Attachment 2Attachment 2CONTRACT SERVICES AGREEMENT BETWEEN THE SOUTH ORANGE COUNTY WASTEWATER AUTHORITY AND OTHER PUBLIC ENTITIES AND PROVIDER FOR THE DELIVERY AND SUPPLY OF SODIUM HYPOCHLORITE TO SOCWA WASTEWATER TREATMENT FACILITIES Attachment 2
Attachment 2
This Agreement is made and entered into this __________ 2025 (“Effective Date”), between on the one hand, the South Orange County Wastewater Authority (“SOCWA”), Santa Margarita Water District(“SMWD”), Moulton Niguel Water District (“MNWD”), El Toro Water District (“ETWD”), City of San Clemente (“CSC”), Irvine Ranch Water District (IRWD), Trabuco Canyon Water District (TCWD), and, on the other hand, JCI JONES INC (“PROVIDER”). For purposes of this Agreement, SOCWA, SMWD, MNWD, ETWD, CSC, IRWD, and TCWD are collectively referred to as “SOCWA Entities” and are individually referred to as an “Agency of the SOCWA Entities” or “Agency”. SOCWA Entities and PROVIDER may be referred to in this Agreement from time to time as “party” or “parties”.
RECITALS
WHEREAS, the SOCWA Entities desire to secure contract services to deliver and supply Sodium Hypochlorite for the referenced treatment facilities; and WHEREAS, PROVIDER represents that it has the necessary equipment, facilities, permits, and skills required to perform the necessary contract services.
NOW, THEREFORE, SOCWA and PROVIDER agree as follows:
SECTION 1 PROVIDER’S CONTRACTED SERVICES
PROVIDER will supply Sodium Hypochlorite to the facilities listed below meeting the Sodium Hypochlorite specifications and per ton price as found in Attachments 1 and 2.
South Orange County Wastewater Authority Facilities
J.B. Latham Treatment Plant
34156 Del Obispo St.
Dana Point, CA 92629
Coastal Treatment Plant
28303 Alicia Parkway
Laguna Niguel, CA 92677
Santa Margarita Water District Facilities
Chiquita Water Reclamation Facility (Chiquita WRF)
28792 Ortega Highway
San Juan Capistrano, CA 92690
Oso Creek Water Reclamation Facility (Oso WRF)
27204 E. La Paz Road
Mission Viejo, CA 92690
Nichols Water Reclamation Facility (Nichols WRF)
33608 Ortega Highway
San Juan Capistrano, CA 92690
Ground Water Recovery Plant
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Moulton Niguel Water District
3A Treatment Plant
26801 Camino Capistrano
Mission Viejo, CA 92691
Regional Treatment Plant
29201 La Paz Road
Laguna Niguel, CA 92677
City of San Clemente
Water Reclamation Plant
380 Avenida Pico
San Clemente, CA 92672
El Toro Water District Facilities
Water Recycling Plant
23542 Moulton Parkway
Laguna Hills, CA 92653
R-1/R-2 Reservoir
24251 Los Aliso Blvd.
Lake Forest, CA 92630
R-6 Reservoir
24251 Los Aliso Blvd.
Lake Forest, CA 92630
Irvine Ranch Water District
Michelson Water Recycling Plant (MWRP)
3512 Michelson Dr.
Irvine, CA 92619
Los Alisos Water Recycling Plant (LAWRP)
22312 Muirlands
Lake Forest, CA 92630
Baker Water Treatment Plant (BWTP)
21082 Wisteria
Lake Forest, CA 92630
Deep Aquifer Treatment System (DATS)
1704 W Segerstrom
Santa Ana, CA 92704
Potable Treatment Plant (PTP)
126 Waterworks Way
Irvine, CA 92612
Wells 21 & 22
1221 Edinger Ave
Tustin, CA 92780
Initial Disinfection Facility (IDF)
2510 S. Susan Street
Santa Ana, CA 92704
Primary Disinfection Facility (PDF)
12915 Halladay Street
Santa Ana, CA 92707
Rattlesnake Reservoir
11997 Jeffrey Road
Irvine, CA 92620
Trabuco Canyon Water District
Robinson Ranch WRP
21397 Heritage Dr.
Trabuco Canyon, CA 92679
Dimension Water Treatment Plant
20904 Dimension Drive
Lake Forest, CA 92630
Provider represents and warrants that it is and will at all times during the performance of this Agreement remain aware of and comply with existing, revised, proposed, and new federal, State of California (“State”) and local rules and regulation (collectively, the “Regulation”) covering its activities in connection with the Contracted Services. Changes in Provider’s practices necessitated by any revision to such Regulations will be brought to the attention of the SOCWA Entities sufficiently in advance of implementation. The SOCWA Entities will not be responsible and have no duty to notify the Provider of any changes in Regulations regarding the operation or permitting of the Provider’s facility or equipment or Provider’s duties and obligations under this Agreement. Changes in any Regulations will not constitute justification for amendments to this Agreement or any alteration or diminution in the duty and responsibility of Provider to provide the required services hereunder.
All equipment utilized in connection with Contracted Services shall be fully licensed by all applicable agencies to operate on the highways of the State and any other states as applicable. Provider shall be responsible for ensuring that all licenses are current. The Provider shall be fully responsible for the proper licensing and training of its personnel. Provider shall produce evidence that Provider has developed programs required under the Omnibus Transportation Employee Testing Act of 1991. Provider shall be required to complete a hazardous materials manifest(s) prior to the transportation of every load to SOCWA facilities.
The Provider shall be responsible for cleaning up and removing all trash, grease, oil and debris that is the result of the specified work. All of the Provider equipment shall be kept clean and shall maintain a neat appearance. Cleaning or servicing of equipment shall not be undertaken at any SOCWA Entities facilities except for emergency repairs. Any spills or discharge at the SOCWA Entities facilities resulting from Provider’s operation will be promptly cleaned up by Provider.
Provider hereby certifies in writing that, to the best of its knowledge, the Provider safety programs and related employee training meets or exceeds all applicable local, State and Federal regulatory requirements for:
Injury and Illness Prevention Program
Emergency Action Plan
Hazard Communication Program
Personal Protective Equipment
In addition, Provider must adhere to all aspects of SOCWA’s Safety Program whenever the Provider or Provider’s field personnel, including any subcontractors of Provider are performing work in and around SOCWA’s treatment facilities. Provider acknowledges that SOCWA has provided, and Provider has received and understands SOCWA’s Safety Program as detailed in Attachment 3, which is incorporated by reference herein.
SECTION 2 TERM OF AGREEMENT
2.1 The term of this Agreement will be from the effective date as first written above until June 30, 2026. SOCWA may extend this Agreement for up to 3 annual periods beyond June 30, 2026 in one-year extension periods, not to exceed four (4) successive annual periods in total, SOCWA shall deliver notice of extension in writing for itself and any SOCWA Entities continuing participation. Price increases, if any, for the extension periods, will be negotiated to the satisfaction of both parties and will not occur at a frequency of more than once per year, coinciding with the anniversary date of the Effective Date. The extension must be agreed upon at least sixty (60) days prior to the termination of the Agreement unless otherwise waived by the Parties.
SECTION 3 COMPENSATION FOR SERVICES
3.1 In consideration for Contracted Services provided under this Agreement, SOCWA Entities agree to compensate CONTRACTOR according to the rates set forth in Attachment 2. The rates of compensation contained therein shall be inclusive of all product, freight, shipping, delivery and other costs of performing the Contracted Services, but excluding sales taxes and fees, which will be paid by SOCWA Entities.
3.2 Taxes and Fees. Applicable taxes and regulatory fees will be applied based on the location of the delivery facility. Applicable taxes and regulatory fees will be itemized and included with each invoice by facility, which will be paid by SOCWA Entities.
3.3 Impacts from Tariffs. The parties acknowledge and agree that tariffs, levies, duties, taxes, or laws/regulations of similar effect (collectively, “Tariffs”) may go into effect after the date hereof, and Vendor has not included the impact of any Tariffs in the Contract pricing. In the event that the cost of producing contracted products escalates prior to the expiration of the Contract Time due to Tariffs, whether such escalation is the result of direct Tariff assessments or the impact of Tariffs on demand and price for internationally or domestically produced chemicals, Vendor shall: (i) inform SOCWA of such escalation and shall provide back-up documentation sufficient to establish and support such escalation; (ii) use commercially reasonable efforts to work with SOCWA to develop mitigation strategies; (iii) be entitled to an increase in the contracted price per gallon to the extent of any substantiated material price escalation, without any markup or overhead increases.
SECTION 4 PAYMENTS FOR SERVICE
4.1 Compensation will be billed by Provider per the SOCWA requested format and will be based upon the actual work performed during the designated time period. Invoices will include delivery date(s), location of delivery and shall be submitted to SOCWA Entities receiving deliveries as set forth in this Agreement. Each Agency of the SOCWA Entities, respectively, will make payment to Provider within thirty (30) calendar days of receipt and approval of the invoices by such Agency, provided all required documentation is attached to such invoices. Each Agency of the SOCWA Entities agrees with the other Agencies of the SOCWA Entities that each shall be responsible for payment of the Contract Services provided by Provider to such Agency’s facilities or plants.
To receive the timely payment of Providers’ s invoices, send billings to:
For Contracted Services rendered for SOCWA Facilities:
email invoices to [email protected]
or mail to: SOCWA - Accounts Payable
34156 Del Obispo Street
Dana Point, CA 92629
Attn: Accounts Payable
Invoice MUST include a PO # for the respective plant where delivery was made.
SOCWA’s Fiscal Year End is June 30th all invoices must be submitted for payment by the 15th of the previous month.
For Contracted Services rendered for SMWD Facilities:
Mail invoices to: SMWD - Accounts Payable
PO Box 7005
Mission Viejo, CA 92690-70
For Contracted Services rendered for MNWD Facilities:
Mail invoices to: MNWD - Accounts Payable
Attention: Purchasing Department
P.O. Box 30203
Laguna Niguel, CA 92607-0203
For Contracted Services rendered for ETWD Facilities:
Mail invoices to: ETWD-Accounts Payable
PO Box 4000
Laguna Hills, CA 92654
For services rendered for the City of San Clemente WRP Facility:
Mail invoices to: City of San Clemente-Attn: Accounts Payable 380 Avenida Pica, Bldg. N
San Clemente, CA 92672
For services rendered for the City of Irvine Ranch Water District Facility:
Mail invoices to : Irvine Ranch Water District
Attn: Accounts Payable
P.O. Box 57000
Irvine, CA 92619-7000
Mail invoices to : Trabuco Canyon Water District
Attn: Accounts Payable
32003 Dove Canyon Dr.
Trabuco Canyon, CA 92679
4.2 Acceptance and payment by the Agency of the SOCWA Entities for Contracted Services furnished hereunder, will not in any way relieve the Provider of its responsibility to provide Contracted Services in strict accordance with Regulations. Neither an Agency of the SOCWA Entities acceptance of, nor payment for any Contracted Services will be construed to operate as a waiver of any rights an Agency may have under this Agreement or of any cause of action or claim arising out of the performance of this Agreement.
SECTION 5 TERMINATION OF AGREEMENT
5.1 If, during the term of this Agreement, SOCWA, SMWD, MNWD, ETWD, TCWD, CSC, IRWD, or TCWD determines that Provider is not faithfully abiding by any term or condition contained herein, any (or all) such agencies (“Affected Agencies”) may notify Provider in writing of such defect or failure to perform. Such notice must allow Provider a ten (10) calendar day period thereafter in which to perform services or cure the deficiency related to the affected Agency’s specified facility within the specified period. After such 10-day period, if the Provider has not satisfactorily performed the services or cured the deficiency, this will constitute a breach of this Agreement, and the affected agency may terminate the Agreement as it applies to such affected Agency by written notice to Provider. At such time, the Provider will be entitled to the reasonable value of its Contracted Services performed from the beginning of the period in which the breach occurs, through the effective date of termination; which shall be offset by the affected Agency’s damages from such breach through the remaining term of the Agreement, including any agreed upon extensions. Notwithstanding this section 5.1, in no event will Provider be entitled to receive in excess of compensation as specified under Section 3 of this Agreement.
5.2 SOCWA may terminate this Agreement for convenience at any time upon 90 days’ written notice to Provider, in which case, SOCWA will pay Provider for all Contracted Services performed and all expenses incurred under this Agreement up to and including the effective date of termination. No compensation will be payable for anticipated profit on unperformed services.
SECTION 6 LIABILITY
6.1 Provider is an independent contractor and not an employee of the SOCWA Entities. No permitted or required approval by any of the SOCWA Entities hereunder or in connection with Provider’s services will be construed as making the SOCWA Entities responsible for the manner in which Provider performs such Contracted Services. Such approvals are intended only to give the SOCWA Entities the right to satisfy themselves with the quality of Contracted Services performed by Provider.
6.2 Provider will indemnify, defend and hold harmless the SOCWA Entities, the member agencies of SOCWA (which include both Agency participants in this Agreement and other SOCWA Member Agencies, and each of their officers, directors, agents and employees (collectively and individually the “Indemnitees”), from and against all claims, demands, losses, damages, costs, expenses, and legal liability arising from, connected with, or resulting from or claimed to have arisen out of, in connection with or resulted from, Provider’s Contracted Services and work hereunder including (a) bodily injury to or death of persons, and personal injury, including but not limited to, third parties and employees, directors and officers of the Indemnitees, Provider, and third parties, and damage or injury to natural resources (b) violation of any Regulations, including but not limited to strict liability imposed by Regulations; (c) and any other claims, demands, losses, damages, costs, expenses, attorneys’ fees and liability connected with or arising from, or as a result of Provider’s Contracted Services or work under this Agreement; excepting only such claims, losses, demands, damages, costs, expenses, attorneys’ fees and liability caused by the sole negligence or willful misconduct of the indemnitees.
Provider Acknowledges that any claim, demands, losses, damages, costs, expenses, and legal liability that arise out or result from or are in any way connected with the release or spill of any hazardous material (as designated under the Regulations), by-Sodium Hypochlorite or residue as a result of the Contracted Services or work performed under this Agreement by Provider are expressly within the scope of this indemnity, and that the costs, expenses, and liability for (a) environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration and remedial work; (b) penalties and fines arising from the violation of the Regulations; and (c) attorneys’ fees, disbursements and other response costs, are all expressly within the scope of this Indemnity.
Provider shall, on the Indemnitee’s request, defend any action, claim or suit asserting a claim covered by this Indemnity clause. Provider shall pay all costs that may be incurred by the indemnitees in enforcing this indemnity, including reasonable attorney’s fees. This indemnity obligation shall survive the termination of this Agreement by any party hereto.
6.2.1 SOCWA shall indemnify MNWD, SMWD, ETWD, CSC, IRWD, and TCWD in their individual entity capacities and not as a member agency of SOCWA, and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from, and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of SOCWA in the performance of this Agreement.
6.2.2 SMWD shall indemnify SOCWA, and its member agencies (excluding SMWD), ETWD, IRWD, TCWD and CSC and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of SMWD in the performance of this Agreement.
6.2.3 CSC shall indemnify SOCWA, and its member agencies (excluding CSC), ETWD, SMWD, IRWD, TCWD and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of CSC in the performance of this Agreement.
6.2.4 ETWD shall indemnify SOCWA, and its member agencies (excluding ETWD), CSC, SMWD, IRWD, and TCWD and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of ETWD in the performance of this Agreement.
6.2.5 MNWD shall indemnify SOCWA, and its member agencies (excluding MNWD), SMWD, ETWD, IRWD, TCWD and CSC and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of SMWD in the performance of this Agreement.
6.2.6 IRWD shall indemnify SOCWA, and its member agencies (excluding IRWD), SMWD, ETWD, TCWD, MNWD and CSC and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of SMWD in the performance of this Agreement.
6.2.7 TCWD shall indemnify SOCWA, and its member agencies (excluding TCWD), IRWD, SMWD, ETWD, and CSC and each of their respective officers, directors, employees and agents against, and shall hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities of any kind that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, governmental entity or agency or other organization arising out of or in connection with the negligence or willful misconduct of SMWD in the performance of this Agreement.
SECTION 7 INSURANCE
7.1 In addition to the requirements set forth below in this Section 7, during the course of the Agreement, Provider will pay for and maintain, in full force and effect, all insurance required by any governmental agency having jurisdiction to require particular insurance of Provider in connection with or related to the services covered under this Agreement.
7.2 Provider will furnish satisfactory proof by certificate or otherwise as may be required by the SOCWA Entities that it has taken out public or commercial liability and property damage insurance naming the SOCWA, its member agencies, MNWD, ETWD, SMWD, IRWD, TCWD and CSC, and each of their directors, officers, agents and employees as additional insureds under such policies, in accordance with the terms of this Agreement (see Section 7.5). Provider shall furnish each individual Agency of the SOCWA Entities herein with certificates of insurance naming each such individual Agency as an additional insured.
7.3 The insurance will be comprehensive in form and cover all indemnity and other contractual obligations set forth in this Agreement, and will insure against (1) claims, loss or damages on account of bodily injury and personal injury, including death resulting therefrom, caused or alleged to have been caused directly or indirectly from the performance or execution of this Agreement or performance of Contracted Services hereunder by Provider, its employees, officers, agents and (2) claims, loss or damages to any property caused or alleged to have been caused directly or indirectly by the performance or execution of the Agreement or performance of the Contracted Services hereunder by Provider, its employees, officers and agents and any subcontractor thereof. Such insurance will also adequately insure against all injury, death, claims, loss, damage or accidents caused by or alleged to have been caused directly or indirectly by the use and operation of automobiles, trucks and/or other mobile or stationary equipment. Provider will maintain worker’s compensation insurance, including occupational disease provisions, under the laws of the State or other state (as applicable) and employer’s liability insurance for the benefit of its employees. All said public or commercial liability and auto liability and other insurance will be for the period of performance under this Agreement and shall be on a per occurrence basis and any and all aggregate amounts, if applicable, must be stated in the certificates provided hereunder. The amounts of coverage of said insurance will not be less that the following:
INSURANCE COVERAGE
AMOUNT PER OCCURRENCE
Aggregate
General Liability- Bodily, Personal Injury; Property Damage $3,000,000
$5,000,000
Auto Liability – Bodily, Personal Injury; Property Damage 1,000,000
$5,000,000
Employers Liability – Bodily Injury by Accident
1,000,000
$5,000,000
Employers Liability – Bodily Injury by Disease
1,000,000
$5,000,000
7.4 Said policies will have a clause providing that thirty (30) calendar days written notice by registered mail will be given to the SOCWA Entities prior to any cancellation or amendment to such policies, Such insurance will be issued and underwritten by insurance companies having at least an A- policyholders rating and financial rating not less than Class VII in accordance with the most current Best’s Rating Guide. The insurance companies shall be admitted and licensed to do business in the State and have an agent for service of process in the State. Provider may satisfy the limit requirements in a single policy or multiple policies, provided, however, that any such additional policies written as excess insurance will not provide any less coverage than that provided by Provider’s first or primary policy. All policies of insurance and certificates of insurance showing compliance with the terms of this Section 7 will be furnished to each Agency of the SOCWA Entities concurrently with Provider’s execution of this Agreement and upon renewal thereafter.
7.5 All of the above policies of insurance shall be primary insurance and shall name “SOCWA, and its member agencies, including but not limited to MNWD, SMWD, MNWD, ETWD, CSC, IRWD, and TCWD and each of their officers, employees, directors and agents” as additional insureds (the Additional Insureds) by endorsements. The insurer shall waive all rights of subrogation and contribution it may have against the Additional Insureds and their respective insurers and the certificates of insurance shall set forth the waiver of subrogation by separate endorsement as necessary. In the event any of said policies or insurance are canceled, Provider shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 7 to each Agency. No work or services under this Agreement shall commence until Provider has provided the SOCWA Entities with certificates of insurance and endorsements and said certificates of insurance and endorsements are approved by the SOCWA Entities.
7.6 In the event Provider subcontracts any portion of the services under this Agreement, the contract between Provider and such subcontractor shall require the subcontractor to maintain the same policies of insurance that Provider is required to maintain pursuant to this Section 7, and to name the Additional insureds under the policies identified above, in accordance with all of the requirements of this Section 7.
7.7 Nothing in the insurance requirements set forth in this Agreement is to be construed as limiting the liability of Provider or Provider’s insurers. Provider agrees that the provisions of Section 7 shall not be construed as limiting in any way the extent to which Provider may be held responsible for the payment of damages or other costs to the SOCWA Entities or to SOCWA members agencies, or any persons or property, resulting from Provider’s activities or the activities of any person or persons for which Provider is otherwise responsible including Provider’s subcontractors.
SECTION 8 ADDITIONAL PROVISIONS
8.1 This Agreement represents the entire understanding of the SOCWA Entities and Provider as to those matters contained herein. No prior oral or written understanding will be of any force or effect with respect to those matters covered hereunder.
8.2 This Agreement may not be modified or altered except in writing signed by all parties. Provider represents and warrants that its Authorized representative, SOCWA’s General Manager or his/her designee has been duly and validly authorized to enter into this Agreement.
8.3 Any notice required or permitted to be given hereunder in not otherwise specified herein may be given or delivered by depositing the same in the United States Post Office, registered or certified, postage prepaid, or by personal service a hand delivery, and addressed to:
To SOCWA: SOCWA
Attn: General Manager
34156 Del Obispo St.
Dana Point, CA 92629
949-234-5430
To Provider: JCI Jones Chemicals, Inc.
Attn: ________________________
1765 Ringling Blvd.
Sarasota, FL 34236
8.4 The Provider shall not assign this Agreement, nor any part thereof, nor any monies due, or to become due hereunder, without prior written consent of the SOCWA Entities. Any assignment by the Provider without the SOCWA Entities’ approval shall be cause for termination of this Agreement at the sole option of the SOCWA Entities. In no event shall any contractual relationship be created between any third party and the SOCWA Entities.
8.5 In the event an action is filed by either party to enforce any rights or obligations under this Agreement, the prevailing party will be entitled to recover all attorney’s fees and court costs, in addition to any other relief granted by the Court.
8.6 This Agreement will be interpreted and enforced in accordance with the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court.
8.7 Each Agency of the SOCWA Entities acknowledges and agrees with the other Agency of the SOCWA Entities that this Agreement is not intended to establish a joint exercise of powers arrangement under and pursuant to laws of the State with respect to the contractual matters hereunder among such agencies; further, MNWD, SMWD, ETWD, IRWD, TCWD and CSC each agree that the existing joint powers agreement establishing SOCWA and the joint powers arrangements established pursuant to that agreement, have no bearing or effect on this Agreement and the application thereof to the MNWD facilities, SMWD facilities, ETWD facilities, IRWD facilities, TCWD facilities, or the CSC WRP.
8.8 This Agreement may be executed in counterparts, each of which shall be deemed an original.
8.9 Neither acceptance of, nor payment for any of the services provided for herein, shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.
8.10 Provider is an independent contractor and not an employee of the SOCWA Entities. Provider is free from the control and direction of the SOCWA Entities in connection with the performance of the work, Provider performs work that is outside the usual course of the SOCWA Entities’ business, and Provider is customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the work performed. To the maximum extent allowable by law, Provider agrees to indemnify, defend and hold harmless SOCWA Entities from any and all liability, damages or losses (including attorneys’ fees, costs, penalties and fines) SOCWA Entities suffer as a result of a third party’s designation of Provider or its employees as an employee of SOCWA Entities, regardless of any actual or alleged negligence by SOCWA Entities.
8.11 If this Agreement involves an expenditure of public funds in excess of Ten Thousand Dollars ($10,000), the Agreement is subject to examination and audit of the State Auditor, at the request of SOCWA Entities or as part of any audit of SOCWA Entities, for a period of three (3) years after final payment under the Agreement. Provider shall cooperate with SOCWA Entities regarding such audit at no charge to SOCWA Entities.
8.12 If any provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written.
SOUTH ORANGE COUNTY WASTEWATER AUTHORITY
BY: _______________________________________________ DATE: ___________________ AMBER BOONE; GENERAL MANAGER
APPROVED AS TO FORM:
SNELL & WILMER
Legal Counsel -SOCWA
BY: _______________________________________________ DATE: ___________________
ADRIANA OCHOA
SANTA MARGARITA WATER DISTRICT
BY: _______________________________________________ DATE: ___________________
GENERAL MANAGER
MOULTON NIGUEL WATER DISTRICT
BY: _______________________________________________ DATE: ___________________
GENERAL MANAGER
CITY OF SAN CLEMENTE
BY: _______________________________________________ DATE: ___________________
CITY MANAGER
EL TORO WATER DISTRICT
BY: _______________________________________________ DATE: ___________________
GENERAL MANAGER
TRABUCO CANYON WATER DISTRICT
BY:_______________________________________________ DATE:___________________
GENERAL MANAGER
IRVINE RANCH WATER DISTRICT
BY:_______________________________________________ DATE:___________________
GENERAL MANAGER
JCI JONES CHEMICALS, INC.
BY: _______________________________________________ DATE: ___________________ TITLE: _____________________________________________
Attachment 1
JCI JONES CHEMICALS, INC.
Product Specification
Sunny So1® 150 (FILTERED)
(PAGES 10 THRU 31 IN PROPOSAL)
Attachment 2
Compensation Rates -Sodium Hypochlorite
Chloro Alkali Products (Sodium Hypochlorite)
12.5% & 5.25% Hypochlorite
Product
Delivery Volume
Sodium Hypochlorite - 12.5%
(501-1000 gals)
$3.2038
gallon
Sodium Hypochlorite - 12.5%
(1001-2000 gals)
$2.4038
gallon
Sodium Hypochlorite - 12.5%
(2001-3000 gals)
$1.9538
gallon
Sodium Hypochlorite - 12.5%
(3001-4000 gals)
$1.7538
gallon
Sodium Hypochlorite - 12.5%
(4001-4500 gals)
$1.6538
gallon
Sodium Hypochlorite - 12.5%
(>4500 gals)
$1.5838
gallon
Sodium Hypochlorite - 5.25%
(>4500 gals)
$1.0538
gallon
Plus, all applicable state and local fees and taxes including applicable charges for split load deliveries of $120.00/stop - after 1 free stop.
Additional Unloading Time $113.00 per hour
Fuel Surcharge Included
Prices do not include applicable sales tax or California Mill Assessment fees.
Attachment 3
SOCWA SAFETY AND ACCIDENT PREVENTION REQUIREMENTS
General: In addition to the requirements set forth in proposal and Contract documents, Vendor, Consultant, or Contractor ("Contractor") shall adhere to the following requirements.
Safety Meeting: Contractor shall meet with personnel from SOCWA's staff before the start of the Agreement. All subcontractors should be present at this meeting. Contractor is responsible for informing all subcontractors of the items discussed at this meeting. This meeting shall occur within five (5) working days of the Notice to Proceed.
Personal Protective Equipment: SOCWA requires, safety glasses, long pants, shirts, and safety toed footwear will be worn on the plant premises and SOCWA job sites. In addition, hard hats, safety glasses, Class 2 safety vest, and safety toed footwear are required on all construction sites and where posted. Other personal protective equipment is required where posted or required by regulation. Face shields and safety goggles shall also be required to be worn when working around pressured chemical systems at connections, disconnections, adjustments, and observations. It is the responsibility of Contractor to inform the delivery truck drivers of this obligation and train them in these requirements. Lack of safety equipment or failure to use safety equipment will be cause for termination of the Agreement.
Regulations: Contractor agrees to conform to all applicable Federal and State Occupational Safety and Health Act (OSHA), California Labor Code, South Coast Air Quality Management District (SCAQMD), and California Hazardous Waste and Federal Department of Transportation regulations. Lack of compliance with applicable regulations may be cause for termination of the Agreement.
SOCWA Policy: Contractor agrees to conform to all applicable SOCWA policies, procedures, and programs. SOCWA policy is more stringent than Cal-OSHA in many instances. Contractor shall be responsible for obtaining applicable SOCWA policies, procedures, and programs from SOCWA. Lack of compliance with applicable SOCWA policies, procedures or programs may be cause for termination of the Agreement.
Plant Speed Limits: The posted speed limit is 15 miles per hour. Violators of the speed limit may have their vehicle banned from the site.
Periodic Safety Meetings: The Contractor agrees to send representatives to periodic Contractor Safety meetings if the Contractor is on-site, or if this Agreement is in effect.
MSDS Sheets: Contractor shall provide SOCWA with Material Safety Data Sheets (MSDS) for all applicable materials before the material is brought on site.
Materials Spill Response Plan: Contractor shall have and maintain an effective materials spill response plan to minimize environmental impacts. Said plan must be forwarded in writing to SOCWA approximately 30 calendar days after the award of the Agreement, and prior to providing scheduled services.
Smoking: Smoking is only allowed in designated areas. Smoking is not allowed in any building, electrically classified area or process area where methane gas may be present. Lack of compliance with SOCWA Smoking policy will be cause for the removal of offending personnel from the site, termination of the Agreement, or both.
Training Certification: When required by regulation, certificates of training shall be maintained on-site for the duration of the activity that requires an employee to be certified. Certificates shall be current. Lack of certificates, when required, will be cause for removal of offending personnel form the site, termination of the Agreement, or both.
Drug-Free Workplace: Employers awarded a contract must adhere to the California Drug-Free Workplace Act, Sections 8350 through 8357.