Docusign Envelope ID: 7388CC28 -746C-4458-963 4-BFEC9C8E4711
CITY OF STOCKTON
STANDARD AGREEMENT I Agreement Number:
1. This Agreement is entered into between the City of Stockton ("City") and Univar Solutions USA LLC ("Contractor") to provide Sodium Hypochlorite 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:07/01/2026 Terminates on: 06/30/2031
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: I $4,755,300 I
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 & Conditions
(d) Exhibit D - Professional Services Special Terms & Conditions (e) Exhibit E - Compensation Schedule
(f) Exhibit F - Timeline
(g) Exhibit G - Special Funding Terms & Conditions (If applicable check box)YES D IN WITNESS WHEREOF , the authorized parties have executed this Agreement.
CONTRACTOR
Univar Solutions USA LLC
l,s;~\?ijtractor's Name (if other than an individual, state whether a corporation, partnership , etc.):
~~ b~Lt, Mar ch 3 , 20 26 I 15 : 24 P ST
AEAe!ffi't,~~d Signature Date
S-i+!--Jei9-es- V1/esteffl -f2 • &A-V-tee-P r-es+EJ-e.r.t 8 V''P Printed Name and Title of Person Signing
8201 S. 212111 , Kent, WA 98032
Address
CITY OF STOCKTON
Johnny Ford, City Manager
ATTEST:
Katherine Roland, CMC, CPMC, City Clerk
APPROVED AS TO FORM:
Taryn Jones, Acting City Attorney
BY:
(Rev. 01.14.26)
1 Date
EXHIBIT 1
E
XHIBIT A
STATEMENT OF WORK
1. PROJECT OBJECTIVES
Supply and delivery of Sodium Hypochlorite ( 12.5%) to the Delta Water Treatment Plant (DWTP) and well sites as needed for a period of five years.
2. PROJECT SCOPE
The DWTP and well sites use chemicals to treat water and make it potable for human consumption. One of the chemicals needed for this process is Sodium Hypochlorite.
Contractor shall furnish, deliver, and transfer into City tanks Sodium Hypochlorite to the DWTP and other Municipal Utilities Department (MUD) facilities as required for a period of five years.
3. LIMITATIONS ON PRICE ADJUSTMENTS
There is no price increase in the first year of the contract. Thereafter, annual increases are not to exceed 5% for each succeeding year. In the event the Contractor increases base price in succeeding years, Contractor shall produce evidence that they have experienced a cost increase and by what amount costs have increased.
4. DELIVERY
Price quoted shall include all delivery and unloading charges, FOB Destination:
Delivery of services under this contract shall be made as follows:
DELTA WATER TREATMENT PLANT
11373 NORTH LOWER SACRAMENTO ROAD
LODI, CA 95242
Delivery bills of lading must be provided for each shipment. All bulk shipments must include a weight ticket from a certified weigh station in addition to a shipping manifest.
Delivery times and dates must be coordinated between the Contractor and City staff.
No delivery can be made when City staff are not on site. The Contractor must notify the City of any anticipated late deliveries at least 24 hours in advance of the scheduled delivery time and date, unless delivery delays are the result of in- route transportation delays, then notification must be provided as soon as possible to inform the City of the anticipated delivery date and time. Persistently late deliveries may be used as a basis for contract cancellation. Any deliveries not meeting chemical quality, regulatory, safety, or delivery requirements will be returned to the Contractor at no cost to the City and must be re -delivered by the Contractor within 48 hours of the unacceptable delivery.
No handling fees, offloading charges, or processing charges may be applied in addition to the freight charge.
It will be the responsibility of the Contractor to provide adequate assistance and/or equipment necessary to load and unload their products at the delivery site. No fee or additional charge will be accepted for split loads or multiple deliveries. Deliveries of chemicals shall be made within one week (5 business days) of notification (excluding EXHIBIT 1
w
eekends and holidays) of the time of order.
In cases of critical need, shorter delivery times, including possible weekend and holiday deliveries may be required. Delivery is to be between the hours of 7:00A.M. and 3:00 P.M., Monday through Friday. The Contractor with the particular plant destination shall pre-arrange any variance from these days and hours City will provide access to City maps, conceptual drawings, records, studies, plans and other documents relating to the project, based on availability.
The Contractor is responsible for providing the correct connections/apparatus at no additional cost to pump/fill the tanks onsite. Any accidental chemical spills will be the responsibility of the contractor to clean in accordance with any federal, state and local regulations.
5. SAFETY REQUIREMENTS
The Contractor, their employees, subcontractors, and/or agents must conform to the rules and regulations pertaining to safety established by the California Division of Industrial Safety, and they must adhere to all State, Federal and Occupational Safety and Health Act (OSHA) safety standards while they are on the premises of any City facility. Furnished equipment, materials, and/or services must comply with all OSHA standards and regulations, and all applicable governmental laws and orders. City staff reserve the right to individually refuse any shipment, at their sole discretion, which cannot be unloaded using safe and proper techniques. Any such refusal must result in the return of the chemical at the Contractor 's sole expense. If requested by City staff, the Contractor and/or the firm providing transportation of the chemical shall submit to a safety briefing at the City’s site before commencing deliveries. In addition, if requested by City staff, the Contractor and/or the firm providing transportation of the chemical ma y be asked to review site safety materials and provide a signed acknowledgement of their receipt of the materials.
6. SPILLAGE
The Contractor must be prepared to provide safety training on the safe handling and use of the chemical and emergency procedures in the event of a leak or spill. Should a chemical spill or leak result due to negligence, faulty equipment, or inferior packaging on the part of the Contractor or their agents, the Contractor and their agents must be responsible for cleaning the spill or leakage and for bearing any cost incurred due to spill or leakage clean-up. It must be the Contractors responsibility to effect immediate containment, clean- up, disposal, and restoration activities in accordance with the individual Facility's requirements and any and all applicable laws and regulations. All material associated with such clean up operations must be hauled away and lawfully disposed of at no charge to the City where the delivery is being made. The property of the City where the delivery is being made must not be used for such disposal. If the spill is NOT cleaned up, the City will hire a certified hazardous material handling company to clean up the spill, and the costs incurred, including any fines or penalties which may be imposed by regulating authorities, will be charged to the Contractor. Chemicals must stay in possession of the Contractor and must not be unloaded until accepted by the City. All chemicals must be delivered in accordance with Department of Transportation regulations.
EXHIBIT 1
7. IN
SPECTION AND ACCEPTANCE AT DESTINATION
Final inspection and acceptance shall be at destination. Although source inspection by the City is not anticipated, the City reserves the right to conduct such inspection as it deems appropriate. Standard operating procedures for delivery of product to include safety, offloading of product, onsite sampling and chemical analysis verification (quantity and quality), and spill procedures. Paperwork handling to include shipping documents, bill of lading, and any operator generated paperwork. City will provide the code building inspection and any special inspection required.
8. FORCE MAJEURE
Any Contractor that anticipates a workforce interruption or a production shutdown that could affect delivery of the chemical must email and call the contract manager to notify them of the potential interruption in deliveries.
9. LAWS AND REGULATIONS
All applicable State of California and Federal laws, City and County ordinances, licenses, and regulations of the City must apply during the contract period.
10. MATERIAL WARRANTY
Before the bid is awarded and, if applicable, the Contractor may be required to furnish a complete statement of the origin, composition and manufacture of any or all chemicals to be supplied, together with samples. The samples may be subjected to tests to determine their quality and fitness for the intended uses.
11. SPECIFICATIONS
Contractor agrees to furnish all quantities ordered by City during the contract period.
Quantities given are approximate usage per annum, City guarantees no minimum.
City reserves the right to increase and decrease the quantities. Contractor shall not exercise right of allocation during the term of this contract.
Sodium Hypochlorite must be NSF /ANSI 60 certified. A certified analysis of composition & MSDS shall accompany each delivery. Contractor shall furnish a certified analysis of composition and Material Safety Data Sheets (MSDS) with each delivery.
The certificate of analysis shall contain the following:
• Date of manufacture
• Date of delivery
• Shipper ID
• Specific gravity at 20°C
• Density at 20°C
• Appearance (color and odor)
• PH
No deliveries will be accepted by City staff unless accompanied by said certificate of EXHIBIT 1
anal
ysis for the specific batch or lot of chemicals delivered and the quality specifications listed in the bid contract documents are met. • Charges for certificate of analysis from a certified laboratory shall be included in the bid price.
• Failure to supply the required certificate of analysis shall be sufficient cause to reject the load. A certificate of analysis that does not meet AWWA Standard B306-07 shall be cause to reject the load.
Contractor shall provide emergency response training to City staff as required not less than twice annually. The first training session shall take place within sixty (60) days of contract commencement. The second training session shall take place midway through the contract period. City will provide a training room at DWSP as necessary.
Contractor shall provide samples or prepare test specimens of such materials to be furnished as the City may require. Sample items when called for, must be furnished free of expense. All materials must be of the specified quality and equal to the approved sample. Materials not in accordance with these specifications, in the opinion of City, shall be made to conform thereto. Uns atisfactory material will be rejected by City. Contractor shall remove and replace, at its own expense, any part of the material that has been improperly provided. If they refuse or neglect to replace such defective material, it may be replaced by City at the expense of Contractor.
12. ESTIMATED QUANTITY
The quantities indicated are estimates of anticipated usage for a 12-month period and are given for informational purposes only. Nothing in these estimated annual quantities must be construed as obligating the City to purchase specific quantities, as these quantities may vary depending on actual operating conditions and demands during the contract term. The City reserves the right to purchase any volume of the chemical listed at the contract price, regardless of stated estimates of quantities. No price adjustments will be allowed as a result of an increase or a decrease in the quantity purchased.
CHEMICAL ESTIMATED ANNUAL
USAGE UNIT
SODIUM HYPOCHLORITE
(12.5%)
252,540 GALL
ONS
13. TAXES
Pursuant to applicable provisions of the California Sales and Use Tax Law and related CDTFA guidance, chemicals added to water that is resold and that remain in the water as integral components of the treated water product may be purchased exempt from sales and use tax with a valid resale or exemption certificate.
The City shall provide all required resale or sales/exemption certificates to Contractor.
Invoices for exempt chemical purchases shall exclude sales/use tax. Any tax collected in error shall be refunded or credited to the City.
EXHIBIT 1
14. IN
VOICE
The following information must be provided on the invoice for each shipment delivered.
1. Order date, time and person placing order
2. Delivery date and time
3. Gallons of chemicals delivered
4. Price of Chemical
5. Total charge for Chemical delivery
6. Contract Number
Invoi
ces are to be emailed directly to [email protected].
15. CONTRACT PERIOD
For a period of five years.
16. 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 LLC
Attn: Jennifer M. Perras
8201 S 212
th Street
Kent, WA 98032
City:
City of Stockton
Attn: Clara Isho
11373 N. Lower Sacramento Road
Lodi, CA 95242
17. KEY PER
SONNEL
Clara Isho
Program Manager II
Water Division
Municipal Utilities Department
18. OPTION TO RENEW
There is no option to renew.
EXHIBIT 1
Exhibit B:
Insurance Requirements
(Chemical Sodium Hypochlorite)
Cont
ractor 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, his 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 SC
OPE AND LIMIT OF INSURANCE
Cov
erage shall be at least as broad as:
1. Com
mercial 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. Aut
omobile 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. Work
ers’ 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. Env
ironmental Impairment/Contractors’ Pollution Legal Liability with limits no less than $2,000,000 per occurrence or claim, to include liability for Groundwater contamination, Explosion, Sudden and Accidental and Environmental cleanup, etc.
If t
he contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Stockton requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Stockton.
EXHIBIT 1
Self -Insured Retentions
Self-insured retentions must be declared to and approved by the City of Stockton. The City of Stockton may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. 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. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000 unless approved in writing by City of Stockton. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties. City of Stockton may deduct from any amounts otherwise due Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named Insured.
The policy must also provide that Defense costs, including the Allocated Loss Adjustment Expenses, will satisfy the SIR or deductible. City of Stockton reserves the right to obtain a copy of any policies and endorsements for verification.
Other Insurance Provisions
A. The General Liability, Automobile Liability, Contractors Pollution Liability, and/or Asbestos Pollution policies are to contain, or be endorsed to contain, the following provisions:
1. The City of Stockton, its officers, officials, employees, and volunteers are to be covered as additional insureds 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, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions 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.
2. For any claims related to this project, the Contractor’s insurance coverage shall be primary and non-contributory insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Stockton, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Stockton, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. The City of Stockton does not accept EXHIBIT 1
endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.
3. Eac
h insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Stockton.
B. The
Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by Contractor pursuant to the contract. This coverage may also be provided on the Contractors Pollution Liability policy.
C. If G
eneral Liability, Contractors Pollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions coverages are written on a claims-made form:
1. The
retroactive date must be shown and must be before the date of the contract or the beginning of contract work.
2. Insur
ance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If c
overage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
4. A c
opy of the claims reporting requirements must be submitted to the City of Stockton for review.
5. If t
he services involve lead-based paint or asbestos identification / remediation, the Contractors Pollution Liability shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification / remediation, the Contractors Pollution Liability shall not contain a mold exclusion and the definition of “Pollution” shall include microbial matter including mold.
Umbrella or Excess Policy
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss EXHIBIT 1
covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A:VII if admitted in the State of California.
Verification of Coverage
Cont
ractor 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 and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the City of Stockton 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. 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.
Waiver of Subrogation
Contractor hereby grants to City of Stockton a waiver of subrogation which any insurer may acquire against City of Stockton, its officers, officials, employees, and volunteers, from Contractor by virtue of the payment of any loss. 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.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City of Stockton is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must EXHIBIT 1
be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work .
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.
Certi
ficate Holder Address
The
address for mailing certificates, endorsements and notices shall be:
City
of Stockton
Its Officers, Officials, Employees and Volunteers
400 E Main Street, 3rd Floor – HR
Stockton, CA 95202
EXHIBIT 1
EXHIBIT C
GENERAL T
ERMS 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.
3.1 Invoi
ces 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 com
pletion 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 sh all 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 1 EXHIBIT 1
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 deliver y 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 Contrac tor to comply with the time limit s 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 2 EXHIBIT 1
control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. Con tractor 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 all Subcontractors must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Subcontractors 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. 3 EXHIBIT 1
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 s hall 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 m ay 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
and indemnify City of Stockton and
its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, cos
ts (including without limitation costs and
fees of litigation) of every
nature arising out of or in connection with
Contractor’s performance of work hereunder or its failure to comply with any of its obligations contained in
this agreement, except such loss or damage
which was caused by the
sole negligence or willful misconduct of the City
of Stockton. This obligation is independent of, and shall not in any way be limited by, the minimum insurance
obligations contained in this agreement.
These obligations shall survive the completion or 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 A
greement 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, addr
essed 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. 4 EXHIBIT 1
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 Agr eement, 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 m anner of degree by the performance of Contractor ’s services under this Ag reement. 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 Cit y 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. Neithe r 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 for ce 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 attorn eys 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 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 S ervices, 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 EXHIBIT 1
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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 S ervices 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 member s 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 s ubcontractors 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 EXHIBIT 1
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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 compens ation 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 Deliverables furnished by Contractor must be as specified in Exhibit A 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 Contractor, the portion of any Deliverable which may be defective or fail to comply with specifications in Exhibit A without invalidating the remainder of the Deliverables. If rejected, Deliverable will be held for disposition at the expense and risk of Contractor. Payment for Deliverable prior to inspection shall not constitute acceptance of the Deliverable.
9. Warranty
Contractor warrants that (i) any Deliverable created or performed by Contractor for City under this Agreement will conform to specifications, drawings or samples furnished by City to Contractor for a minimum period of one year, and (ii) any standard Deliverable sold by Contractor to other customers besides City will meet or exceed any of the standards for such types of product in industry, any express or implied warranty stated or EXHIBIT 1
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advertised by Contractor or the actual manufacturer of such Deliverable, or any warranties implied by law. Contractor’s warranty shall survive delivery of Deliverable and shall not be deemed waived by City’s failure to discover defects, acceptance of the Deliverable, or payment, therefore.
10. Ownership
Contractor shall have title to and bear the risk of any loss or damage to the Deliverable until the Deliverable is delivered and accepted by City in conformity with this Agreement. Upon delivery and acceptance, Deliverable delivered by Contractor 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 Deliverable. All artwork, patterns, dies, models, samples, materials, drawings, specifications, technical material, advertising material and any other personal property furnished by City to Contractor, or specifically paid for by City for use in performance of the Agreement, shall be and remain the property of City and said property shall be used only for Deliverables benefiting City. Contractor 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 Contractor label applicable Deliverables accordingly and provide associated Safety Data Sheets (“SDS”) to City.
Deliverables must conform with all applicable federal, state, and local laws . Such conformity includes compliance with federal sanctions, and Contractor certifies that it has not and will not engage in prohibited transactions with sanctioned persons or entities.
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 EXHIBIT 1
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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)].
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 Agreement. Contractor shall observe shipping instructions and, unless otherwise stated in the instructions, shall ship Deliverables in the safest and most economical manner necessary to meet the delivery date specified in the Agreement.
Contractor shall provide an itemized packing list showing the Agreement number with the shipment. Contractor shall include the Agreement number on all packages, boxes, invoices, and shipping documents. Contractor 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 Contractor’s expense, any shipments not containing the Agreement number or stock numbers as required under this section.
14. Deliveries
TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ANY ORDER. If Deliverable is not provided or performed within the times specified in the Agreement, City may cancel the Agreement and hold Contractor liable for damages incurred due to the untimely delivery including, but not limited to, the additional costs resultant from City procuring substitute Deliverables elsewhere.
15. Price and Quantities
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Prices and quantities set forth in this Agreement may not be altered by Contractor without the prior written authorization of City, with the exception that quantities of custom paper or printed Deliverables, chemicals, or fuel may deviate from those in the Agreement by the lesser of standard industry practices.
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EXHIBIT E
COMPENSATION SCHEDULE
The C
ontractor shall be compensated for the services identified in Exhibit A, Exhibit C, and Exhibit D to this Agreement as follows:
1. Proj
ect Price
1.1 The maximum the Contractor shall be paid on this Agreement is $4,755,300 (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 Standard Reimbursable Items : Only the reimbursable items identified in Exhibit A , C, and D ( Compensation), shall be compensated to the Contractor .
Reimbursable expenses will be reimbursed without markup. Fees plus reimbursable expenses shall not exceed the amount set forth in section 1.1 of this Exhibit and a copy of the original invoice for the items listed in i, ii or iii below shall be attached to the invoice submitted to the City for reimbursement. Payments shall be based upon work documents submitted by the Contractor to the City and accepted by the City as being satisfactory to City’s needs. The C ity shall not pay a markup on any of the items listed in i, ii or iii .
Additionally, items such a telephone, fax, postage or freight are already included in the billable hourly rate. Contractor shall be reimbursed the direct expenses, which are the actual cost of the following items that are reasonable, necessary and actually incurred, by the Contractor in connection with the services:
i. Expens
es, fees or charges for printing, reproduction or binding of documents at actual costs with no markup added to the actual cost. ii. Any f
iling fees, permit fees, or other fees paid or advanced by the Contractor at actual costs with no markup added to the actual cost. iii. Trav
el expenses shall be reimbursed in accordance with the C ity’s travel policy, which is incorporated herein by reference.
Reimbursement shall be made at actual costs with no markup added to the actual cost.
1.3 The C
ontractor 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.
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1.4 If work is completed before the “not to exceed” amount is reached, the Contractor’s compensation will be based on the Contractor ’s invoices previously submitted for acceptable work performed and approved.
1.5 Subcontractor Costs: Compensation for sub contractors shall be limited to the same restrictions imposed on the Contractor . Maximum markup Contractor may apply to subcontractor fees, minus reimbursable expenses, shall not exceed N/A %.
2. Task Price . Below is the price for the services and reimbursable expenses as described in Exhibit A of this Agreement.
Task Description Unit Price
1 DWTP Deliveries 3.24/gal
2 Well Site Deliveries 4.17/gal
3. Hourly Rates. The following is a list of hourly billable rates that Contractor shall apply for additional services requested of the Contractor . Contractor shall be compensated based on the hourly rates set forth below, on a time and material basis for those services that are within the general scope of services of this Agreement, but beyond the description of services required under Exhibit A, and all services are reasonably necessary to complete the standards of performance required by this Agreement. Any changes and related fees shall be mutually agreed upon between the parties by a written amendment to this A
greement.
Hourly Billable Rate Schedule
Title
Role on Project
Hourly Billable
Rates
N/A $
$
$
4. Additional Fees. Should an amendment to the Agreement be issued for additional services that require the following items, the unit prices are as follows:
Title Unit Price
N/A $
5. 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:
Please send all invoices to [email protected] and cc contract manager [email protected].
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EXHIBIT F
TIMELINE
1. Contractor shall complete the requested services identified in Exhibit A as follows:
1.1 TIMELINE FOR COMPLETION OF WORK
Task Due Date
Supply and delivery of Sodium Hypochlorite (12.5%) to the Delta Water Treatment Plant (DWTP) and well sites as
needed for a period of five years.
June 30, 2031
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