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HomeMy WebLinkAboutAgenda Report - November 7, 2018 C-11TM CITY OF LODI COUNCIL COMMUNICATION AGENDA ITEM C-1 AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Professional Services Agreement with Univar USA, Inc., of Kent, Washington, for NSF/ANSI 61 Grade Salt Supply at Surface Water Treatment Facility ($63,800) MEETING DATE: November 7, 2018 PREPARED BY: Public Works Director RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute Professional Services Agreement with Univar USA, Inc., of Kent, Washington, for NSF/ANSI 61 grade salt supply at Surface Water Treatment Facility, in the amount of $63,800. BACKGROUND INFORMATION: The Surface Water Treatment Facility requires various chemicals throughout the treatment process to produce potable water. Currently, the water treatment facility is using salt to generate sodium hypochlorite to disinfect the filtered water before sending it to the distribution system. Staff solicited bids from chemical supply companies for a variety of chemicals used for the treatment of potable water. The unit -price bid for salt supply was received from Univar USA, Inc. was the lowest, at $220 per ton. The Professional Services Agreement is for a term of three years and provides for two optional, one-year extensions, in an amount not -to -exceed $63,800 over the entire term of the agreement. Staff recommends authorizing City Manager to execute Professional Services Agreement with Univar USA, Inc., of Kent, Washington, for NSF/ANSI 61 grade salt supply, in the amount of $63,800. FISCAL IMPACT: Funding for chemical purchases is included in the Water Operations budget. This purchase will not impact the General Fund. FUNDING AVAILABLE: Water Operating Fund (56052005) - $63,800 Andrew Keys Deputy City Manager/Internal Services Director Prepared by Travis Kahrs, Water Plant Superintendent CES/TK/tw Attachment cc: Andrew Richle, Utilities Superintendent Lance Roberts, Utilities Manager APPROVED: Charles E. Swlmley, Jr. Public Works Director Stephen Schwa R:\GROUP\ADMIN\Council\2018\11072018\Univar\CC_Univar 2018 salt-hypo.doc City Manager 10/29/2018 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on , 2018, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and UNIVAR USA, INC, a Washington corporation, qualified to do business in California (hereinafter "CONTRACTOR"). Section 1.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for NSF/ANSI 61 grade salt supply (hereinafter "Project') as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY. ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time For Commencement and Completion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACTOR shall submit to CITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract performance period. Also, any delays due to 1 weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetings CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Staffing CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can perform all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section 2.5 Subcontracts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on December 1, 2018 and terminates upon the completion of the Scope of Services or on November 30, 2021, whichever occurs first. Section 2.7 Option to Extend Term of Agreement 2 At its option, City may extend the terms of this Agreement for an additional two (2) one (1) -year extensions; provided, City gives Contractor no Tess than thirty (30) days written notice of its intent prior to expiration of the existing term. In the event City exercises any option under this paragraph, all other terms and conditions of this Agreement continue and remain in full force and effect. The total duration of this Agreement, including the exercise of any option under this paragraph, shall not exceed five (5) years. ARTICLE 3 COMPENSATION Section 3.1 Compensation CONTRACTOR'S compensation for all work under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additional work is approved in advance and in writing by CITY. Section 3.2 Method of Payment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for all work under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services. Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Auditing CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement. Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information 3 requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. ARTICLE 4 MISCELLANEOUS PROVISIONS Section 4.1 Nondiscrimination In performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the engagement of any sub CONTRACTOR on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compliance In performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 Indemnification and Responsibility for Damage CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. If CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations 4 required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. Section 4.4 No Personal Liability Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. Section 4.5 Responsibility of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 insurance Requirements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference. Section 4.7 Successors and Assigns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Travis Kahrs To CONTRACTOR: UNIVAR USA, Inc. 8201 S. 212th Kent, WA 98032-1994 Attn: Jennifer Perras Section 4.9 Cooperation of CITY 5 CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONTRACTOR is Not an Employee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY. CITY shall not direct the work and means for accomplishment of the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Section 4.11 Termination CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice. Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase. Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contracts entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 Confidentiality CONTRACTOR agrees to maintain confidentiality of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent otherwise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act. Section 4.13 Applicable Law, Jurisdiction, Severability, and Attorney's Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. In the 6 event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. Section 4.14 City Business License Requirement CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performing any work hereunder. Section 4.15 Captions The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. Section 4.16 Integration and Modification This Agreement represents the entire understanding of CITY and CONTRACTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Contract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Section 4.18 Severability The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.19 Ownership of Documents All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY's request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to CITY within ten (10) calendar days. 7 CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended. Section 4.20 Authority The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Section 4.21 Federal Transit Funding Conditions ❑ If the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement. In the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Transit Funding Conditions will control. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: CITY OF LODI, a municipal corporation JENNIFER M. FERRAIOLO STEPHEN SCHWABAUER City Clerk City Manager APPROVED AS TO FORM: UNIVAR USA, INC., a Washington corporation JANICE D. MAGDICH, City Attorney By: By: Name: JENNIFER PERRAS Title: Municipal Specialist Attachments: Exhibit A - Scope of Services Exhibit B - Fee Proposal Exhibit C - Insurance Requirements Exhibit D - Federal Transit Funding Conditions (if applicable) Funding Source: 56052005.72352 (Business Unit & Account No.) Doc ID:R:\GROUP\ADMIN\Council\2018\11072018\Univar\PSA.doc CA:Rev.01.2015 8 Exhibit A/B To: MEMORANDUM, City of Lodi, Public Works Department Chemical Suppliers From: Travis Kahrs, Water Plant Superintendent, PW Subject: Chemical Supply contract with the City of Lodi The City of Lodi is requesting bids for chemical supply at the Surface Water Treatment Facility located at 2001 W. Tumer Road, Lodi, CA 95242, as well as for the 28 Well sites located throughout the City. Salt, Soda Ash, Citric Acid, and Sodium Hydroxide are all for use at the water treatment facility. Sodium Hypochlorite used at each of the 28 Well sites, but in emergency cases, may be needed at the Surface Water Treatment Facility. The table below shows the name and some detail of each chemical used. Please note that the chemicals supplied must be NSF/ANSI 61 compliant. The quantity needed is an estimate, and is subject to fluctuate based on water production and may vary based on circumstances not controlled by the City of Lodi. Annual Quantity 1 160 2 3000 3 2000 26,000 Item Salt (Bulk, Coarse) Citric Acid 50% Solution Sodium Hydroxide 50% Solution Sodium Hypochlorite 12.5% Solution Unit Ton Gallon Gallon Gallon Unit Cost $ 220.00 $ 6.92 $ 3.77 $ 2.14 Total Item Cos t $ 35,200 00 $ 20,760.00 $ 7,540.00 $ 55,640.00 This contract will be for an initial term of three years, with two options to extend for one year for a total contract length of up to five years. Please price each item inclusive of delivery and any associated fees. The City also requires delivery to be made within 5 business days of order. Contact me with any questions or comments at 209-333-6878 or by email at tkaahrs(r,locli.g v. Travis Kahrs TK R.10R0UPWWW1SWTF1CONT Price is form for the first year. Price adjustments will happen at the end of the fisrt year, and every renewal year. Price adjustments will be based current market conditions So s1 Hypochlorite orders will be charged a $100.00 Transportation surcharge. Minimum order for Sodium Hypochlorite is 300 gal. Tiered pricing for Sodium Hypochlorite - all prices include the 2.175% mill fee 700+ gat- $1.513/g1 500-699 gal- $1.743/gi 250-499 gal- $2.186/g1 Not to exceed $63,800 .......... hfds 2010 doe fi Ul AVIV ' UNIVAR USA INC. AUTHORIZED BID SIGNERS RESOLUTION RESOLVED, that the Corporate Secretary shall maintain a list of the agents of this Corporation who are vested with authority to execute in the Corporation's behalf formal, written bids or proposals for the sale of other disposition of products handled by the Corporation. Said list shall he as established initially by the Board of Directors and thereafter, the President. or a Vice President shall have the authority, by written directive to the Corporate Secretary, to add agents to or eliminate agents from said list, and it is further RESOLVED. that the Corporate Secretary ar any Assistant Secretary or the Corporation is authorized to certify this resolution ar certify to the name or names of persons on the list maintained by the Corporate Secretary and such certificate will be conclusive evidence of the authority of such person or persons so to act. END OF RESOLUTION CERTIFICATION I, the undersigned, as Corporate Secretary of Univar USA Inc. do hereby certify as follows: 1. That the above resolution was duly adopted by the Board of Directors of said Corporation at a meeting duly held on December 4. 1986, and is in full force and effect. 2. That the list of persons authorized to execute. for an on behalf of this Corporation, written bids or proposals for the sale or other disposition of products handled by this Corporation, as initially established by the Board of Directors and thereafter added to by the President, or a Vice President of this Corporation as follows: All officers and the following: Shawnasey McCarthy Municipal Commercial Manager Victoria Meakim Municipal Specialist Linda Campbell - Municipal Specialist Sara Cauthen - Municipal Specialist Raise Holiday - Municipal Specialist Michele Karras Municipal Specialist Jennifer Perras Municipal Specialist Shelley Stevens - Municipal Specialist Michael Crea - Municipal Specialist Cameron Howl - Municipal Specialist 3. That the foregoing person is authorized to execute bids pursuant to the resolution above referred to. Dated thisr- /ut t c- �_ti� ftp`. Perry T. Kusakabe Corporate Secretary tis4),‘ li"155Z'V SEM.) V4* Univar USA Inc. 2256 Junction Ave. San Jose, CA 95131-1216 T 408-435-8700 F 408-435-1735 800-659-5908 www.unlvar.com GENERAL INFORMATION Regular Office Hours during which orders may be placed: Monday - Friday 7:00 am - 5:00 pm (PST) in case of an emergency during nonbusiness hours: For Non -Chemical Emergencies: After-hours emergency — 24-hour response: Nina Williamson - Tom Mendenhall - Brian Wills - 11101 UnIVAR (650) 241-5719 (cell) (650) 216-8821 (cell) (650) 670-7267 (cell) For Chemical Related Emergencies: ChemTrec: (800) 424-9300 Names. telephone/FAX numbers of those respongible for taking orders and initiating delivery: Office Phone: Office Fax: (800) 659-5908 (408) 435-1735 Sonja Hammock - Customer Service John Dinh -Dispatcher for packaged goods For anything pertaining to bids: Please send all bid packets/documents to: (Unless otherwise specified) Contacts: muniteam yvesOunivar.com Jennifer Perras Municipal Specialist Phone: (253) 872-5000 Fax: (253) 872-5041 Jennifer.nerras(r univar corp Shawnasey McCarthy Municipal Business Manager (253)872-5000 (253) 872-5041 Shawnasev.mr earthy{ univar.ccrtt Roise Holiday Municipal Specialist (253) 872-5000 (253) 872-5041 Roie.Hofi(lav©univar cum Custsvc-saniose@univarusa.com ,iohn.dinhAunivar,com Univar USA Inc. Attn: WER Muni Team 8201 S. 212m Kent, WA 98032-1994 Stacy Ziegler Municipal Specialist (253) 872-5000 (253) 872-5041 51ecy. Zi e g ltrj un iva r. com 2017 Annual Background Groundwater Quality Evaluation A.6.6.2 FDS FDS previously had no exceedances but now shows an exceedance in WSM-2. The current exceedance for FDS in WSM-2 is not a concern given that (1) FDS is not specifically regulated by the WDRs, and (2) this compliance well and all others currently comply with background for the related and regulated analyte TDS. In addition, FDS concentrations in WSM-2 appear to have peaked in mid -2017 but may be returning to previous levels (per the trend graph presented in Appendix 3). In any case, increasing salinity levels in the onsite compliance wells are not thought to be attributable to WPCF operations, for the reasons detailed above. A.6.7 Potential Emerging Constituents of Concern Although the intrawell analysis does not indicate a statistical exceedance of background concentrations for salinity and nitrogen compounds, recent increasing trends for these parameters do raise some concerns. Additional discussion related to the potential for City activities to impact the groundwater for these analytes is therefore presented below. A.6.7.1 Salinity Compounds (Chloride Sodium Sulfate, EC, TDS and FOS) One or more salinity parameters (e.g. chloride, sodium, EC, TDS, FDS) are increasing in multiple compliance wells (WSM-2, WSM-4, WSM-5, WSM-6, WSM-8, WSM-12 and WSM-15). These include the wells closest to the WPCF (WSM-4 and WSM-8). Nevertheless, the intrawell analysis does not demonstrate a statistical difference in concentrations between the compliance wells and the background wells, and the 2016-2017 median concentrations of these analytes in these two compliance wells are lower than the median concentrations for at least one of the background wells. The median concentrations for the other compliance wells are also lower than medians for at least one background well, with two exceptions: • The median sodium concentration in WSM-2 is slightly higher (190 mg/L) than the highest background median concentration (180 mg/L in WSM-17). • Median concentrations for FDS (which is not specifically regulated by the WDRs) are higher in WSM-2 (1,230 mg/L) and WSM-15 (1,040 mg/L) than the highest background median concentration of 930 mg/L in WSM-17. The elevated FDS concentrations are not of particular concern because the median TDS concentrations in these compliance wells are equal to or less than the highest background median concentration of 1,620 mg/L in WSM-17. Finally, the background wells WSM-16 and WSM-18 show increasing trends for all salinity parameters. Based on these findings, these increasing salinity trends are not suspected to be related to WPCF operations. These increasing trends could be related to the fact that 2017 had higher than normal levels of rainfall, which could have resulted in a downward movement of salinity compounds that had built up on local soils over the previous four years of drought conditions. Finally, as detailed in the BPTC Report and discussed with last year's evaluation, elevated concentrations of analytes of concern in WSM-2 are suspected to be attributable to historical disposal of solids from the WQCF ponds and construction materials near this well and not WEST YOST ASSOCIATES January 2018 w\c\213\19-16-34-16-1B\wp\0111317 el Annuol Background Eval A-18 City of Lodi Remittance Address: Standard Payment Terms; Univar USA Inc PO BOX 740896 LOS ANGELES, CA 90074-0896 Net 30 univAR Univar USA Inc. Quality Assurance Statement Univar USA Inc. ("Univar") offers this statement in regards to those quality measures it takes to provide quality products to you, its customer. • Univar provides products that meet the manufacturer's specifications. • Univar retains packaging samples and quality -related documents in accordance with its record retention program, which specifically calls for the retention of FDA regulated samples, and quality -related documents for three (3) years and EP samples and quality - related documents for six (6) years. • Under Univar's Management of Change process, Univar forwards notices from a prod- uct's manufacturer related to ingredients, changes in processing sites, and manufactur- ing processes in a timely manner. o Univar has a formalized recall process and provides notice of any known recalls or other matters that come to its attention that may directly or indirectly impact a product. • Univar's quality control, employee training, and Safety, Health & Environmental pro- grams meet industry standards. • Univar develops, and maintains operational plans to meet, all federal, state, and local laws, rules, and regulations related to the packaging, storing, and distribution of prod- ucts. • Univar has facilities in the U.S. that are ISO 9001:2008 registered, including Univar's corporate office. • Univar's facilities that handle FDA regulated product meet FDA cGMP standards. • Univar's computer systems maintain various security controls to ensure proper man- agement of information. For food grade and pharmaceutical grade products. • Univar treats FDA products under cGMP standards. • Univar maintains strict laboratory controls, including Out of Specification ("OOS"). • Univar has a formal complaint process for all FDA regulated products. • Univar performs bi-annual audits on its food grade packaging facilities to ensure quality and safety. O Univar FDA packaging facilities and processes meet 21 CRF Part 210. • Univar packages, stores, and transports under cGMP standards. • Univar provides a Certificate of Analysis ("COA") with each shipment. • Univar performs stability testing on all FDA Univar-packaged products. • Univar maintains master files and individual batch files for all lots of FDA Univar- packaged products allowing full traceability. • Univar assigns unique lot numbers and sequential numbers to its FDA Univar-packaged products. Univar USA Inc Corporate Quality Assurance Slalemen12014 I Exhibit C ] NOTE: The City of Lodi is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City's online insurance program requesting you to forward the email to your insurance provider(s) to submit the required insurance documentation electronically Insurance Requirements for Most Contracts !Not construction or requiring professional liability) Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages 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 MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non - owned autos with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no Tess than $1,000,000 per accident for bodily injury or disease. Other Insurance Provisions: (a) Additional Named Insured Status The City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are to be covered as additional insureds on the CGL and auto policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the fomi of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 if a later edition is used (b) Primary and Non-Contribulory Insurance Endorsement The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (c) Waiver of Subrogation Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Lodi has received a waiver of subrogation endorsement from the insurer NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) and (c) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the project that it is insuring. (d) Severability of Interest Clause The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured shall not operate to increase the limit of the company's liability under the Contractors commercial general liability and automobile liability policies. (e) Notice of Cancellation or Change in Coverage Endorsement This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. Page 1 1 of 2 pages Risk: rev, 3/1/2018 (f) Continuity of Cove rap All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement insurance. Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the Califomia Tort Claims Act (California Govemment Code Section 810 et seq ). (g) Failure to Comnly If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1st) day of the month following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. (h) Verification of Coverage Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause_ All certificates and endorsements are to be received and approved by the City before work commences However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date. (i) Self -Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to 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. (j) Insurance Limits The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents, representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials, employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of insurance. (k) Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors (I) Qualified Insurer(s) All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. Page 21 of 2 pages Risk: rev. 3/1/2018 RESOLUTION NO. 2018-204 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH UNIVAR USA, INC., OF KENT, WASHINGTON, FOR NSF/ANSI 61 GRADE SALT SUPPLY AT SURFACE WATER TREATMENT FACILITY WHEREAS, the Surface Water Treatment Facility requires various chemicals throughout the treatment process to produce potable water; and WHEREAS, currently the Surface Water Treatment Facility is using salt to generate Sodium Hypochlorite to disinfect the filtered water before sending it to the distribution system; and WHEREAS, the scope of services includes the supply of NSF/ANSI 61 grade salt; and WHEREAS, staff recommends authorizing the City Manager to execute a Professional Services Agreement with UNIVAR USA, Inc., of Kent, Washington, for NSF/ANSI 61 grade salt supply at the Surface Water Treatment Facility, in the amount of $63,800. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a Professional Services Agreement with UNIVAR USA, Inc., of Kent, Washington, for NSF/ANSI 61 grade salt supply at the Surface Water Treatment Facility, for a term of three years with two optional one-year extensions, in an amount not to exceed $63,800 over the entire term of the agreement. Dated: November 7, 2018 hereby certify that Resolution No. 2018-204 was passed and adopted by the City Council of the City of Lodi in a regular meeting held November 7, 2018, by the following vote: AYES: COUNCIL MEMBERS — Chandler, Johnson, Kuehne, and Mayor Nakanishi NOES COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Mounce ABSTAIN: COUNCIL MEMBERS — None NNIFER1. FERRAIOLO City Clerk 2018-204