Agenda packet, joint meeting — City Council and Concurrent Authorities, May 24, 2022 (part 3 of 8)

EXHIBIT 2 902
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.

Verification of Coverage
Contractor shall furnish the City of Stockton with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City of Stockton Risk Services before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Stockton reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Contractor shall, prior to the commencement of work under this Agreement, provide the City of Stockton with a copy of its declarations page(s) and endorsement page(s) for each of the required policies.

Subcontractors
Contractors shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract. Contractor shall include the following language in their agreement with Subcontractors: “Subcontractors hired by Contractor agree to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under the contract documents and provide a valid certificate of insurance and the required endorsements included in the agreement as proof of compliance prior to commencement of any work and to include this same requirement for any subcontractors they hire for this work. A copy of the owner contract document indemnity and insurance provisions will be furnished to the subcontractor upon request.” Contractor shall provide proof of such compliance and verification to the City upon request.

Special Risks or Circumstances
City of Stockton reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Stockton
Attn: City Risk Services
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202
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EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. Goods, Equipment and Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in Exhibit A of the Agreement. Contractor shall provide said services at the time, place and in the manner specified in Exhibit A of the Agreement.

2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Contractor shall, at its sole cost and expense, furnish and maintain all facilities and equipment that may be required for furnishing services pursuant to this Agreement. If applicable, City shall furnish to Contractor only the facilities and equipment listed in Exhibit A to the Agreement.

3. Compensation. City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.

3.1Invoices submitted by Contractor to City must contain a brief description of work performed, time spent and City reference number. Within thirty (30) days of receipt of Contractor’s invoice, City will review invoice, and if acceptable make payment on approved invoice.

3.2 Upon completion of work and acceptance by City, Contractor shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Contractor fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City.

4. Sufficiency of Contractor’s Work. All Contractor services, work, and deliverables shall be performed in a good and workmanlike manner with due diligence in accordance with the degree of skill normally exercised by similar contractors supplying services and work of a similar nature, and in conformance with applicable laws, codes and professional standards. Contractor’s work shall be adequate and sufficient to meet the purposes of this Agreement.

5. Ownership of Work. All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree Contract with Univar Solutions USA for Sodium Bisulfite

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to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

6. Timeliness. Time is of the essence in this Agreement. Further, Contractor acknowledges that the failure of Contractor to comply with the time limits described in Exhibit A and Exhibit F may result in economic or other losses to the City.

7. Changes. Both parties to this Agreement understand that it may become desirable or necessary during the term of this Agreement for City to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. Until the amendment is so executed, City will not be responsible to pay any charges Contractor may incur in performing such additional services, and Contractor shall not be required to perform any such additional services.

8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.

9. Contractor’s Status.

9.1 In performing the obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and Contractor shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Contractor are its agents and employees and are not agents or employees of City. Contractor by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Except as expressly provided in Exhibit A, Contractor has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer or employee of the City is to be considered an employee of the Contractor. It is understood by both Contractor and City that this Agreement shall not be construed or considered under any circumstances to create an employer-employee relationship or a joint venture.

9.2 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's Contract with Univar Solutions USA for Sodium Bisulfite

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control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

9.3 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment or requirements of law shall be determined by the Contractor.

9.4 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel under the terms and conditions of this Agreement.

10. Subcontractor.

10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with City. Contractor shall be responsible for the work of subcontractors, which shall be subject to the provisions of this Agreement. Subcontractors will be provided with a copy of the Agreement and be bound by its terms. Contractor is responsible to City for the acts and omissions of its subcontractors and persons directly or indirectly employed by them.

10.2 If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction, supervision and control of Contractor. All terms of employment including hours, wages working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by Contractor.

10.3 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor’s personnel.

11. Termination.

11.1 Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Contractor. The Agreement shall then be deemed terminated, and no further work shall be performed by Contractor. If the Agreement is so terminated, the Contractor shall be paid for the work actually completed at the time the notice of termination is received.

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11.2 Should either party default in the performance of this Agreement or materially breach any of its provisions, the other party, at that party’s option, may terminate this Agreement by giving written notification to the other party.

11.3 Funding- Non-Appropriation. It is mutually understood between the Parties that payment to the Contractor for performance shall be dependent upon the availability of appropriations by the City Council for the purposes of this Agreement. No legal liability on the part of the City for any payment may arise under this Agreement until funds are made available and until the Contractor has received funding availability, which will be confirmed in writing. If funding for any fiscal year is reduced or deleted, or if the City loses funding for any reason, the City, in its sole discretion, shall have the option to either (a) cause this Agreement to be canceled or terminated pursuant to applicable provisions of the Agreement; or (b) offer to amend the Agreement to reflect the reduced funding for this Agreement.

12. Non-Assignability. The Contractor shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Contractor shall be solely responsible for reimbursing subcontractors.

13. Indemnity and Hold Harmless. To the fullest extent permitted by law, Contractor shall hold harmless, defend at its own expense, and indemnify the City of Stockton, its officers, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney’s fees, arising from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from the City of Stockton’s sole negligence or willful acts. The duty to defend and the duty to indemnify are separate and distinct obligations. The indemnification obligations of this section shall survive the termination of this agreement.

14. Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit B to this Agreement and shall otherwise comply with the other provisions of Exhibit B to this Agreement.

15. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.

16. Conformance to Applicable Laws. Contractor shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Contractor shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.

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17. Licenses, Certifications and Permits. Prior to the City’s execution of this Agreement and prior to the Contractor’s engaging in any operation or activity set forth in this Agreement, Contractor shall obtain a City of Stockton business license, which must be kept in effect during the term of this Agreement. Contractor covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement. Such licenses, certificates and permits shall be maintained in full force and effect during the term of this Agreement.

18. Records and Audits. Contractor shall maintain all records regarding this Agreement and the services performed for a period of three (3) years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit. To the extent Contractor renders services on a time and materials basis, Contractor shall maintain complete and accurate accounting records, in a form prescribed by City or, if not prescribed by City, in accordance with generally accepted accounting principles, such records to include, but not be limited to, payroll records, attendance cards, time sheets, and job summaries.

19. Confidentiality. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

20. Conflicts of Interest. Contractor covenants that other than this Agreement, Contractor has no financial interest with any official, employee or other representative of the City. Contractor and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of Contractor’s services under this Agreement. If such an interest arises, Contractor shall immediately notify the City.

21. Waiver. In the event either City or Contractor at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation. No payment, partial payment, acceptance, or partial acceptance by City shall operate as a waiver on the part of City of any of its rights under this Agreement.

22. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue for all claims in the Superior Court of the County of San Joaquin, Stockton Branch or, where applicable, in the Federal District Court of California, Eastern District, Sacramento Division.

23. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.

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24. Severability. If any portion of this Agreement or application thereof to any person or circumstance shall be declared invalid by a court of competent jurisdiction or if it is found in contravention of any federal, state or city statue, ordinance or regulation the remaining provisions of this Agreement or the application thereof shall not be invalidated thereby and shall remain in full force and effect to the extent that the provisions of this Agreement are severable.

25. Non-Discrimination. During the performance of this Agreement, Contractor and its officers, employees, agents, representatives or subcontractors shall not unlawfully discriminate in violation of any federal, state, or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, religion, color, national origin, ancestry, physical or mental disability, medical condition (including genetic characteristics), marital status, age, political affiliation, gender identity, gender expression, sex or sexual orientation, family and medical care leave, pregnancy leave, or disability leave. Contractor and its officers, employees, agents, representative or subcontractors shall comply with all applicable Federal, State and local laws and regulations related to non-discrimination and equal opportunity, including without limitation the City’s nondiscrimination policy; the Fair Employment and Housing Act (Government Code sections 12990 (et seq.); California Labor Code sections 1101, 1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all applicable regulations promulgated in the California Code of Regulation or Code of Federal Regulations. Title VI of the Civil Rights Act of 1964 requires that “no person in the United States shall, on the grounds of race, color, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance.” (42 USC Section 2000d).
http://www.dol.gov/oasam/regs/statutes/titlevi.htm. The City requires compliance with the requirements of Title VI in all of its programs and activities regardless of funding source.

26. Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.

27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.

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29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

31. Entire Agreement, Integration, and Modification.

31.1 This Agreement represents the entire integrated agreement between Contractor and the City; supersedes all prior negotiations, representations, or agreements, either written or oral between the parties and may be amended only by a written Amendment signed by the Contractor and City Manager.

31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.

32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

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EXHIBIT D

GOODS AND SERVICES SPECIAL TERMS AND CONDITIONS

1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:

1.1 "Services" means, collectively, the services, duties and responsibilities described in Exhibit A of this Agreement and any and all work necessary to complete them or carry them out fully and to the standard of performance required in this Agreement.

1.2 “Deliverable” means quantifiable goods or services that will be provided upon completion of a project. A deliverable is any tangible material, work or thing delivered by one party to the other, including associated technical documentation. A deliverable can be tangible or intangible parts of the development process, and often are specified functions or characteristics of the project.

2. General. The following terms and conditions are applicable for the purchase of goods and services only. The special conditions shall be read in conjunction with the Standard Agreement, General Terms and Conditions (“GTC”) Exhibit C, and all other Exhibits identified in the Standard Agreement.

2.1 Where any portion of the GTC is in conflict to or at variance with any provisions of the Special Conditions of the Agreement, then unless a different intention stated, the provision(s) of the Special Conditions of the Agreement shall be deemed to override the provision(s) of GTC only to the extent that such conflict or variations in the Special Conditions of the Agreement are not possible of being reconciled with the provisions of the GTC.

2.2 In the case of modification of a part or provision of the GTC, the unaltered part or provision, or both shall remain in effect. The Special Conditions shall relate to a particular project and be peculiar to that project but shall not weaken the character or intent of the GTC.

3. Time for Performance.

3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.

3.2 Timeliness of Performance i) Contractor shall provide the Services, and Deliverables within the term and within the time limits required under this Agreement, pursuant to the provisions of Exhibit A and Exhibit F. ii) Neither Contractor nor Contractor’s agents, employees nor subcontractors are entitled to any damages from the City, nor is any party entitled to be reimbursed by the City, for damages, charges or other Contract with Univar Solutions USA for Sodium Bisulfite

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losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

4.1 Contractor’s Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing under similar conditions. Contractor shall comply with the profession’s standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state, and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration, or other similar requirement throughout the term of this Agreement.

4.2 Contractor acknowledges that it is entrusted with or has access to valuable and confidential information and records of the City and with respect to that information, Contractor agrees to be held to the standard of care of a fiduciary. Contractor shall assure that all services that require the exercise of professional skills or judgment are accomplished by professionals qualified and competent in the applicable discipline and appropriately licensed, if required by law. Contractor must provide copies of any such licenses. Contractor remains responsible for the professional and technical accuracy of all Services or Deliverables furnished, whether by Contractor or its subcontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfactory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.

4.3 If Contractor fails to comply with the foregoing standards, Contractor must perform again, at its own expense, all Services required to be re-performed as a direct or indirect result of that failure. Any review, approval, acceptance, or payment for any of the Services by the City does not relieve Contractor of its responsibility for the professional skill and care and technical accuracy of its Services and Deliverables. This provision in no way limits the City’s rights against Contractor either under this Agreement, at law or in equity.

5. Compensation

5.1 In addition to Section 3 Compensation in Exhibit C – GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed Contract with Univar Solutions USA for Sodium Bisulfite

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basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

6. Reports and Information
Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.

7. Findings Confidential
All the reports, information, data, et cetera, prepared or assembled by the Contractor under this Agreement are confidential and the Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the City. Contractor shall not be required under the provisions of this paragraph to keep confidential any data or information which is or becomes publicly available, is required by applicable law or by proper legal or governmental authority, is already rightfully in the Contractor’s possession without obligation of confidentiality, is independently developed by Contractor outside the scope of this Agreement or is rightfully obtained from third parties. Contractor shall give City prompt notice of any such legal or governmental demand and reasonably cooperate with City in any effort to seek a protective order or otherwise to contest such required disclosure.

8. Right of Inspection
All Product furnished by Supplier must be as specified in the Order and will be subject to inspection and approval of City after delivery. City reserves the right to reject and return, at the risk and expense of Supplier, the portion of any Product which may be defective or fail to comply with specifications in the Order without invalidating the remainder of the Order. If rejected, Product will be held for disposition at the expense and risk of Supplier. Payment for Product on this Order prior to inspection shall not constitute acceptance of the Product.

9. Warranty
Supplier warrants that (i) any Product created or performed by Supplier for City under this Order will conform to specifications, drawings or samples furnished by City to Supplier for a minimum period of one year, and (ii) any standard Product sold by Supplier to other customers besides City will meet or exceed any the standards for such types of product in industry, any express or implied warranty stated or advertised by Supplier or Contract with Univar Solutions USA for Sodium Bisulfite

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the actual manufacturer of such Product, or any warranties implied by law. Supplier’s warranty shall survive delivery of Product and shall not be deemed waived by City’s failure to discover defects, acceptance of the Product, or payment, therefore.

10. Ownership
Supplier shall have title to and bear the risk of any loss or damage to the Product until the Product is delivered and accepted by City in conformity with this Order. Upon delivery and acceptance, Product delivered by Supplier shall become the exclusive property of City. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, or otherwise use the Product. All artwork, patterns, dies, models, samples, materials, drawings, specifications, technical material, advertising material and any other personal property furnished by City to Supplier, or specifically paid for by City for use in performance of an Order, shall be and remain the property of City and said property shall be used only for Product benefiting City. Supplier shall return to City or shall dispose of this property only according to City’s instruction.

11. Applicable Laws
Under guidelines specified in 29 CFR 1910.1200 (f) and (g) City requests that Supplier label applicable Product accordingly and provide associated Material Safety Data Sheets (“MSDS”) to City.

12. Prevailing Wage
It shall be the responsibility of the Contractor to comply, when applicable, with the prevailing wage rates in accordance with the State of California Department of Industrial Relations. It shall further be the responsibility of the Contractor to monitor the prevailing wage rates as established by the California Department of Industrial Relations for any increase in rates during the term of this Agreement and adjust wage rates accordingly.

CONTRACTOR REGISTRATION REQUIREMENTS- Pursuant to Labor Code Section 1771.1(a): A Contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered Contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the Contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.

No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

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No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Department of Industrial Relations- Contractor Registration information and web link: https://www.dir.ca.gov/public-works/publicworks.html. In compliance with Senate Bill 854 and the California Labor Code, all Bidders shall include with their Bid proof of registration from the Department of Industrial Relations (DIR) that includes the contractor’s Legal Name, Registration Number, License Type/Number, Registration Date and Expiration Date, for every contractor and subcontractor, regardless of tier.

This project may be subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractors must submit their certified payroll records directly to the Division of Labor Standards Enforcement Compliance Monitoring Unit, as well as the City of Stockton.

13. Shipping Terms
City shipment terms are F.O.B. Destination, Freight Prepaid and Added unless otherwise specified in the Order. Supplier shall observe shipping instructions and, unless otherwise stated in the instructions, shall ship Product in the safest and most economical manner necessary to meet the delivery date specified in the Order. Supplier shall provide an itemized packing list showing the Order number with the shipment. Supplier shall include the Order number on all packages, boxes, invoices, and shipping documents.

Supplier shall label all individual boxes with stock number and quantity and items with different stock numbers shall be boxed separately. City reserves the right to refuse, at Supplier’s expense, any shipments not containing the Order number or stock numbers as required under this section.

14. Deliveries
TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ANY ORDER. If Product is not provided or performed within the times specified in an Order, City may cancel this Order and hold Supplier liable for damages incurred due to the untimely delivery including, but not limited to, the additional costs resultant from City procuring substitute product elsewhere.

15. Price and Quantities
Prices and quantities set forth in this Order may not be altered by Supplier without the prior written authorization of City, with the exception that quantities of custom paper or printed products, chemicals, or fuel may deviate from those on the Order by the lesser of (i) standard industry practices, or (ii) 3%.

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EXHIBIT E

COMPENSATION SCHEDULE
The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $498,704 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

1.2 The Contractor shall be entitled to receive payments for its work performed pursuant to the Agreement. The City will pay Contractor based on invoices for acceptable work performed and approved until the “not to exceed” amount is reached. Thereafter, Contractor must complete services based on the Agreement without additional compensation unless there is a material change to the Statement of Work and Scope by a written Amendment.

1.3 Annual cost adjustments may be made, as necessary, to increase or decrease the unit cost. The annual increase shall not exceed three percent (3%) for each succeeding year. Any increase requested must be submitted at least sixty (60) days before requested implementation date. In the event that the supplier finds it necessary to increase the base price in any given year, the supplier shall provide evidence satisfactory to the City documenting the reason(s) for and actual cost of the cost increase.

Annual cost decreases are allowed with written notice to the City.

2. Item Price. Below is the price for the products as described in Exhibit A of this Agreement.

Item Description Item Price
1 Sodium Bisulfite $1.995/gallon

3. Invoice to Address. Each invoice submitted shall identify the specific task(s) listed in Exhibit A and this Exhibit, and the completed work product/deliverable for the agreed upon price listed in this Exhibit. Invoices shall be submitted to the below address:

City of Stockton Municipal Utilities Department
Attention: Program Manager III - Wastewater
2500 Navy Drive
Stockton, CA 95206
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EXHIBIT F

TIMELINE

1. Consultant shall complete the requested services identified in Exhibit A as follows:

1.1 TIMELINE FOR COMPLETION OF WORK

INTENTIONALLY LEFT BLANK
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EXHIBIT G – DISCRIMINATION AND HARASSMENT POLICY (HR-15) Contract with Univar Solutions USA for Sodium Bisulfite

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Contract with Univar Solutions USA for Sodium Bisulfite

Page 33 of 153 ends

EXHIBIT 2 930
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2 931
Contract with Univar Solutions USA for Sodium Bisulfite

Page 35 of 153 ends

EXHIBIT 2 932

EXHIBIT H - BID DOCUMENTS
Contract with Univar Solutions USA for Sodium Bisulfite

Page 36 of 153 ends

EXHIBIT 2
933
Contract with Univar Solutions USA for Sodium Bisulfite

Page 37 of 153 ends

EXHIBIT 2
934
Contract with Univar Solutions USA for Sodium Bisulfite

Page 38 of 153 ends

EXHIBIT 2
935
Contract with Univar Solutions USA for Sodium Bisulfite

Page 39 of 153 ends

EXHIBIT 2
936
Contract with Univar Solutions USA for Sodium Bisulfite

Page 40 of 153 ends

EXHIBIT 2
937
Contract with Univar Solutions USA for Sodium Bisulfite

Page 41 of 153 ends

EXHIBIT 2
938
Contract with Univar Solutions USA for Sodium Bisulfite

Page 42 of 153 ends

EXHIBIT 2
939
Contract with Univar Solutions USA for Sodium Bisulfite

Page 43 of 153 ends

EXHIBIT 2
940
Contract with Univar Solutions USA for Sodium Bisulfite

Page 44 of 153 ends

EXHIBIT 2
941
Contract with Univar Solutions USA for Sodium Bisulfite

Page 45 of 153 ends

EXHIBIT 2
942
Contract with Univar Solutions USA for Sodium Bisulfite

Page 46 of 153 ends

EXHIBIT 2
943
Contract with Univar Solutions USA for Sodium Bisulfite

Page 47 of 153 ends

EXHIBIT 2
944
Contract with Univar Solutions USA for Sodium Bisulfite

Page 48 of 153 ends

EXHIBIT 2
945
Contract with Univar Solutions USA for Sodium Bisulfite

Page 49 of 153 ends

EXHIBIT 2
946
Contract with Univar Solutions USA for Sodium Bisulfite

Page 50 of 153 ends

EXHIBIT 2
947
Contract with Univar Solutions USA for Sodium Bisulfite

Page 51 of 153 ends

EXHIBIT 2
948
Contract with Univar Solutions USA for Sodium Bisulfite

Page 52 of 153 ends

EXHIBIT 2
949
Contract with Univar Solutions USA for Sodium Bisulfite

Page 53 of 153 ends

EXHIBIT 2
950
Contract with Univar Solutions USA for Sodium Bisulfite

Page 54 of 153 ends

EXHIBIT 2
951
Contract with Univar Solutions USA for Sodium Bisulfite

Page 55 of 153 ends

EXHIBIT 2
952
Contract with Univar Solutions USA for Sodium Bisulfite

Page 56 of 153 ends

EXHIBIT 2
953
Contract with Univar Solutions USA for Sodium Bisulfite

Page 57 of 153 ends

EXHIBIT 2
954
Contract with Univar Solutions USA for Sodium Bisulfite

Page 58 of 153 ends

EXHIBIT 2
955
Contract with Univar Solutions USA for Sodium Bisulfite

Page 59 of 153 ends

EXHIBIT 2
956
Contract with Univar Solutions USA for Sodium Bisulfite

Page 60 of 153 ends

EXHIBIT 2
957
Contract with Univar Solutions USA for Sodium Bisulfite

Page 61 of 153 ends

EXHIBIT 2
958
Contract with Univar Solutions USA for Sodium Bisulfite

Page 62 of 153 ends

EXHIBIT 2
959
Contract with Univar Solutions USA for Sodium Bisulfite

Page 63 of 153 ends

EXHIBIT 2
960
Contract with Univar Solutions USA for Sodium Bisulfite

Page 64 of 153 ends

EXHIBIT 2
961
Contract with Univar Solutions USA for Sodium Bisulfite

Page 65 of 153 ends

EXHIBIT 2
962
Contract with Univar Solutions USA for Sodium Bisulfite

Page 66 of 153 ends

EXHIBIT 2
963
Contract with Univar Solutions USA for Sodium Bisulfite

Page 67 of 153 ends

EXHIBIT 2
964
Contract with Univar Solutions USA for Sodium Bisulfite

Page 68 of 153 ends

EXHIBIT 2
965
Contract with Univar Solutions USA for Sodium Bisulfite

Page 69 of 153 ends

EXHIBIT 2
966
Contract with Univar Solutions USA for Sodium Bisulfite

Page 70 of 153 ends

EXHIBIT 2
967
Contract with Univar Solutions USA for Sodium Bisulfite

Page 71 of 153 ends

EXHIBIT 2
968
Contract with Univar Solutions USA for Sodium Bisulfite

Page 72 of 153 ends

EXHIBIT 2
969
Contract with Univar Solutions USA for Sodium Bisulfite

Page 73 of 153 ends

EXHIBIT 2
970
Contract with Univar Solutions USA for Sodium Bisulfite

Page 74 of 153 ends

EXHIBIT 2
971
Contract with Univar Solutions USA for Sodium Bisulfite

Page 75 of 153 ends

EXHIBIT 2
972
Contract with Univar Solutions USA for Sodium Bisulfite

Page 76 of 153 ends

EXHIBIT 2
973
Contract with Univar Solutions USA for Sodium Bisulfite

Page 77 of 153 ends

EXHIBIT 2
974
Contract with Univar Solutions USA for Sodium Bisulfite

Page 78 of 153 ends

EXHIBIT 2
975
Contract with Univar Solutions USA for Sodium Bisulfite

Page 79 of 153 ends

EXHIBIT 2
976
Contract with Univar Solutions USA for Sodium Bisulfite

Page 80 of 153 ends

EXHIBIT 2
977
Contract with Univar Solutions USA for Sodium Bisulfite

Page 81 of 153 ends

EXHIBIT 2
978
Contract with Univar Solutions USA for Sodium Bisulfite

Page 82 of 153 ends

EXHIBIT 2
979
Contract with Univar Solutions USA for Sodium Bisulfite

Page 83 of 153 ends

EXHIBIT 2
980
Contract with Univar Solutions USA for Sodium Bisulfite

Page 84 of 153 ends

EXHIBIT 2
981
Contract with Univar Solutions USA for Sodium Bisulfite

Page 85 of 153 ends

EXHIBIT 2
982
Contract with Univar Solutions USA for Sodium Bisulfite

Page 86 of 153 ends

EXHIBIT 2
983
Contract with Univar Solutions USA for Sodium Bisulfite

Page 87 of 153 ends

EXHIBIT 2
984
Contract with Univar Solutions USA for Sodium Bisulfite

Page 88 of 153 ends

EXHIBIT 2
985
Contract with Univar Solutions USA for Sodium Bisulfite

Page 89 of 153 ends

EXHIBIT 2
986
Contract with Univar Solutions USA for Sodium Bisulfite

Page 90 of 153 ends

EXHIBIT 2
987
Contract with Univar Solutions USA for Sodium Bisulfite

Page 91 of 153 ends

EXHIBIT 2
988
Contract with Univar Solutions USA for Sodium Bisulfite

Page 92 of 153 ends

EXHIBIT 2
989
Contract with Univar Solutions USA for Sodium Bisulfite

Page 93 of 153 ends

EXHIBIT 2
990
Contract with Univar Solutions USA for Sodium Bisulfite

Page 94 of 153 ends

EXHIBIT 2
991
Contract with Univar Solutions USA for Sodium Bisulfite

Page 95 of 153 ends

EXHIBIT 2
992
Contract with Univar Solutions USA for Sodium Bisulfite

Page 96 of 153 ends

EXHIBIT 2
993
Contract with Univar Solutions USA for Sodium Bisulfite

Page 97 of 153 ends

EXHIBIT 2
994
Contract with Univar Solutions USA for Sodium Bisulfite

Page 98 of 153 ends

EXHIBIT 2
995
Contract with Univar Solutions USA for Sodium Bisulfite

Page 99 of 153 ends

EXHIBIT 2
996
Contract with Univar Solutions USA for Sodium Bisulfite

Page 100 of 153 ends

EXHIBIT 2
997
Contract with Univar Solutions USA for Sodium Bisulfite

Page 101 of 153 ends

EXHIBIT 2
998
Contract with Univar Solutions USA for Sodium Bisulfite

Page 102 of 153 ends

EXHIBIT 2
999
Contract with Univar Solutions USA for Sodium Bisulfite

Page 103 of 153 ends

EXHIBIT 2
1000
Contract with Univar Solutions USA for Sodium Bisulfite

Page 104 of 153 ends

EXHIBIT 2
1001
Contract with Univar Solutions USA for Sodium Bisulfite

Page 105 of 153 ends

EXHIBIT 2
1002
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1003
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1004
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1005
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1006
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1007
Contract with Univar Solutions USA for Sodium Bisulfite

Page 111 of 153 ends

EXHIBIT 2
1008
Contract with Univar Solutions USA for Sodium Bisulfite

Page 112 of 153 ends

EXHIBIT 2
1009
Contract with Univar Solutions USA for Sodium Bisulfite

Page 113 of 153 ends

EXHIBIT 2
1010
Contract with Univar Solutions USA for Sodium Bisulfite

Page 114 of 153 ends

EXHIBIT 2
1011
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1012
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1013
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1014
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1015
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1016
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1017
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1018
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1019
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1020
Contract with Univar Solutions USA for Sodium Bisulfite

Page 124 of 153 ends

EXHIBIT 2
1021
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1022
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1023
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1024
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1025
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1026
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1027
Contract with Univar Solutions USA for Sodium Bisulfite

Page 131 of 153 ends

EXHIBIT 2
1028
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1029
Contract with Univar Solutions USA for Sodium Bisulfite

Page 133 of 153 ends

EXHIBIT 2
1030
Contract with Univar Solutions USA for Sodium Bisulfite

Page 134 of 153 ends

EXHIBIT 2
1031
Contract with Univar Solutions USA for Sodium Bisulfite

Page 135 of 153 ends

EXHIBIT 2
1032
Contract with Univar Solutions USA for Sodium Bisulfite

Page 136 of 153 ends

EXHIBIT 2
1033
Contract with Univar Solutions USA for Sodium Bisulfite

Page 137 of 153 ends

EXHIBIT 2
1034
Contract with Univar Solutions USA for Sodium Bisulfite

Page 138 of 153 ends

EXHIBIT 2
1035
Contract with Univar Solutions USA for Sodium Bisulfite

Page 139 of 153 ends

EXHIBIT 2
1036
Contract with Univar Solutions USA for Sodium Bisulfite

Page 140 of 153 ends

EXHIBIT 2
1037
Contract with Univar Solutions USA for Sodium Bisulfite

Page 141 of 153 ends

EXHIBIT 2
1038
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1039
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1040
Contract with Univar Solutions USA for Sodium Bisulfite

Page 144 of 153 ends

EXHIBIT 2
1041
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1042
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1043
Contract with Univar Solutions USA for Sodium Bisulfite

Page 147 of 153 ends

EXHIBIT 2
1044
Contract with Univar Solutions USA for Sodium Bisulfite

Page 148 of 153 ends

EXHIBIT 2
1045
Contract with Univar Solutions USA for Sodium Bisulfite

Page 149 of 153 ends

EXHIBIT 2
1046
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1047
Contract with Univar Solutions USA for Sodium Bisulfite

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EXHIBIT 2
1048
PO Box 24055, MS 702 • Oakland, CA 94623 • www.bacwa.org Central Contra Costa Sanitary District • East Bay Dischargers Authority • City of San Jose • East Bay Municipal Utility District • City & County of San Francisco March 15, 2022
Univar Solutions USA Inc.

Attn: Jennifer Perras
8201 S 212th St.

Kent, WA 98032
RE: Award Contract in Response to Bay Area Chemical Consortium (BACC) Bid No. 11-2022 for Supply and Delivery of SODIUM BISULFITE.

Dear Ms. Perras,
We are pleased to advise you that the bid submitted by Univar Solutions USA Inc. for Bid No. 11-2022 was determined to be the lowest responsive bid for the supply and delivery of SODIUM BISULFITE during the period July 1, 2022 through June 30, 2023.

The participating BACC Agencies should be contacting you shortly to discuss entering into contracts with Univar Solutions USA Inc. for their respective facilities.

Bay Area Chemical Consortium sincerely appreciates your efforts and participation in the competitive bid process.

If you have any questions, please free to contact me at [email protected] Sincerely,
Jennifer Dyment
Assistant Executive Director
BACWA.org
as Coordinating Agency for the Bay Area Chemical Consortium ely,
er Dyment
Contract with Univar Solutions USA for Sodium Bisulfite

Page 152 of 153 ends

EXHIBIT 2 1049
Bay Area Clean Water Agencies
Bid Results for Project 11-2022 SODIUM BISULFITE
Issued on 01/27/2022
Bid Due on February 24, 2022 4:00 PM (PDT)
Exported on 02/24/2022

SINGLE BID AWARD
Section
Description Central Valley East Bay Marin Sonoma Napa North Bay Peninsula Sacramento South Bay Central Valley East Bay Peninsula Sacramento Unit of Measure gal gal gal gal gal gal gal gal gal gal gal Univar Solutions USA Inc. 1.4750 1.4750 1.4750 1.4750 1.4750 1.8600 1.4750 1.9950 1.9950 1.9950 1.9950 SODIUM BISULFITE 20% (Optional)
East Bay
gal
SODIUM BISULFITE 25% Solution
Per Section 2.16 Method of Award
Bids may be awarded by the participating BACC agencies to the lowest, responsive, and responsible bidder meeting the specifications for bulk loads for the chemical. The lowest responsive bidder will be determined by multiplying the estimated annual quantity for each participating BACC agency by the bid price for their region, and adding up the aggregate cost to all of the participating agencies in the regions. The single bid that results in the lowest overall cost to the participating agencies as a group will be determined by BACC to be the low bid, assuming the bid is determined by BACC to be complete and in compliance with the bid requirements. BACC has the right to delete terms or options from the bid contract documents and reserves the right to reject any and all bids and to waive irregularities of said bids.

SODIUM BISULFITE 40% Solution

1.4750
Contract with Univar Solutions USA for Sodium Bisulfite

Page 153 of 153 ends

EXHIBIT 2 1050
1 (Rev. 2.11.20)

STANDARD AGREEMENT

CITY OF STOCKTON
STANDARD AGREEMENT Agreement Number:

1. This Agreement is entered into between the City of Stockton (“City”) and Brenntag Pacific, Inc. (“Contractor”) to provide Sodium Hydroxide (25%) for purchase as set forth in Exhibit A to this Agreement.

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C section 8:

Commences on: July 1, 2022 Terminates on: June 30, 2023

3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $442,894

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms and Conditions
(d) Exhibit D – Goods and Services Special Terms & Conditions (e) Exhibit E – Compensation Schedule
(f) Exhibit F– Timeline
(g) Exhibit G – Discrimination and Harassment Policy (HR-15) (h) Exhibit H – Bid Documents
IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
Contractor’s Name (if other than an individual, state whether a corporation, partnership, etc.):

Authorized Signature Date
Printed Name and Title of Person Signing
Address

CITY OF STOCKTON
Harry Black, City Manager Date
ATTEST:

Eliza R. Garza CMC, City Clerk
APPROVED AS TO FORM:

Lori M. Asuncion, Acting City Attorney
BY:

Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 1 of 72 ends

Brenntag Pacific, Inc.

April 29, 2022
Laura Tua,Municipal Bid Manager
10747 Patterson Place,Santa Fe Springs, CA 90670
EXHIBIT 3 1051
2 (Rev. 10.30.18)

EXHIBIT A

STATEMENT OF WORK

1. Project Objectives
The objective of this project is for the supply and delivery of Sodium Hydroxide as outlined in the bid specifications incorporated herein by reference.

2. Project Scope
The Contractor shall provide the goods and insurance as specified. The contractor shall supply Material Safety Data Sheets.

3. Notices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:

Contractor: Brenntag Pacific, Inc.. City: City of Stockton Attn: Laura Tua Attn: City Manager
10747 Patterson Place 425 N. El Dorado Street
Santa Fe Springs, CA 90670 Stockton, CA 95202

4. Option to Renew.

The term of the Agreement may be extended on a yearly-to-year basis by a written amendment executed by both parties. However, the total term of the Agreement including the extended term shall not exceed four (4) years. The price for any succeeding period of service shall be agreed upon by both parties.

Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 2 of 72 ends

EXHIBIT 3 1052
3 (Rev. 10.30.18)
Exhibit B:

Insurance Requirements
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, their agents, representatives, employees, or subcontractors. With respect to General Liability, Errors & Omissions, Contractors Pollution Liability, and/or Asbestos Pollution Liability, coverage should be maintained for a minimum of five (5) years after contract completion.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $3,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering any auto (Code 1), or if Contractor has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limit no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Contractors Pollution Liability and/or Asbestos Pollution Liability applicable to the work being performed, with a limit no less than $2,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year.

It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this agreement are sufficient to cover the obligations of the Contractor under this agreement.

Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 3 of 72 ends

EXHIBIT 3 1053
4 (Rev. 10.30.18)
Limits of Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Additional insured Name of Organization shall read “City of Stockton, its officers, officials, employees, and volunteers.” Policy shall cover City of Stockton, its officers, officials, employees, and volunteers for all locations work is done under this contract.

Primary Coverage
The Additional Insured coverage under the Contractor’s policy shall be “primary and noncontributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Stockton does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Claims Made Policies – (Note – applicable only to professional and/or pollution liability)
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

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

Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 4 of 72 ends

EXHIBIT 3 1054
5 (Rev. 10.30.18)

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

4. A copy of the claims reporting requirements must be submitted to the City of Stockton for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Stockton by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Stockton has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Stockton for all work performed by the Contractor, its employees, agents and subcontractors.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton Risk Services. At the option of the City of Stockton, the Contractor shall provide coverage to reduce or eliminate such self-insured retentions as respects the City of Stockton, its officers, officials, employees, and volunteers; or the Contractor shall provide evidence satisfactory to the City of Stockton guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Stockton.

Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1055
6 (Rev. 10.30.18)
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.

Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1056
7 (Rev. 10.30.18)
Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Stockton
Attn: City Risk Services
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 7 of 72 ends

EXHIBIT 3 1057
1 (Rev. 10.30.18; Mod 10.28.20 SG)

EXHIBIT C

GENERAL TERMS AND CONDITIONS

3. Compensation. City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.

Page 8 of 72 ends

EXHIBIT 3 1058
2 (Rev. 10.30.18; Mod 10.28.20 SG)
to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.

9. Contractor’s Status.

Page 9 of 72 ends

EXHIBIT 3 1059
3 (Rev. 10.30.18; Mod 10.28.20 SG)
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

10. Subcontractor.

10.3 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor’s personnel.

11. Termination.

Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 10 of 72 ends

EXHIBIT 3 1060
4 (Rev. 10.30.18; Mod 10.28.20 SG)

15. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.

Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 11 of 72 ends

EXHIBIT 3 1061
5 (Rev. 10.30.18; Mod 10.28.20 SG)

19. Confidentiality. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

23. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.

Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 12 of 72 ends

EXHIBIT 3 1062
6 (Rev. 10.30.18; Mod 10.28.20 SG)

27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.

Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 13 of 72 ends

EXHIBIT 3 1063
7 (Rev. 10.30.18; Mod 10.28.20 SG)

29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

31. Entire Agreement, Integration, and Modification.

31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 14 of 72 ends

EXHIBIT 3 1064
1 (Rev. 10.30.18)

EXHIBIT D

GOODS AND SERVICES SPECIAL TERMS AND CONDITIONS

1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:

3. Time for Performance.

3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.

Page 15 of 72 ends

EXHIBIT 3 1065
2 (Rev. 10.30.18)
losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

5. Compensation

5.1 In addition to Section 3 Compensation in Exhibit C – GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:

5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid monthly, in arrears on a not to exceed Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 16 of 72 ends

EXHIBIT 3 1066
3 (Rev. 10.30.18)
basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

Page 17 of 72 ends

EXHIBIT 3 1067
4 (Rev. 10.30.18)
the actual manufacturer of such Product, or any warranties implied by law. Supplier’s warranty shall survive delivery of Product and shall not be deemed waived by City’s failure to discover defects, acceptance of the Product, or payment, therefore.

Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 18 of 72 ends

EXHIBIT 3 1068
5 (Rev. 10.30.18)
No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Department of Industrial Relations- Contractor Registration information and web link: https://www.dir.ca.gov/public-works/publicworks.html. In compliance with Senate Bill 854 and the California Labor Code, all Bidders shall include with their Bid proof of registration from the Department of Industrial Relations (DIR) that includes the contractor’s Legal Name, Registration Number, License Type/Number, Registration Date and Expiration Date, for every contractor and subcontractor, regardless of tier.

Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 19 of 72 ends

EXHIBIT 3 1069
12 (Rev 10.30.18)

EXHIBIT E

COMPENSATION SCHEDULE
The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $442,894 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

Annual cost decreases are allowed with written notice to the City.

2. Item Price. Below is the price for the products as described in Exhibit A of this Agreement.

Item Description Item Price
1 Sodium Hydroxide (25%) $975.00/Dry Ton

City of Stockton Municipal Utilities Department
Attention: Program Manager III - Wastewater
2500 Navy Drive
Stockton, CA 95206
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

Page 20 of 72 ends

EXHIBIT 3 1070
1 (Rev, 10.30.18)

EXHIBIT F

TIMELINE

1. Consultant shall complete the requested services identified in Exhibit A as follows:

1.1 TIMELINE FOR COMPLETION OF WORK

INTENTIONALLY LEFT BLANK
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1071
EXHIBIT G – DISCRIMINATION AND HARASSMENT POLICY (HR-15) Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1072
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1073
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1074
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1075
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1076
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1077
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1078
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1079
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1080
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1081
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1082
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1083
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1084
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1085
1692799v1

BAY AREA CHEMICAL CONSORTIUM
STANDARD AGREEMENT, PAGE 1 OF 2
BID NO. 12-2022

SUPPLY AND DELIVERY OF SODIUM HYDROXIDE
I hereby agree to furnish SODIUM HYDROXIDE identified in the attached bid forms, as solicited by the Bay Area Chemical Consortium (BACC), to one or more of the participating BACC Agencies.

Company: __________________________________________
Address: __________________________________________
City, State, ZIP: _________________________________________ Phone: __________________________________________
Email: __________________________________________
Authorized Representative: ________________________________ Signature: __________________________________________
Date: __________________________________________
WE ACKNOWLEDGE RECEIVING ADDENDUM/ADDENDA NUMBER ______ THROUGH ______.

SPECIFIC DEVIATIONS:

This box must be checked if bidder has any proposed specific deviations. Per Section 2.12 Proposed Deviations from the Specifications by the Bidder, the absence of a proposed changed in the specifications will hold the bidder strictly accountable to the specifications as described in the bid document, including any addendum.

Describe the specific deviations below. A copy of the proposed specifications must be attached to this Standard Agreement at the time of submission, with bidder’s name clearly shown on each document. 46 Brenntag Pacific, Inc.
10747 Patterson Place
Santa Fe Springs, CA 90670
562 903-9626
[email protected]
Laura Tua
February 18, 2022
Company does not carry pollution insurance, but does carry Sudden and Accidental release under its CGL.

Company cannot agree to provide pollution liability insurance.

Company will not provide declaration pages or certified copies of its policies, but will provide certificates of insurance. “Our submission of a quotation in response to this bid should not be construed as an acknowledgement of our acceptance of all of the contractual terms set forth in any subsequent purchase order and/or purchase agreement to be presented at a later date to the successful bidder. Accordingly, Brenntag Pacific, Inc. reserves the right to request reasonable amendments to the contractual terms should it be the successful bidder.” 1 EXHIBIT H - BID DOCUMENTS
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1086
1692799v1
STANDARD AGREEMENT, PAGE 2 OF 2

BIDDER INFORMATION

1. Legal N ame of Bidder:
______________________________________________________________________________

2. Bidder’s Street Address:
______________________________________________________________________________

3. Mailing Address:
______________________________________________________________________________

4. Business Telephone: _______________ Fax N umber: ________________

5. Type of Supplier:

Sole Proprietor Partnership Corporation
If Corporation, indicate State where incorporated: ____________________

6. Business License N umber issued by the City where the Supplier’s principal place of business is located.

N umber: ____________________ Issuing City: _____________________

7. Supplier Federal Tax Identification N umber: ____________________________

8. Emergency Contact: N ame: ____________________________________ Phone N umber: ______________________________

9. Order Contact: N ame: _______________________________________ Address: _______________________________________
Phone N umber: ___________ Fax N umber: ____________
Email: __________________________________________

10. References:

Company/Agency Name Contact N ame Phone N umber
1)_________________________ ___________________ _____________ 2) _________________________ ___________________ _____________ 3) _________________________ ___________________ ______________

11. Chemical Manufacturer’s name and address (if different from Bidder):
__________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ 47 Brenntag Pacific, Inc.
10747 Patterson Place, Santa Fe Springs, CA 90670
same
562 903-9626 562 944-7484
Delaware
Santa Fe Springs
20-0552611
Scott Coite
0580-10747-0000
510-970-7535
Scott Coite
510 970-7535
[email protected]
Metropolitan Water District Angelo Sarao 213 217-7607
City and County of San Francisco Wayne Chen 650 871-2004 Marin Municipal Water District Greg Castonola 415 945-1426 Brenntag Global Marketing / Brenntag Pacific, Inc.
860 Wharf Street, Richmond, CA 94804
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1087
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1088
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1089
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1090
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1091
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1092
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1093
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1094
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1095
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1096
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1097
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1098
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1099
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1100
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1101
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1102
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1103
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1104
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1105
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1106
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1107
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1108
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1109
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1110
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1111
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1112
1692799v1

BAY AREA CHEMICAL CONSORTIUM
BID FORM FOR BID NO. 12-2022

FOR SUPPLY AND DELIVERY OF SODIUM HYDROXIDE
Sealed bids must be submitted in a PDF format and
bidders must enter bid prices into the electronic
bid platform (Line Item page)
https://bacwa.org/bacc/
No later than 4:00 PM. PT
Thursday, February 24, 2022
Legal Name of Bidder:
_____________________________________
Business Address
_____________________________________
_____________________________________
_____________________________________
Telephone Number: ____________________
Facsimile Number: _____________________
Email Address: _________________________
Authorized Representative (Please Print):
_____________________________________
Signature:_____________________________
Date: ________________________________
All costs except California State sales tax for the purchase of must be included in the amount shown entered into the electronic bid platform (Line Item page), including any and all mill assessments, fees, excise taxes, transportation charges, etc. Any exceptions to the bid must be noted under Specific Deviations on the Standard Agreement.

Bidders shall submit bids per unit of measure as specified in the electronic bid platform (Line Item page).

Bidders must submit all of the following, attached to this Bid Form:

All requirements listed in Section 2.21 Manufacturer’s Info.

If applicable, the name, address, and contact information for the third party hauling company as well as an affidavit signed by the Bidder that the third party hauler can and will deliver the chemical to each and every participating BACC Agency.

Bidder Obligations
By signing this Bid Form and entering into individual purchase orders, purchase agreements and / or contracts with BACC agencies, the bidder expressly agreesto be bound by all the provisions of the bid solicitation, including Sections I-IV.
49 Brenntag Pacific, Inc.
10747 Patterson Place
Santa Fe Springs, CA 90670
562 944-7484
[email protected]
562 903-9626
Laura Tua, Municipal Bid Manager
February 22, 2022
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1113
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1114
Report of Analysis
Brenntag Global Marketing
Leo A Fialla
4620 Creekstone Drive
Suite 140
Durham, NC 27703
United States of America
Lab Reference Number: 2019-SANF-000056
US410-0017597
Customer Reference Number: 328418R
Our Reference Number:

Customer Product Description: Caustic 50% Membrane Grade Sample ID: 2019-SANF-000056-016 Location: Kinder Morgan, Richmond, California, United States Date Sampled: 14-Jan-2019 Sample Representing: NAVIG8 SPARK Tank 55-1 Equal UML Composite Date Submitted: 15-Jan-2019 After Discharge
Drawn By: Intertek Date Tested: 16-Jan-2019
Method Property Result Units
ITM 4201 Sodium Carbonate, Na2CO3 0.06 Wt %
Sodium Hydroxide, NaOH 50.59 Wt %
Sodium Oxide, Na2O 39.20 Wt %
ITM 1017 Visual Observation Undyed
Visual Color Clear
f ASTM D4052 Specific Gravity at 15.56 °C 1.5211
ITM 4204 Converted Pounds per Gallon 12.6682 lb/gal
ASTM E1787 Sodium Chloride (NaCl) 0.0058 Wt %
Sodium Sulfate (Na2SO4) 0.0012 Wt %
Sodium Chlorate (NaClO3) 0.0019 Wt %
Iron Content <0.1 mg/kg
Sodium Identification
ASTM E291
FCC 11th
Edition
Pass
Total Alkalinity 101.2 Wt %
Arsenic <3 mg/kg
Carbonate 0.1 Wt %
Lead <2 mg/kg
Mercury <0.1 mg/kg
ITM 1059 Nickel <0.500 ppm Wt
Material conforms to the requirements on above relevant point(s) of testing The results reported on this sample meet the individual requirements contained in Food Codex Version 11 f - Denotes analysis results which are ISO/IEC 17025 accredited by ANSI-ASQ National Accreditation Board Results are only representative of the sample tested. All tests have been performed using the latest version unless otherwise indicated. This report shall not be reproduced except in full without written approval of Intertek. Report is subject to our standard Terms and Conditions which can be obtained at our website : http://www.intertek.com/terms Signed By: Date:

Tel.: +1 707 746 0556 Fax.: +1 707 745 1123 Email: [email protected]

Page 1 of 1 ends

6050 Egret Court, Benicia, California 94510 USA
Report Generated: 16-Jan-2019 9:16 am
ISO 9001:2015
ABS-QE Certificate # 30701
Min Max P/F

0.15 Pass

48.0 51.00 Pass

37.50 39.50 Pass
Undyed Pass
Clear Pass

0.01 Pass

0.004

0.002

0.5 Pass

97.0 103.0 Pass
3 Pass

3.0 Pass
2 Pass

0.1 Pass
10 Pass
Haley Terry, Assistant Laboratory Manager
1/16/2019
Pass
Pass
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1115
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1116
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1117
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1118
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1119
Liquid Caustic Soda, 50%
Membrane
55-1
Richmond, CA

ANALYSIS RESULT UNIT SPEC LIMITS METHOD
SODIUM HYDROXIDE (NaOH) 50.59 Wt % 48.5 - 51.0 ITM 4201 SODIUM OXIDE (Na2O) 39.20 Wt % 37.59 - 39.52 ITM 4201
SODIUM CHLORIDE (NaCl) 58 PPM 100 Max ASTM E1787
SODIUM CARBONATE (Na2CO3) 0.06 Wt % 0.15 Max ITM 4201
SODIUM CHLORATE (NaClO3) 19 PPM - ASTM E1787
SODIUM SULFATE (Na2SO4) 12 PPM 80 Max ASTM E1787
IRON (Fe) <1 PPM 5.0 Max ASTM E291
NICKEL (Ni) <0.5 PPM 0.5 MAX ICP
MERCURY (Hg) <0.1 PPM 0.1 MAX FCC
COLOR (DESCRIPTION) Clear ITM 1017
SPECIFIC GRAVITY (@ 60 oF) 1.5211 ASTM D4052
575222
328418
ANALYSIS PERFORMED BY Intertek
1/19/2019
NOTE: This product meets all provisions of Food Chemicals Codex, Latest Edition (FCC) Certified to NSF/ANSI Standard 60, MUL 100mg/L
______________________________
Leo Fialla
T +1 919-474-3400
F +1 919-472-0409
Durham, NC 27703 (USA)

CERTIFICATE OF ANALYSIS
Product Grade:

Tank Number:

Location:

PRODUCT NUMBER

LOT NUMBER

EFFECTIVE DATE
Brenntag Global Marketing, LLC
4620 Creekstone Drive, Suite 140
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1120
PO Box 24055, MS 702 • Oakland, CA 94623 • www.bacwa.org Central Contra Costa Sanitary District • East Bay Dischargers Authority • City of San Jose • East Bay Municipal Utility District • City & County of San Francisco March 15, 2022
Brenntag Pacific, Inc.

Attn: Laura Tua
10747 Patterson Place
Santa Fe Springs, CA 90670
RE: Award Contract in Response to Bay Area Chemical Consortium (BACC) Bid No. 12-2022 for Supply and Delivery of SODIUM HYDROXIDE to the Central Valley region.

Dear Ms. Tua,
We are pleased to advise you that the bid submitted by Brenntag Pacific, Inc. for Bid No. 12-2022 was determined to be the lowest responsive bid for the supply and delivery of SODIUM HYDROXIDE during the period July 1, 2022 through June 30, 2023 for the Central Valley region.

The participating BACC Agencies should be contacting you shortly to discuss entering into contracts with Brenntag Pacific, Inc. for their respective facilities.

Bay Area Chemical Consortium sincerely appreciates your efforts and participation in the competitive bid process.

If you have any questions, please free to contact me at [email protected] Sincerely,
Jennifer Dyment
Assistant Executive Director
BACWA.org
as Coordinating Agency for the Bay Area Chemical Consortium Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1121
Bay Area Clean Water Agencies
Bid Results for Project 12-2022 SODIUM HYDROXIDE
Issued on 01/27/2022
Bid Due on February 24, 2022 4:00 PM (PDT)
Exported on 02/24/2022

REGIONAL BID AWARD

CENTRAL VALLEY TOTAL
EST ANNUAL dry ton OVERALL

BID PRICE TOTAL EST BID PRICE TOTAL EST COST FOR
PER Dry ton COST PER dry ton COST REGION
Olin Corporation $994.00000 $475,132.00 $866.00000 $134,230.00 $609,362.00 Brenntag Pacific, Inc. $975.00000 $466,050.00 $833.00000 $129,115.00 $595,165.00 Univar Solutions USA Inc. $1,142.33000 $546,033.74 $816.74000 $126,594.70 $672,628.44

EAST BAY TOTAL
EST ANNUAL QTY Dry Ton OVERALL

BID PRICE TOTAL EST BID PRICE TOTAL EST BID PRICE TOTAL EST BID PRICE TOTAL EST COST FOR PER Dry Ton COST PER Dry Ton COST PER Dry Ton COST PER Dry Ton COST REGION Olin Corporation $877.00000 $781,407.00 $781,407.00
Brenntag Pacific, Inc. $825.00000 $735,075.00 $735,075.00 Univar Solutions USA Inc. $777.03000 $692,333.73 $692,333.73

MARIN SONOMA NAPA TOTAL
EST ANNUAL QTY Dry Ton OVERALL

BID PRICE TOTAL EST BID PRICE TOTAL EST COST FOR
PER Dry Ton COST PER Dry Ton COST REGION
Olin Corporation $928.00000 $74,240.00 $879.00000 $546,738.00 $620,978.00 Brenntag Pacific, Inc. $955.00000 $76,400.00 $825.00000 $513,150.00 $589,550.00 Univar Solutions USA Inc. $873.50000 $69,880.00 $805.77000 $501,188.94 $571,068.94

NORTH BAY TOTAL
EST ANNUAL QTY Dry Ton OVERALL

BID PRICE TOTAL EST BID PRICE TOTAL EST COST FOR
PER Dry Ton COST PER Dry Ton COST REGION
Olin Corporation $955.00000 $2,322,560.00 $865.00000 $830,400.00 $3,152,960.00 Brenntag Pacific, Inc. $935.00000 $2,273,920.00 $820.00000 $787,200.00 $3,061,120.00 Univar Solutions USA Inc. $860.20000 $2,092,006.40 $740.45000 $710,832.00 $2,802,838.40

SACRAMENTO TOTAL
EST ANNUAL QTY Dry Ton OVERALL

BID PRICE TOTAL EST BID PRICE TOTAL EST BID PRICE TOTAL EST BID PRICE TOTAL EST COST FOR PER Dry Ton COST PER Dry Ton COST PER Dry Ton COST PER Dry Ton COST REGION Olin Corporation $1,074.00000 $4,296.00 $1,043.00000 $762,433.00 $993.00000 $165,831.00 $891.00000 $1,229,580.00 $2,162,140.00 Brenntag Pacific, Inc. $1,040.00000 $4,160.00 $1,020.00000 $745,620.00 $1,005.00000 $167,835.00 $875.00000 $1,207,500.00 $2,125,115.00 Univar Solutions USA Inc. $1,019.35000 $4,077.40 $967.58000 $707,300.98 $957.34000 $159,875.78 $806.36000 $1,112,776.80 $1,984,030.96

SOUTH BAY TOTAL
EST ANNUAL QTY Dry Ton AGGREGATE

BID PRICE TOTAL EST BID PRICE TOTAL EST BID PRICE TOTAL EST COST FOR PER Dry Ton COST PER Dry Ton COST PER Dry Ton COST REGION Olin Corporation $1,016.00000 $10,160.00 $0.0000 0 $879.0000 $1,758,000.00 $1,768,160.00 Brenntag Pacific, Inc. $1,030.00000 $10,300.00 $1,550.0000 $4,650.0000 $828.0000 $1,656,000.00 $1,670,950.00 Univar Solutions USA Inc. $975.43000 $9,754.30 $2,129.7400 $6,389.2200 $779.6000 $1,559,200.00 $1,575,343.52

TRI VALLEY TOTAL
EST ANNUAL QTY Dry Ton OVERALL

BID PRICE TOTAL EST BID PRICE TOTAL EST COST FOR
PER Dry Ton COST PER Dry Ton COST REGION
Olin Corporation $987.00000 $320,775.00 $863.00000 $560,950.00 $881,725.00 Brenntag Pacific, Inc. $965.00000 $313,625.00 $827.00000 $537,550.00 $851,175.00 Univar Solutions USA Inc. $907.90000 $295,067.50 $761.37000 $494,890.50 $789,958.00 TOTAL EST QTY Dry Ton
CHECK: BID DOC TOTALS 4 1,624 2,602 6,658
325 650
4 1,624 2,602 6,658
10 3 2,000
20% CAUSTIC 25% CAUSTIC 30% CAUSTIC 50% CAUSTIC
4 731 167 1,380
20% CAUSTIC 25% CAUSTIC 30% CAUSTIC 50% CAUSTIC
0 0 2,432 960
20% CAUSTIC 25% CAUSTIC 30% CAUSTIC 50% CAUSTIC
0 80 0 622
20% CAUSTIC 25% CAUSTIC 30% CAUSTIC 50% CAUSTIC
0 0 0 891
20% CAUSTIC 25% CAUSTIC 30% CAUSTIC 50% CAUSTIC
478 0 155
20% CAUSTIC 25% CAUSTIC 30% CAUSTIC 50% CAUSTIC
20% CAUSTIC 25% CAUSTIC 30% CAUSTIC 50% CAUSTIC
Contract with Brenntag Pacific for Sodium Hydroxide (25%)

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EXHIBIT 3 1122
EXHIBIT 4 1123
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.

Contract with Univar Solutions USA for Sodium Hydroxide (50%)

Page 6 of 214 ends

EXHIBIT 4 1124

EXHIBIT A

STATEMENT OF WORK

1. Project Objectives
The objective of this project is for the supply and delivery of Sodium Hydroxide (50%) as outlined in the bid specifications incorporated herein by reference.

2. Project Scope
The Contractor shall provide the goods and insurance as specified. The contractor shall supply Material Safety Data Sheets.

3. Notices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:

Contractor: Univar Solutions USA, Inc. City: City of Stockton Attn: Jennifer Perras Attn: City Manager
8201 S. 212th Street 425 N. El Dorado Street
Kent, WA 98032 Stockton, CA 95202

4. Option to Renew.

Contract with Univar Solutions USA for Sodium Hydroxide (50%)

Page 2 of 214 ends

EXHIBIT 4 1125
Exhibit B:

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

Contract with Univar Solutions USA for Sodium Hydroxide (50%)

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EXHIBIT 4 1126
Limits of Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Claims Made Policies – (Note – applicable only to professional and/or pollution liability)
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

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

Contract with Univar Solutions USA for Sodium Hydroxide (50%)

Page 4 of 214 ends

EXHIBIT 4 1127

4. A copy of the claims reporting requirements must be submitted to the City of Stockton for review.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Contract with Univar Solutions USA for Sodium Hydroxide (50%)

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EXHIBIT 4 1128
Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Stockton
Attn: City Risk Services
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202
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EXHIBIT 4 1130

EXHIBIT C

GENERAL TERMS AND CONDITIONS

3. Compensation. City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.

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to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.

9. Contractor’s Status.

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control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

10. Subcontractor.

10.3 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor’s personnel.

11. Termination.

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15. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.

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19. Confidentiality. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

23. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.

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27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.

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29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

31. Entire Agreement, Integration, and Modification.

31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

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EXHIBIT 4 1137

EXHIBIT D

GOODS AND SERVICES SPECIAL TERMS AND CONDITIONS

1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:

3. Time for Performance.

3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.

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losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

5. Compensation

5.1 In addition to Section 3 Compensation in Exhibit C – GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:

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basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

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the actual manufacturer of such Product, or any warranties implied by law. Supplier’s warranty shall survive delivery of Product and shall not be deemed waived by City’s failure to discover defects, acceptance of the Product, or payment, therefore.

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No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Department of Industrial Relations- Contractor Registration information and web link: https://www.dir.ca.gov/public-works/publicworks.html. In compliance with Senate Bill 854 and the California Labor Code, all Bidders shall include with their Bid proof of registration from the Department of Industrial Relations (DIR) that includes the contractor’s Legal Name, Registration Number, License Type/Number, Registration Date and Expiration Date, for every contractor and subcontractor, regardless of tier.

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EXHIBIT 4 1142

EXHIBIT E

COMPENSATION SCHEDULE
The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $137,988 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

Annual cost decreases are allowed with written notice to the City.

2. Item Price. Below is the price for the products as described in Exhibit A of this Agreement.

Item Description Item Price
1 Sodium Hydroxide (50%) $816.74/Dry Ton

City of Stockton Municipal Utilities Department
Attention: Program Manager III - Wastewater
2500 Navy Drive
Stockton, CA 95206
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EXHIBIT F

TIMELINE

1. Consultant shall complete the requested services identified in Exhibit A as follows:

1.1 TIMELINE FOR COMPLETION OF WORK

INTENTIONALLY LEFT BLANK
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EXHIBIT G – DISCRIMINATION AND HARASSMENT POLICY (HR-15) Contract with Univar Solutions USA for Sodium Hydroxide (50%)

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EXHIBIT 4 1149
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EXHIBIT 4 1150
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EXHIBIT 4 1152
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EXHIBIT 4 1153
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EXHIBIT 4 1154
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EXHIBIT 4 1156
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EXHIBIT 4 1157
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EXHIBIT 4 1158

EXHIBIT H - BID DOCUMENTS
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1159
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1160
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1161
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1162
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1163
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1164
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EXHIBIT 4
1165
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1166
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EXHIBIT 4
1167
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EXHIBIT 4
1168
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EXHIBIT 4
1169
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EXHIBIT 4
1170
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1171
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1172
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1173
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1174
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EXHIBIT 4
1175
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EXHIBIT 4
1176
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EXHIBIT 4
1177
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EXHIBIT 4
1178
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EXHIBIT 4
1179
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EXHIBIT 4
1180
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EXHIBIT 4
1181
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EXHIBIT 4
1182
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1183
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1184
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1185
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1186
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1187
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1188
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1189
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1190
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1191
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1192
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1193
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1194
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1195
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1196
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1197
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1198
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EXHIBIT 4
1199
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1200
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EXHIBIT 4
1201
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1202
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1203
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1204
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1205
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1206
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EXHIBIT 4
1207
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1208
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1209
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1210
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EXHIBIT 4
1211
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1212
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1213
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1214
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1215
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1216
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1217
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1218
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1219
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1220
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1221
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1222
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1223
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EXHIBIT 4
1224
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EXHIBIT 4
1225
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1226
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1227
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EXHIBIT 4
1228
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EXHIBIT 4
1229
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EXHIBIT 4
1230
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EXHIBIT 4
1231
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EXHIBIT 4
1232
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EXHIBIT 4
1233
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1234
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EXHIBIT 4
1235
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EXHIBIT 4
1236
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EXHIBIT 4
1237
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EXHIBIT 4
1238
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EXHIBIT 4
1239
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EXHIBIT 4
1240
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EXHIBIT 4
1241
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EXHIBIT 4
1242
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1243
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1244
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EXHIBIT 4
1245
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EXHIBIT 4
1246
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EXHIBIT 4
1247
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1248
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EXHIBIT 4
1249
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1250
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1251
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EXHIBIT 4
1252
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EXHIBIT 4
1253
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EXHIBIT 4
1254
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1255
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1256
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1257
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1258
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1259
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1260
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1261
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1262
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EXHIBIT 4
1263
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1264
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1265
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1266
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1267
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1268
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1269
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1270
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1271
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1272
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1273
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EXHIBIT 4
1274
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1275
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1276
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EXHIBIT 4
1277
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EXHIBIT 4
1278
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EXHIBIT 4
1279
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EXHIBIT 4
1280
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1281
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1282
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1283
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1284
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1285
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1286
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1287
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1288
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1289
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1290
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1291
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1292
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1293
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1295
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1297
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1298
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1300
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1301
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1318
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1319
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1320
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1321
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1322
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1323
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EXHIBIT 4
1324
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EXHIBIT 4
1325
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EXHIBIT 4
1326
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EXHIBIT 4
1327
Contract with Univar Solutions USA for Sodium Hydroxide (50%)

Page 205 of 214 ends

EXHIBIT 4
1328
Contract with Univar Solutions USA for Sodium Hydroxide (50%)

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EXHIBIT 4
1329
1 Contract with Univar Solutions USA for Sodium Hydroxide (50%)

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EXHIBIT 4
1330
Contract with Univar Solutions USA for Sodium Hydroxide (50%)

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EXHIBIT 4
1331
Contract with Univar Solutions USA for Sodium Hydroxide (50%)

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EXHIBIT 4
1332
Contract with Univar Solutions USA for Sodium Hydroxide (50%)

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EXHIBIT 4
1333
Contract with Univar Solutions USA for Sodium Hydroxide (50%)

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EXHIBIT 4
1334
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EXHIBIT 4
1335
March 15, 2022
Univar Solutions USA Inc.

Attn: Jennifer Perras
8201 S 212th St.

Kent, WA 98032
RE: Award Contract in Response to Bay Area Chemical Consortium (BACC) Bid No. 12-2022 for Supply and Delivery of SODIUM HYDROXIDE to East Bay, Marin Sonoma Napa, Sacramento, South Bay, North Bay and Tri Valley regions.

Dear Ms. Perras,
We are pleased to advise you that the bid submitted by Univar Solutions USA Inc. for Bid No. 12- 2022 was determined to be the lowest responsive bid for the supply and delivery of SODIUM HYDROXIDE during the period July 1, 2022 through June 30, 2023 for regions: East Bay, Marin Sonoma Napa, Sacramento, South Bay, North Bay and Tri Valley.

The participating BACC Agencies should be contacting you shortly to discuss entering into contracts with Univar Solutions USA Inc. for their respective facilities.

Bay Area Chemical Consortium sincerely appreciates your efforts and participation in the competitive bid process.

If you have any questions, please free to contact me at [email protected] Sincerely,
Jennifer Dyment
Assistant Executive Director
BACWA.org
as Coordinating Agency for the Bay Area Chemical Consortium Contract with Univar Solutions USA for Sodium Hydroxide (50%)

Page 213 of 214 ends

EXHIBIT 4 1336
Bay Area Clean Water Agencies
Bid Results for Project 12-2022 SODIUM HYDROXIDE
Issued on 01/27/2022
Bid Due on February 24, 2022 4:00 PM (PDT)
Exported on 02/24/2022

REGIONAL BID AWARD

CENTRAL VALLEY TOTAL
EST ANNUAL dry ton OVERALL

EAST BAY TOTAL
EST ANNUAL QTY Dry Ton OVERALL

MARIN SONOMA NAPA TOTAL
EST ANNUAL QTY Dry Ton OVERALL

NORTH BAY TOTAL
EST ANNUAL QTY Dry Ton OVERALL

SACRAMENTO TOTAL
EST ANNUAL QTY Dry Ton OVERALL

SOUTH BAY TOTAL
EST ANNUAL QTY Dry Ton AGGREGATE

TRI VALLEY TOTAL
EST ANNUAL QTY Dry Ton OVERALL

Page 214 of 214 ends

EXHIBIT 4 1337
EXHIBIT 5 1338
2 (Rev. 10.30.18)

EXHIBIT A

STATEMENT OF WORK

1. Project Objectives
The objective of this project is for the supply and delivery of Sodium Hypochlorite as outlined in the bid specifications incorporated herein by reference.

2. Project Scope
The Contractor shall provide the goods and insurance as specified. The contractor shall supply Material Safety Data Sheets.

3. Notices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:

Contractor: Univar Solutions USA, Inc. City: City of Stockton Attn: Jennifer Perras Attn: City Manager
8201 S. 212th Street 425 N. El Dorado Street
Kent, WA 98032 Stockton, CA 95202

4. Option to Renew.

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Page 2 of 172 ends

EXHIBIT 5 1339
3 (Rev. 10.30.18)
Exhibit B:

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

Contract with Univar Solutions USA for Sodium Hypochlorite

Page 3 of 172 ends

EXHIBIT 5 1340
4 (Rev. 10.30.18)
Limits of Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Claims Made Policies – (Note – applicable only to professional and/or pollution liability)
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

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

Contract with Univar Solutions USA for Sodium Hypochlorite

Page 4 of 172 ends

EXHIBIT 5 1341
5 (Rev. 10.30.18)

4. A copy of the claims reporting requirements must be submitted to the City of Stockton for review.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Contract with Univar Solutions USA for Sodium Hypochlorite

Page 5 of 172 ends

EXHIBIT 5 1342
6 (Rev. 10.30.18)
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Stockton.

Contract with Univar Solutions USA for Sodium Hypochlorite

Page 6 of 172 ends

EXHIBIT 5 1343
7 (Rev. 10.30.18)
Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Stockton
Attn: City Risk Services
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202
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Page 7 of 172 ends

EXHIBIT 5 1344
1 (Rev. 10.30.18; Mod 10.28.20 SG)

EXHIBIT C

GENERAL TERMS AND CONDITIONS

3. Compensation. City shall pay Contractor for services rendered pursuant to this Agreement as described more particularly in Exhibit A and Exhibit E to the Agreement.

Page 8 of 172 ends

EXHIBIT 5 1345
2 (Rev. 10.30.18; Mod 10.28.20 SG)
to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

8. Amendment. No variation of the terms of this Agreement shall be valid unless an amendment is made in writing and signed by both parties.

9. Contractor’s Status.

Page 9 of 172 ends

EXHIBIT 5 1346
3 (Rev. 10.30.18; Mod 10.28.20 SG)
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Contractor has control over the manner and means of performing the services under this Agreement. If necessary, Contractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.

10. Subcontractor.

10.3 It is further understood and agreed that Contractor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor’s personnel.

11. Termination.

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Page 10 of 172 ends

EXHIBIT 5 1347
4 (Rev. 10.30.18; Mod 10.28.20 SG)

15. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed in Exhibit A to this Agreement.

Contract with Univar Solutions USA for Sodium Hypochlorite

Page 11 of 172 ends

EXHIBIT 5 1348
5 (Rev. 10.30.18; Mod 10.28.20 SG)

19. Confidentiality. Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

23. No Personal Liability. No official or employee of City shall be personally liable to Contractor in the event of any default or breach by the City or for any amount due Contractor.

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Page 12 of 172 ends

EXHIBIT 5 1349
6 (Rev. 10.30.18; Mod 10.28.20 SG)

27. Taxes and Charges. Contractor shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.

28. Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.

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Page 13 of 172 ends

EXHIBIT 5 1350
7 (Rev. 10.30.18; Mod 10.28.20 SG)

29. Advice of Attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its attorneys or the opportunity to seek such advice.

30. Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.

31. Entire Agreement, Integration, and Modification.

31.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.

33. Authority. The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

Contract with Univar Solutions USA for Sodium Hypochlorite

Page 14 of 172 ends

EXHIBIT 5 1351
1 (Rev. 10.30.18)

EXHIBIT D

GOODS AND SERVICES SPECIAL TERMS AND CONDITIONS

1. Definitions. The following words and phrases have the following meanings for purposes of this Agreement:

3. Time for Performance.

3.1 Contractor shall perform the services according to the schedule contained in Exhibit F.

Page 15 of 172 ends

EXHIBIT 5 1352
2 (Rev. 10.30.18)
losses or expenses incurred by Contractor by reason of delays or hindrances in the performance of the Services, whether or not caused by the City.

4. Standard of Performance
In addition to Exhibit C, Section 4 and 17, Contractor agrees as follows:

5. Compensation

5.1 In addition to Section 3 Compensation in Exhibit C – GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:

Page 16 of 172 ends

EXHIBIT 5 1353
3 (Rev. 10.30.18)
basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contractor may vary the compensation for each task in Exhibit E provided that the total project compensation listed in Exhibit E and the Standard Agreement is not exceeded.

Page 17 of 172 ends

EXHIBIT 5 1354
4 (Rev. 10.30.18)
the actual manufacturer of such Product, or any warranties implied by law. Supplier’s warranty shall survive delivery of Product and shall not be deemed waived by City’s failure to discover defects, acceptance of the Product, or payment, therefore.

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Page 18 of 172 ends

EXHIBIT 5 1355
5 (Rev. 10.30.18)
No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Department of Industrial Relations- Contractor Registration information and web link: https://www.dir.ca.gov/public-works/publicworks.html. In compliance with Senate Bill 854 and the California Labor Code, all Bidders shall include with their Bid proof of registration from the Department of Industrial Relations (DIR) that includes the contractor’s Legal Name, Registration Number, License Type/Number, Registration Date and Expiration Date, for every contractor and subcontractor, regardless of tier.

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Page 19 of 172 ends

EXHIBIT 5 1356
12 (Rev 10.30.18)

EXHIBIT E

COMPENSATION SCHEDULE
The Contractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:

1. Project Price

1.1 The maximum the Contractor shall be paid on this Agreement is $1,646,056 (hereafter the “not to exceed” amount). The “not to exceed” amount includes all payments to be made pursuant to this Agreement, including City approved reimbursable expenses, if any. Nothing in this Agreement requires the City to pay for work that does not meet the Standard of Performance identified in Exhibit D section 4 or other requirements of this Agreement.

Annual cost decreases are allowed with written notice to the City.

2. Item Price. Below is the price for the products as described in Exhibit A of this Agreement.

Item Description Item Price
1 Sodium Hypochlorite $1.5469/gallon

City of Stockton Municipal Utilities Department
Attention: Program Manager III - Wastewater
2500 Navy Drive
Stockton, CA 95206
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 20 of 172 ends

EXHIBIT 5 1357
1 (Rev, 10.30.18)

EXHIBIT F

TIMELINE

1. Consultant shall complete the requested services identified in Exhibit A as follows:

1.1 TIMELINE FOR COMPLETION OF WORK

INTENTIONALLY LEFT BLANK
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 21 of 172 ends

EXHIBIT 5 1358
EXHIBIT G – DISCRIMINATION AND HARASSMENT POLICY (HR-15) Contract with Univar Solutions USA for Sodium Hypochlorite

Page 22 of 172 ends

EXHIBIT 5 1359
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 23 of 172 ends

EXHIBIT 5 1360
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 24 of 172 ends

EXHIBIT 5 1361
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 25 of 172 ends

EXHIBIT 5 1362
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 26 of 172 ends

EXHIBIT 5 1363
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 27 of 172 ends

EXHIBIT 5 1364
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Page 28 of 172 ends

EXHIBIT 5 1365
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 29 of 172 ends

EXHIBIT 5 1366
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Page 30 of 172 ends

EXHIBIT 5 1367
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Page 31 of 172 ends

EXHIBIT 5 1368
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Page 32 of 172 ends

EXHIBIT 5 1369
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Page 33 of 172 ends

EXHIBIT 5 1370
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Page 34 of 172 ends

EXHIBIT 5 1371
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 35 of 172 ends

EXHIBIT 5 1372

EXHIBIT H - BID DOCUMENTS
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1373
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EXHIBIT 5
1374
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EXHIBIT 5
1375
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EXHIBIT 5
1376
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EXHIBIT 5
1377
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EXHIBIT 5
1378
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EXHIBIT 5
1379
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EXHIBIT 5
1380
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 44 of 172 ends

EXHIBIT 5
1381
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 45 of 172 ends

EXHIBIT 5
1382
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Page 46 of 172 ends

EXHIBIT 5
1383
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 47 of 172 ends

EXHIBIT 5
1384
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 48 of 172 ends

EXHIBIT 5
1385
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 49 of 172 ends

EXHIBIT 5
1386
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Page 50 of 172 ends

EXHIBIT 5
1387
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 51 of 172 ends

EXHIBIT 5
1388
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 52 of 172 ends

EXHIBIT 5
1389
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 53 of 172 ends

EXHIBIT 5
1390
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 54 of 172 ends

EXHIBIT 5
1391
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1392
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 56 of 172 ends

EXHIBIT 5
1393
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Page 57 of 172 ends

EXHIBIT 5
1394
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 58 of 172 ends

EXHIBIT 5
1395
Contract with Univar Solutions USA for Sodium Hypochlorite

Page 59 of 172 ends

EXHIBIT 5
1396
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1397
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1398
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1399
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1400
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EXHIBIT 5
1401
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EXHIBIT 5
1402
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EXHIBIT 5
1403
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EXHIBIT 5
1404
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EXHIBIT 5
1405
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EXHIBIT 5
1406
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EXHIBIT 5
1407
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EXHIBIT 5
1408
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EXHIBIT 5
1409
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EXHIBIT 5
1410
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EXHIBIT 5
1411
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EXHIBIT 5
1412
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EXHIBIT 5
1413
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EXHIBIT 5
1414
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EXHIBIT 5
1415
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EXHIBIT 5
1416
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EXHIBIT 5
1417
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EXHIBIT 5
1418
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EXHIBIT 5
1419
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EXHIBIT 5
1420
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EXHIBIT 5
1421
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EXHIBIT 5
1422
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EXHIBIT 5
1423
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EXHIBIT 5
1424
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EXHIBIT 5
1425
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EXHIBIT 5
1426
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EXHIBIT 5
1427
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EXHIBIT 5
1428
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EXHIBIT 5
1429
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EXHIBIT 5
1430
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EXHIBIT 5
1431
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EXHIBIT 5
1432
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EXHIBIT 5
1433
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EXHIBIT 5
1434
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EXHIBIT 5
1435
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EXHIBIT 5
1436
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EXHIBIT 5
1437
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EXHIBIT 5
1438
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EXHIBIT 5
1439
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EXHIBIT 5
1440
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EXHIBIT 5
1441
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EXHIBIT 5
1442
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EXHIBIT 5
1443
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EXHIBIT 5
1444
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EXHIBIT 5
1445
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EXHIBIT 5
1446
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EXHIBIT 5
1447
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EXHIBIT 5
1448
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EXHIBIT 5
1449
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EXHIBIT 5
1450
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EXHIBIT 5
1451
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EXHIBIT 5
1452
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EXHIBIT 5
1453
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EXHIBIT 5
1454
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EXHIBIT 5
1455
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EXHIBIT 5
1456
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EXHIBIT 5
1457
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EXHIBIT 5
1458
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EXHIBIT 5
1459
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EXHIBIT 5
1460
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EXHIBIT 5
1461
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EXHIBIT 5
1462
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EXHIBIT 5
1463
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EXHIBIT 5
1464
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EXHIBIT 5
1465
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EXHIBIT 5
1466
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EXHIBIT 5
1467
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EXHIBIT 5
1468
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EXHIBIT 5
1469
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EXHIBIT 5
1470
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EXHIBIT 5
1471
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EXHIBIT 5
1472
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EXHIBIT 5
1473
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EXHIBIT 5
1474
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EXHIBIT 5
1475
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EXHIBIT 5
1476
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EXHIBIT 5
1477
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EXHIBIT 5
1478
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EXHIBIT 5
1479
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EXHIBIT 5
1480
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EXHIBIT 5
1481
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EXHIBIT 5
1482
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EXHIBIT 5
1483
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EXHIBIT 5
1484
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EXHIBIT 5
1485
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EXHIBIT 5
1486
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EXHIBIT 5
1487
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EXHIBIT 5
1488
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EXHIBIT 5
1489
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EXHIBIT 5
1490
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EXHIBIT 5
1491
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EXHIBIT 5
1492
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EXHIBIT 5
1493
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EXHIBIT 5
1494
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EXHIBIT 5
1495
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1496
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1497
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1498
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1499
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1500
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1501
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1502
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1503
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1504
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1505
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1506
Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5
1507
PO Box 24055, MS 702 • Oakland, CA 94623 • www.bacwa.org Central Contra Costa Sanitary District • East Bay Dischargers Authority • City of San Jose • East Bay Municipal Utility District • City & County of San Francisco March 15, 2022
Univar Solutions USA Inc.

Attn: Jennifer Perras
8201 S 212th St.

Kent, WA 98032
RE: Regional Award Contract in Response to Bay Area Chemical Consortium (BACC) Bid No. 13- 2022 for Supply and Delivery of SODIUM HYPOCHLORITE 12.5% in Central Valley, East Bay, Marin Sonoma Napa, North Bay, Peninsula, Sacramento, South Bay and Tri Valley regions.

Dear Ms. Perras,
We are pleased to advise you that the bid submitted by Univar Solutions USA Inc. for Bid No. 13-2022 was determined to be the lowest responsive bid for the supply and delivery of SODIUM HYPOCHLORITE 12.5% during the period July 1, 2022 through June 30, 2023 in regions:

Central Valley, East Bay, Marin Sonoma Napa, North Bay, Peninsula, Sacramento, South Bay and Tri Valley.

The participating BACC Agencies from the above regions should be contacting you shortly to discuss entering into contracts with Univar Solutions USA Inc. for their respective facilities.

Bay Area Chemical Consortium sincerely appreciates your efforts and participation in the competitive bid process.

If you have any questions, please free to contact me at [email protected] Sincerely,
Jennifer Dyment
Assistant Executive Director
BACWA.org
as Coordinating Agency for the Bay Area Chemical Consortium Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5 1508
Bay Area Clean Water Agencies
Bid Results for Project 13-2022 SODIUM HYPOCHLORITE 12.5% Issued on 01/27/2022
Bid Due on February 24, 2022 4:00 PM (PDT)
Exported on 02/24/2022

REGIONAL BID AWARD
Section
SODIUM
HYPOCHLORITE 12.5%
In 275-gal totes
(Optional bid item)
SODIUM HYPOCHLORITE 12.5%
In Carboys (Optional bid item)
SODIUM

HYPOCHLORITE

5.25% (Optional bid
item)
Description Central Valley East Bay
Marin Sonoma
Napa North Bay Peninsula Sacramento South Bay Tri Valley North Bay Central Valley North Bay Sacramento Sacramento Unit of Measure gal gal gal gal gal gal gal gal gal gal gal gal Univar Solutions USA Inc. 1.5469 1.4322 1.4640 1.3852 1.4916 1.5166 1.4642 1.4424 no bid no bid no bid no bid no bid Olin Corporation 1.5490 1.4940 1.5890 1.5490 1.5490 1.5490 1.6240 1.4940 no bid no bid no bid no bid 0.9290 Hasa, Inc. 5.0000 1.6300 5.0000 1.6100 5.0000 5.0000 5.0000 5.0000 2.0100 no bid no bid 2.1500 no bid Lowest responsive bid for each region
SODIUM HYPOCHLORITE 12.5% SODIUM HYPOCHLORITE 12.5% In Drums (Optional bid item) Per Section 2.16 Method of Award
Bids may be awarded by the participating BACC agencies to the lowest, responsive, and responsible bidder for each listed region meeting the specifications for bulk loads for the chemical. The lowest responsive bidder for this chemical will be determined for each region listed on the Bid Form. The bidder that meets the specifications and submits the lowest overall bid price for a particular region may be awarded the bid by the participating agencies in that region, assuming the bid is determined by BACC to be complete and in compliance with the bid requirements. The lowest overall bid price for each region will be determined by multiplying the estimated annual quantity for each participating agency within the particular region by the bid prices for the region, and adding up the aggregate cost. BACC has the right to delete terms or options from the bid contract documents and reserves the right to reject any and all bids and to waive irregularities in said bids.

Contract with Univar Solutions USA for Sodium Hypochlorite

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EXHIBIT 5 1509
1 (Rev. 2.11.20)

STANDARD AGREEMENT

CITY OF STOCKTON
STANDARD AGREEMENT Agreement Number:

1. This Agreement is entered into between the City of Stockton (“City”) and Pacific Star Chemical dba Northstar Chemical (“Contractor”) to provide Citric Acid for purchase as set forth in Exhibit A to this Agreement.

2. The term of this Agreement is as follows, unless amended as described in Exhibit A and Exhibit C, Section 8:

Commences on: July 1, 2022 Terminates on: June 30, 2023

3. The maximum not to exceed amount to be paid to Contractor for the term of this Agreement, including if authorized, reimbursement of expenses, is: $216,000

4. The complete Agreement consists of all the following Agreement documents which by reference are incorporated and made a part of this Agreement. The parties agree to comply with the terms and conditions of this Agreement.
(a) Exhibit A – Statement of Work
(b) Exhibit B – Insurance
(c) Exhibit C – General Terms and Conditions
(d) Exhibit D – Goods and Services Special Terms & Conditions (e) Exhibit E – Compensation Schedule
(f) Exhibit F – Timeline
(g) Exhibit G – Discrimination and Harassment Policy (HR-15) (h) Exhibit H – Bid Documents
IN WITNESS WHEREOF, the authorized parties have executed this Agreement.

CONTRACTOR
Contractor’s Name (if other than an individual, state whether a corporation, partnership, etc.):

Authorized Signature Date
Printed Name and Title of Person Signing
Address

CITY OF STOCKTON
Harry Black, City Manager Date
ATTEST:

Eliza R. Garza CMC, City Clerk
APPROVED AS TO FORM:

Lori M. Asuncion, Acting City Attorney
BY:

Contract with Northstar Chemical for Citric Acid

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Pacific Star Chemical as a dba of Northstar Chemical Corporation 4/15/2022
Matt Werger - Vice President/General Manager
14200 SW Tualatin-Sherwood Road, Sherwood, OR 97140
EXHIBIT 6 1510
NOTE: The City of Stockton is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City’s online insurance program requesting you to forward the email to your insurance provider(s). Please see attached flyer regarding PINS Advantage.

EXHIBIT A

STATEMENT OF WORK

1. Project Objectives
The objective of this project is for the supply and delivery of Citric Acid as outlined in the bid specifications incorporated herein by reference.

2. Project Scope
The Contractor shall provide the goods and insurance as specified. The contractor shall supply Material Safety Data Sheets.

3. Notices
Pursuant to Exhibit C – General Terms and Conditions, Paragraph 15 – Notices, the mailing address for all required notices is as follows:

Contractor: Pacific Star Chemical City: City of Stockton Attn: Julie DeBellis Attn: City Manager
14200 SW Tualatin-Sherwood Rd 425 N. El Dorado Street
Sherwood, OR 97140 Stockton, CA 95202

4. Option to Renew.

Contract with Northstar Chemical for Citric Acid

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EXHIBIT 6 1511
NOTE: The City of Stockton is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City’s online insurance program requesting you to forward the email to your insurance provider(s). Please see attached flyer regarding PINS Advantage.

Exhibit B:

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

Contract with Northstar Chemical for Citric Acid

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EXHIBIT 6 1512
4 (Rev. 10.30.18)
Limits of Insurance
The limits of insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Claims Made Policies – (Note – applicable only to professional and/or pollution liability)
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

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

Contract with Northstar Chemical for Citric Acid

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EXHIBIT 6 1513
5 (Rev. 10.30.18)

4. A copy of the claims reporting requirements must be submitted to the City of Stockton for review.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.

Contract with Northstar Chemical for Citric Acid

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City Council and Concurrent AuthoritiesMay 24, 2022

City Council and Concurrent Authorities
May 24, 2022