EXHIBIT 2
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 Polymer to the City of Stockton Regional Wastewater Control Facilit y as outlined in the bid specifications incorporated herein by reference from Exhibit H.
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: USALCO, LLC City: City of Stockton
Attn: Terry Waldo Attn: City Manager
2601 Cannery Avenue 425 N. El Dorado Street
Baltimore, MD 21226 Stockton, CA 95202
Contract for Polymer Purchase
EXHIBIT 2
1 (REV 2025-06-04)
EXHIBIT B
INSURANCE REQUIREMENTS
(Chemical DAFT Polymer)
Contractor shall procure and maintain for the duration of th e 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 sh ould be maintained for a mini mum 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 Servi ces 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 $2,000,000 per occurrence. If a general aggr egate 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 Co ntractor has no owned auto s, 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.
If the 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.
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 Contract for Polymer Purchase
EXHIBIT 2
2 (REV 2025-06-04)
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, incl uding 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 su bcontractor 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) pr ovision 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 satisf y 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, Auto mobile Liability, Contractors Pollution Liab ility, and/or Asbestos Pollution policies ar e 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 liab ility 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 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 Organi zation 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, offici als, 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 endorsemen ts limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.
3. Each insurance policy required above sh all provide that coverage shall not be canceled, except with notice to the City of Stockton.
Contract for Polymer Purchase
EXHIBIT 2
3 (REV 2025-06-04)
B. The Automobile Liability po licy 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 prov ided on the Contractors Pollution Liability policy.
C. If General 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. Insurance must be maintain ed and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-rene wed, 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 copy of the claims re porting requirements must be submitted to the City of Stockton for review.
5. If the services involve le ad-based paint or asbestos id entification / remediation, the Contractors Pollution Liability shall no t contain lead-based paint or asbestos exclusions. If the services involve mo ld 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 sh all 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 defens e requirements. The Umbrella or Excess policies shall be provide d 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 a pply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.
Contract for Polymer Purchase
EXHIBIT 2
4 (REV 2025-06-04)
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
Contractor shall furnish the City of Stockton with original certifi cates 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 Stoc kton reserves the right to require complete, certified copies of all requir ed insurance policies, includin g endorsements required by these specifications, at any ti me. 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 of ficers, officials, em ployees, and volunteers, from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be nece s s a r y t o a f f e c t t h i s w a i v e r o f s u b r o g a t i o n , b u t t h i s 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 sha ll 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, se rvice, or repair work , shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
Contract for Polymer Purchase
EXHIBIT 2
5 (REV 2025-06-04)
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.
Certificate Holder Address
The address for mailing certificates, endorsements and notices shall be:
City of Stockton
Its Officers, Officials, Employees and Volunteers
425 N El Dorado Street
Stockton, CA 95202
Contract for Polymer Purchase
EXHIBIT 2
1 (Rev. 11.7.2025)
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 so le 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 Invoices 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 the invoice, and if acceptable make payment on approved invoice.
3.2 Upon completion of work and acceptance by the City, Contractor shall have sixty (60) days in which to submit final invoice(s) for payment. An extension may be granted by the City upon receiving a wri tten 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 work manlike 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 it s 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 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 Contract for Polymer Purchase
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expense. The Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than the performance of services under this Agreement and shal l 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 th is 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 exte nsion or change in the scope of work shall be discussed with the City and the change and cost shall be memorialized in a written amendment to the original c ontract prior to the performance of the additional work. Until the amendment is so executed, the City will not be responsible for paying any charges Contractor may incu r 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 Agr eement, has no authority to bind or incur any obligation on behalf of the 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, o fficer 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 deter mine the method, details and means of performing the work and
services to be provided by Contract or under this Agreement.
Contractor shall be responsible to the City only for the requirements and results specified in this Agreement and, exc ept as expressly provided in this Agreement, shall not be subjected to t he City's control with respect to the physical action or activities of Contra ctor in fulfillment of this Agreement.
Contractor has control over the manner and means of performing the services under this Agreement. If necessary, C ontractor has the responsibility for employing other persons or firms to assist Contractor in fulfilling the terms and obligations under this Agreement.
Contract for Polymer Purchase
EXHIBIT 2
3 (Rev. 11.7.2025)
9.3 If in the performance of this Agr eement 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 mu st issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Contractor's assigned personnel un der the terms and conditions of this Agreement.
10 Subcontractor.
10.1 Subcontractors shall not be recognized as having any direct or contractual relationship with the 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 will be bound by its
terms. Contractor is responsible to the 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 Agr eement 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 mu st issue W-2 forms or other forms as required by law for income and employment tax purposes for all of the 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 writ ing 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.
11.2 Should either party def ault 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 Contract for Polymer Purchase
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under this Agreement until funds are made available and until the Contractor has received funding availability, which wil l be confirmed in wr iting. 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 assi gn, 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 pe rmitted by law, Contractor shall hold harmless, defend and indemnify City of Stockton an d its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs, attorney fees, and fees of litigation) of every nature arising out of or in connection with Co ntractor’s performance of work hereunder or its failure to co mply 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 In surance obligations contained in this Agreement. These obligations shall survive the completion or termination of this Agreement.
14 Insurance. During the term of this Agreement, Cont ractor 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
required herein 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 prov ision 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.
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, certific ates and permits shall be maintained in full force and effect during the term of this Agreement.
Contract for Polymer Purchase
EXHIBIT 2
5 (Rev. 11.7.2025)
18 Records and Audits. Contractor shall maintain all records regarding this Agreement and the services performed for a period of th ree (3) years from the date that final payment is made. At any time during no rmal 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 reas onable 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 it s principals do not have any financial interest in real property, sources of income or investments 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.
Pursuant to Government Code 1090, Californi a Assembly Bill 334: Contractor or Consultants duties and services under this agreement shall not in clude preparing or assisting the public entity with any portion of the public entity’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the public entity. The public entity entering this agreement shall at all times retain responsib ility for public contracting, including with respect to any subsequent phase of this project. Contractor or Consultants participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminar y, or initial plans or specifications.
Contractor/consultant shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by the contractor pursuant to this agreement.
21 Waiver. In the event either City or Contractor at any time waives 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, pa rtial 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 appli cable, in the Federal Distr ict Court of California, Eastern District, Sacramento Division.
Contract for Polymer Purchase
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6 (Rev. 11.7.2025)
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 t he City or for any amount due Contractor.
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 t hereof 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 s hall not unlawfully discriminate in violation of any federal, stat e, or local law, rule or regulation against any employee, applicant for employment or person receiving services under this Agreement because of race, re ligion, 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 (G overnment 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 Regulati on or Code of Federal Regulat ions. 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 e xcluded from participation in, be denied the benefits of, or be subjected to discrimination under any progr am 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 responsib le for delays or failures in performance resulting from acts of God, acts of civil or m ilitary authority, terrorism, fire, flood, strikes, war, epidemics, pandemi cs, 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 re sponsible for payment of all taxes, fees, contributions or charges applicable to the conduct of the Contractor’s business.
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28 Cumulative Rights. Any specific right or remedy pr ovided in this Agreement will not be exclusive but will be cumulative of all other rights and remedies to which may be legally entitled.
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 Dispute Resolution; Attorney Fees. Any dispute arising out of or relating to the terms and provisions of this Agreement shall be addressed in good faith by the parties.
If a dispute cannot be resolved through informal negotiations, either party may pursue all remedies available under applicable law.
In the event of any disput e between the parties concerning the terms and provisions of this Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred, including reasonable attorneys’ fees.
31 Heading Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be considered in construing this Agreement.
32 Entire Agreement, Integration, and Modification.
32.1 This Agreement represents the entire integrated agreement between Contractor and the City; s upersedes 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.
32.2 All Exhibits to this Agreement and this Agreement are intended to be construed as a single document.
33 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.
34 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 Agreem ent and any and all work necessary to complete them or carry them out fu lly 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 materi al, work, or thing delivered by one party to the other, including associated technical documentation.
A deliverable can be a tangible or intangible part 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 provi de 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 Contract for Polymer Purchase
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reimbursed by the City, for damages, charges, or other 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 exercis ed by members of Contractor’s profession currently practicing under si milar conditions. Contractors 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 requireme nt under California law, Contractor shall maintain t hat license, certification, re gistration, 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 ensure 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 a ccuracy of all Services or Deliverables furnished, whether by Contractor or its subc ontractors or others on its behalf. All Deliverables must be prepared in a form and content satisfac tory to the Using Agency and delivered in a timely manner consistent with the requirements of this Agreement.
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 revi ew, approval, acceptance, or payment for any of the Serv ices by the City does not re lieve 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 Compensati on in Exhibit C – GTC, the Contractor shall be compensated for the services provided under this Agreement as follows:
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5.1.1 Contractor shall be compensated for services rendered and accepted under this Agreement and shall be paid m onthly, in arrears on a not to exceed basis, based upon the rates set forth in Exhibit E attached hereto and made a part of this Agreement. Contract or 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 with 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 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 conf idential and the Contractor agrees that they shall not be made available to any individual or or ganization 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 government al authority, is already rightfully in the Contractor’s possession wit hout obligation of c onfidentiality, is independently developed by Co ntractor outside the scope of this Agreement or is rightfully obtained from third par ties. 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 the Contractor must be as specified in Exhibit A and will be subject to inspection and approval of the City after delivery. City reserves the right to reject and return, at the risk and expe nse 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 re jected, the Deliverable will be held for disposition at the expense and risk of Contractor. Payment for Deliverables prior to inspection shall not constitute acceptance of the Deliverables.
9 Warranty.
Contractor warrants that (i) any Deliverable created or performed by Contractor for City Contract for Polymer Purchase
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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 advertised by Contractor or the actual manufacturer of such Deliverable, or any warranties implied by law. Contractor’s warranty sha ll survive delivery of the 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 acc epted by City in conformity with this Agreement. Upon delivery and acceptance, the Deliverable delivered by the Contractor shall become the exclusive pr operty of the 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 benefitin g City. Contractor shall return to the City or shall dispose of this property only according to the City’s instructions.
11 Applicable Laws.
Under guidelines specif ied in 29 CFR 1910.1200 (f) and (g) City requests that Contractor label applicable Deliverables a ccordingly and provide associated Safety Data Sheets (“SDS”) to City.
Deliverables must conform to all applicable federal, st ate, 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.
Per Executive Order N-6-22, all contractors and grantees that have agreements valued at $5 million or more with age ncies/departments subject to the California Governor’s authority are directed to repor t to their contracting or grantor agency or department regarding their compliance with economic sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as sanctions imposed under state law, if any.
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12 Prevailing Wage.
It shall be the responsibility of the Contra ctor to comply, when applicable, with the prevailing wage rates in accordance with the State of Califor nia Department of Industrial Relations. It shall further be the responsibility of the Contractor to monitor the prevailing wage rates as established by t he California Departm ent 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 C ontractor or subcontractor sha ll not be qualified to bid on, be listed in a bid proposal, subject to the r equirements 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 violati on 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)].
No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Indus trial 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 subj ect to compliance monitori ng and enforcement by the Department of Industrial Relati ons. Contractors must subm it their certified payroll records directly to the Division of Labor Standards Enforcement Compliance Monitoring Unit, as well as the City of Stockton.
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13 Shipping Terms.
City shipment terms are F.O.B. Destinat ion, Freight Prepaid and Added unless otherwise specified in the Ag reement. Contractor shall observe shipping instructions and, unless otherwise stated in t he instructions, shall ship Deliverables in the safest and most economical manner necessary to m eet the delivery date specified in the Agreement. Contractor shall provide an it emized 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 wit h different stock numbers shall be boxed separately. City reserves the right to refuse, at Contractor’s expense, any shipments not containing t he 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 ti mes 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.
Prices and quantities set forth in this Agreement may not be alte red by Contractor without the prior written author ization of City, with the e xception 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 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 $2,423,600.00 (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 requ ires 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 mu st 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 Delta-Floc 1176 $0.548/lb
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 Contract for Polymer Purchase
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upon price listed in this Exhibit. Invoices shall be submitted to the address below:
City of Stockton Municipal Utilities Department
Attention: Program Manager III - Wastewater
2500 Navy Drive
Stockton, CA 95206
Email: [email protected];
[email protected]
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EXHIBIT F
TIMELINE
1 Contractor shall complete the requested services identified in Exhibit A as follows:
Contractor shall confirm all orders received by email or phone within twenty-four (24) hours of the request.
Orders are to be delivered on the date r equested for delivery or on the soonest available date if the date requested is unavailable. If no date is requested, the order will be delivered within seven (7) days.
Orders delivered through a subcontracted deliv ery service may not be canceled or rescheduled without prior notification to the City and may not be rescheduled more than once per order.
Contractor shall notify the City in advance of holiday clos ures that may affect order delivery.
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DISCRIMINATION AND HARASSMENT POLICY (HR-15)
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BID DOCUMENTS
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