written contract between it and each subcontractor a copy of, and a requirement that each subcontractor shall comply with, those statutory provisions. SERVICE PROVIDER shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractors’ compliance, including without limitation, conducting a periodic review of the certified payroll records of each subcontractor, and upon becoming aware of the failure of the subcontractor to pay its workers the specified prevailing rate of wages, SERVICE PROVIDER shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent, SERVICE PROVIDER shall hold harmless, defend (with counsel approved by the City Attorney) and indemnify CITY, its legislative bodies, and its officials, officers, employees and agents from any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Service Provider, its subcontractors, and each of their officials, officers, employees and agents) in 30 of 32
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Agreement No. 32500011
connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all attorneys’ fees and other related costs. All duties of SERVICE PROVIDER under this Section shall survive Agreement termination.

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EXHIBIT F

TRADE SERVICES AGREEMENT
(CITY of Oxnard and Univar Solutions USA LLC)

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of

Company Name/Financial Institution (printed): Federal ID Number (or n/a):

By (Authorized Signature):

Printed Name & Title of Person Signing: Date Executed

Executed in the County of in the State of

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Public Works and Transportation Committee, May 14, 2024 City Council, June 4, 2024
Tim Beaman, PE
Interim Assistant Director of Public Works
Agreements for the Supply and Delivery of
Chemicals to Water, Wastewater, and Recycled
Water Facilities
237
RECOMMENDATION 2
That the Public Works and Transportation Committee recommend that the City Council approve and authorize the Mayor to execute the following Agreements for the supply and delivery of chemicals to Water, Wastewater, and Recycled Water Facilities, each with the initial agreement term ending June 30, 2025, after which each Agreement may be extended for four additional one-year terms with a fully extended final term ending on June 30, 2029:

1. Agreement 32500003 with JCI Jones Chemicals Inc., in the amount not to exceed $4,525,000, for the supply and delivery of Sodium Hypochlorite and Sodium Bisulfite;

2. Agreement 32500004 with Northstar Chemical, in the amount not to exceed $2,925,000, for the supply and delivery of Citric Acid, Sulfuric Acid, and Sodium Hydroxide;
238
RECOMMENDATION 3

3. Agreement 32500005 with Pencco, Inc., in the amount not to exceed $7,100,000, for the supply and delivery of Ferric Chloride and Ferrous Chloride;

4. Agreement 32500008 with King Lee Chemical Co., in the amount not to exceed $1,900,000 for the supply and delivery of Antiscalant;

5. Agreement 32500009 with Aquapulse Chemicals, LLC, in the amount not to exceed $900,000, for the supply and delivery of Hydrogen Peroxide;

6. Agreement 32500010 with Hill Brothers Chemical Company, in the amount not to exceed $150,000, for the supply and delivery of Aqueous Ammonia; and

7. Agreement 32500011 with Univar Solutions USA, Inc., in the amount not to exceed $2,300,000, for the supply and delivery of Sodium Hydroxide and Liquid Lime.
239
RECOMMENDATION 4
That the City Council approve and authorize the Mayor to execute the following Agreements for the supply and delivery of chemicals to Water, Wastewater, and Recycled Water Facilities, each with the initial agreement term ending June 30, 2025, after which each Agreement may be extended for four additional one-year terms with a fully extended final term ending on June 30, 2029:

1. Agreement 32500003 with JCI Jones Chemicals Inc., in the amount not to exceed $4,525,000, for the supply and delivery of Sodium Hypochlorite and Sodium Bisulfite;

2. Agreement 32500004 with Northstar Chemical, in the amount not to exceed $2,925,000, for the supply and delivery of Citric Acid, Sulfuric Acid, and Sodium Hydroxide;
240
RECOMMENDATION 5

3. Agreement 32500005 with Pencco, Inc., in the amount not to exceed $7,100,000, for the supply and delivery of Ferric Chloride and Ferrous Chloride;

4. Agreement 32500008 with King Lee Chemical Co., in the amount not to exceed $1,900,000 for the supply and delivery of Antiscalant;

5. Agreement 32500009 with Aquapulse Chemicals, LLC, in the amount not to exceed $900,000, for the supply and delivery of Hydrogen Peroxide;

6. Agreement 32500010 with Hill Brothers Chemical Company, in the amount not to exceed $150,000, for the supply and delivery of Aqueous Ammonia; and

7. Agreement 32500011 with Univar Solutions USA, Inc., in the amount not to exceed $2,300,000, for the supply and delivery of Sodium Hydroxide and Liquid Lime.
241
BACKGROUND - WATER 6
• The Water Division utilizes three sources of water to serve its potable water customers
• Groundwater from the City’s wells
• Groundwater delivered by United Water Conservation District (UWCD)
• Surface water delivered by Calleguas Municipal Water District (CMWD)
• The Water Division utilizes the following chemicals:
• Sodium hydroxide solution - pH balance
• Sodium hypochlorite - disinfection
• Aqueous ammonia - disinfection
• Antiscalant - membrane treatment
242
BACKGROUND - WASTEWATER 7
• The Oxnard Water Resource Recovery Facility (WRRF)
provides primary and secondary wastewater treatment
• Primary treatment consists of tanks to remove inorganic material and heavy solid materials
• Secondary treatment consists of biological treatment and settling tanks to remove soluble organics
• The WRRF utilizes the following chemicals
• Sodium hydroxide - odor control
• Ferric chloride - primary treatment and odor control
• Ferrous chloride - odor control along major sewer pipelines • Sodium hypochlorite - disinfection
• Sodium bisulfite - dechlorination
243
BACKGROUND - RECYCLED WATER 8
• Recycled water is produced by membrane filtration,
reverse osmosis followed by advanced oxidation and
disinfection to remove dissolved organics, minerals, and viruses
• The following chemicals are utilized:
• Sulfuric acid solution - pH control
• Hydrogen peroxide - disinfection
• Antiscalant - membrane treatment
• Liquid Lime - PH adjustment
• Sodium hydroxide, sodium hypochlorite, sodium bisulfite, and citric acid solutions for microfiltration and reverse osmosis membrane cleaning
244

DISCUSSION
• The Purchasing Department released Request for
Proposal (RFP) PW 24-73 for Chemical Supply and
Delivery Services for the Water, Wastewater, and Recycled Water Facilities
• Released January 16, 2024
• Due date February 13, 2024
• RFP PW 24-73 received a total of eleven (11) proposals from the following vendors:
9 Aquapulse Chemicals, LLC Chemrite, Inc. HASA, Inc.

Hill Brothers Chemical
Company
JCI Jones Chemicals Inc. Kemira Water Solutions,
Inc.

King Lee Chemical Co. Northstar Chemical Pencco, Inc.

Catalyst Solutions, Inc. Univar Solutions USA, Inc.
245
• The proposals were reviewed by:
• Purchasing Division (Buyer),
• Wastewater Division (Ops Manager, Chief Plant Operator, Sr.

Admin Services Analyst),
• Water Division (Ops Manager, AWPF Ops Manager)
• A determination of the previously recommended vendors to be the highest ranked proposers based on scoring the
following scoring criteria:
• Vendor’s overall responsiveness/ completeness of proposal • Qualification/ experience
• History of providing the requested services
• Past record of performance
• Cost
DISCUSSION 10
246
DISCUSSION 11
Water Wastewater Recycled Water
Vendor Chemical Vendor Chemical Vendor Chemical
Hill Brothers Aqueous
Ammonia Pencco Ferric Chloride Northstar Citric Acid
Sulfuric Acid
Univar Sodium
Hydroxide JCI Sodium
Hypochlorite Univar Sodium
Hydroxide
JCI Sodium
Hypochlorite Northstar Sodium
Hydroxide JCI Sodium
Hypochlorite
King Lee Antiscalant JCI Sodium
Bisulfite JCI Sodium
Bisulfite
Pencco Ferrous
Chloride Aquapulse Hydrogen
Peroxide
King Lee Antiscalant
Univar Liquid Lime
Awarded Vendors/ Chemicals
247

FINANCIAL IMPACT
• Cost for these agreements are included in the Proposed Fiscal Year 2024-25 Budget for City Council’s
consideration
• The Water and Wastewater divisions shall pay for chemical costs on an as-needed basis
• Payment shall be made when chemicals are delivered and there will be no guaranteed spending amounts throughout the agreement
12 248
End of Presentation
249

PUBLIC WORKS AND TRANSPORTATION COMMITTEE

AGENDA REPORT

REPORTS
AGENDA ITEM NO. D.2

DATE: May 14, 2024

TO: Public Works and Transportation Committee

FROM: Michael Wolfe, Public Works Director, (805) 385-8055, [email protected]

SUBJECT: Wastewater Division General Update Presentation. (10 minutes)

RECOMMENDATION

That the Public Works and Transportation Committee receive and file a Wastewater Division general update presentation.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/v7bGJFXn9PM

BACKGROUND

See the attached presentation that includes the following topics:

1. Previous Wastewater Treatment Plant Condition

2. Phase 1 - Emergency Repairs Review

3. Phase 2 - Reliability Project Update

4. Phase 3 - Reliability and Optimization

5. Additional Projects

6. General Updates
a. Naming
b. NPDES Permit
c. Rate Study
d. Research and monitoring
e. Beyond 5 years

STRATEGIC PRIORITIES

FINANCIAL IMPACT

There is no financial impact on the receiving and filing of this Wastewater Division general update.

250
Prepared by: Timothy Beaman, Supervising Civil Engineer

ATTACHMENTS

1. Presentation

251
Public Works and Transportation Committee
May 14, 2024
Tim Beaman, PE
Interim Assistant Director of Public Works

WASTEWATER DIVISION

GENERAL UPDATE
252
RECOMMENDATION 2
That the Public Works and Transportation Committee receive and file a Wastewater Division general update presentation. 253
BACKGROUND 3
• Deferred maintenance
• Funding issues
• Failing equipment
• Odor complaints
• 2016 Integrated Master Plan
254
PHASE 1 - EMERGENCY REPAIRS - COMPLETE 4
The Wastewater Emergency Repairs Project was completed in 2020 and included major rehabilitation, replacement, or improvements of:
• Solids Processing Improvements
• 4 New Belt Filter Presses and controls
• Fire sprinkler system replacement
• Building Improvements
• Portions of the primary clarifiers
• Chemically Enhanced Primary Treatment (CEPT)
• Laboratory HVAC replacement
• Biotowers Structural Stabilization
• Cogeneration Rehabilitation
Construction: $5M
255
PHASE 2 - RELIABILITY PROJECT - IN CONSTRUCTION 5
The Reliability Project is approximately 40% complete and includes major rehabilitation, replacement, or improvements of:
• Headworks
• Main Electrical Building
• Maintenance Storage Building
• Motor Control Center
• Site Security
• Digester No. 2
• SCADA
• Site Civil
• Sewer & Pump Stations
Design: $5.5M; Construction: $55M; Contingency: $5.5M; CM: $4.5M 256
PHASE 2 - RELIABILITY PROJECT - HEADWORKS 6
257
PHASE 2 - RELIABILITY PROJECT - HEADWORKS 7
258
PHASE 2 - RELIABILITY PROJECT - MAIN ELECTRICAL 8
Drone Video and or picture
259
PHASE 2 - RELIABILITY PROJECT - MAIN ELECTRICAL 9
260
PHASE 2 - RELIABILITY PROJECT - MAIN ELECTRICAL 10
Drone Video and or picture
261
PHASE 2 - RELIABILITY PROJECT - STORAGE BUILDING 11
262
PHASE 2 - RELIABILITY PROJECT - STORAGE BUILDING 12
263
PHASE 2 - RELIABILITY PROJECT - SECURITY IMPROVEMENTS 13 264
PHASE 2 - RELIABILITY PROJECT - DIGESTER #2 14
265
PHASE 2 - RELIABILITY PROJECT - DIGESTER #2 15
266
PHASE 2 - RELIABILITY PROJECT - DIGESTER #2 16
267
PHASE 2 - RELIABILITY PROJECT - DIGESTER #2 17
268
PHASE 2 - RELIABILITY PROJECT - DIGESTER #2 18
269
PHASE 2 - RELIABILITY PROJECT - CURRENT 19
270
PHASE 2A - IN DESIGN (95% COMPLETE) 20
Primary Clarifiers
Improvements
• Odor control
• Structural
improvements
• Mechanical equipment
replacement
• Building Improvements
(Roof Replacement)
• Replacement of
underground piping
271
PHASE 2A - IN DESIGN (95% COMPLETE) 21
Activated Sludge Tanks Improvements
• Structural improvements
• Aeration system replacement
• Treatment process improvements
• Automated controls
Design: $1.5M; Construction Cost Estimate: $36-41M
272
• New Interstage Pump
Station (IPS)
• New Effluent Pump
Station (~$14M)
• Bio-tower/ IPS demolition
(~$13.5M)
• Environmentally sensitive
site stormwater
management
• New Administration
Building
PHASE 3A - LIQUID STREAM IMPROVEMENTS - IN PLANNING 22
273
• New solids thickening
facilities
• New Solids Receiving
Station
• Fats, Oils & Grease
• Food waste
• Septage
• Digester improvements
• Equipment
replacement
• Structural
improvements
• Operational
enhancements
PHASE 3B - SOLIDS TREATMENT IMPROVEMENTS - IN PLANNING 23 274
ADDITIONAL PROJECTS - TREATMENT PLANT 24
• Secondary Sedimentation Tanks Mechanical Rehabilitation • In construction• Design: $85k; Construction: $800k; CM:$95k• Headworks Variable Frequency Drive Replacement Project• Advertised for bid• Design: $95k; Construction cost estimate: ~$1.2M• New Maintenance Building• In design• Design:• Outfall Repair• In design• Design: ~$185k 275
ADDITIONAL PROJECTS - COLLECTION SYSTEM 25
• Lift Stations 1, 2, & 30
• In construction
• Design: $115k; Construction: $3M; CM:$285k
• Eastern Trunk Manhole Rehabilitation and Replacement
• Advertised for bid
• Design: $150k
• Ventura and Rice Road Gravity Sewer Improvements
• Advertised for bid
• Design: $260k; Construction: ~$
• Central Trunk Gravity Sewer and Lift Station 22
• In design
• Lift Stations 4 & 6
• In planning
276
ADDITIONAL UPDATES 26
• Name Change
• From - Oxnard Wastewater Treatment Plant (OWTP)
• To - Oxnard Water Resource Recovery Facility (WRRF)
• National Pollutant Discharge Elimination System (NPDES) permit renewal
• Wastewater Rate Study
• Pretreatment Program Update
• Updates to Regional Sewer Agreements
• Research - PFAS in biosolids
• Research - Aeration Optimization
• Wastewater Surveillance Testing
• Beyond the 5-year CIP - AWPF Coordination
277

Public Works & Transportation CommitteeMay 14, 2024

Public Works & Transportation Committee
May 14, 2024