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HomeMy WebLinkAboutAgenda Report - June 15, 2022 C-06CITY OF A o r zoo t CALIFORNIA AGENDA ITEM Clob COUNCIL COMMUNICATION AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Chemical Supply Professional Services Agreements with Multiple Vendors ($607,950) MEETING DATE: June 15, 2022 PREPARED BY: Public Works Director RECOMMENDED ACTION: Adopt Resolution Authorizing City Manager to Execute Chemical Supply Professional Services Agreements with Multiple Vendors, in the amount of $607,950. BACKGROUND INFORMATION: The Surface Water Treatment Facility (SWTF) requires various chemicals throughout the treatment process to produce potable water. Currently, the water treatment facility is using Sodium Hydroxide and Citric Acid to perform periodic chemical washes on the filtration system. Additionally, to generate disinfectant for drinking water, the SWTF relies on NSF grade salt supply. Finally, the SWTF utilizes Soda Ash for pH adjustment and corrosion control in the distribution system. In addition to the chemicals purchased for treatment at the SWTF, Lodi's municipal wells are disinfected using an NSF grade sodium hypochlorite solution. Local suppliers were asked to provide quotes for each of these chemicals, and staff has identified the lowest Cost vendor for each chemical and respective not -to -exceed contract amounts if all extensions are executed. The breakdown is as follows: Salt Supply- Thatcher Company of Salt Lake City, UT ($98,700) Soda Ash and Citric Acid- Univar Solutions, Inc., of Kent, WA ($332,250) Sodium Hypochlorite- Pacific Star Chemical, LLC, dba Northstar Chemical, Inc., of Sherwood, Oregon ($177,000) Our current contract terms for supply of these chemicals expire on June 30, 2022. Since all allowable contract extensions are exhausted, staff has solicited bids for a new contract for the supply of these water treatment chemicals that will commence July 1, 2022 for a period of three years, with two, one (1) year options to extend. A summary reflecting the quotes received for each vendor is attached in Exhibit A. Staff recommends authorizing City Manager to execute Professional Services Agreements with the suppliers listed above for SWTF and Well Chemical Supply, for a not -to -exceed amount of $607,950 over the five-year contract term if all extensions are executed. FISCAL IMPACT: Funding for chemical purchases is included in the Water Operations budget. This purchase will not impact the General Fund. APPROVED: Steve SchWabaUer Stephen Schwabauer, City Manager \\pwadc02\msc$\GROUP\ADMIN\Council\2022\06152022\Chemica1 Contracts\CC Chemical Contracts.doc 5/3112022 Adopt Resolution Authorizing City Manager to Execute Chemical Supply Professional Services Agreements With Multiple Vendors ($607,950) June 15, 2022 Page 2 FUNDING AVAILABLE. Water Operating Fund/ SWTF (56052005) Water Operating Fund/ Production (56052003) Andrew Keys Andrew Keys Deputy City Manager/Internal Services Director Prepared by Travis Kahrs, Water Plant Superintendent Attachment cc: Andrew Richle, Utilities Superintendent Lance Roberts, Utilities Manager Signature: Qr XV�Abj Email: akeys@lodi.gov Charles E. Swimley, Jr. Public Works Director Signature: Email: sschwabauer@lodi.gov Chemical Contract Pricing Tool Chemical Name Estimated annual demand Univar Thatcher Northstar Brenntag Salt Price per ton $276.90 $235.00 no bid $398.00 Annual Cost $38,766.00 $32,900.00 M $55,720.00 Soda Ash Price per ton $448.00 no bid no bid $560.00 Annual Cost $62,720.00 $78,400.00 Citric Acid 50% Price per gallon $16.01 $20.16 $21.90 $28.38 Annual Cost $48,030.00 $60,480.00 $65,700.00 $85,140.00 Sodium Hydroxide 50% Price per gallon no bid no bid $5.50 $3.83 Annual Cost $11,000.00 $7,660.00 Sodium Hypochlorite 12.5% Price per gallon $3.47 no bid $2.95 no bid Annual Cost $69,400.00:::]= $59,000.00 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on 2022, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and THATCHER COMPANY OF CALIFORNIA, INC., a California corporation (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 supply of salt to the Surface Water Treatment Facility (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 weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall 1 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 July 1, 2022 and terminates upon the completion of the Scope of Services or on June 30, 2025, whichever occurs first. Section 2.7 Option to Extend Term of Agreement 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 less than thirty (30) days written notice of its intent prior to expiration of the existing term. In the event City 2 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 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 3 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 required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. 4 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: Thatcher Company of California, Inc. PO Box 27407 Salt Lake City, UT 84127-0407 Attn: Craig Thatcher Section 4.9 Cooperation of CITY 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 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 6 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. 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. 7 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 Fundina 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. Section 4.22 Counterparts and Electronic Signatures This Agreement and other documents to be delivered pursuant to this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby, bearing an original manual or electronic signature by facsimile transmission (including a facsimile delivered via the Internet), by electronic mail in "portable document format" (".pdf') or similar format intended to preserve the original graphic and pictorial appearance of a document, or through the use of electronic signature software will have the same effect as physical delivery of the paper document bearing an original signature. Section 4.23 Appendix A & Appendix B The Parties agree that Appendix A, Force Majeure, and Appendix B, Product Warranty, are incorporated into the terms of this Agreement as though fully set forth herein. 8 IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: OLIVIA NASHED City Clerk APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney CITY OF LODI, a municipal corporation STEPHEN SCHWABAUER City Manager THATCHER COMPANY OF CALIFORNIA, INC., By: Name. CRAIG THATCHER Title: CEO 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:\\pwadc02\msc$\GROUP\ADMIN\Council\2022\06152022\Chemical Contracts\Thatcher\PSA.doc CA: Rev.08.2021.elecsign 9 txn i-vb f MEMORANDUM, City of Lodi, Public Works Department To: Chemical Suppliers From: Travis Kahrs, Water Plant Superintendent, PW Date: 2/28/2022 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. Turner Road, Lodi, CA 95242, as well as for the 28 Well sites located throughout the City. Aluminum Chlorohydrate, Bulk Coarse Salt, Soda Ash, Citric Acid, and Sodium Hydroxide are all for use at the water treatment facility. Sodium Hypochlorite is 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. Our goal is to set this contract up 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. Please note that delivery to well sites will typically consist of visiting 6-12 sites in one delivery and pumping off roughly 200-300 gallons of sodium hypochlorite at each site. The City also requires delivery to be made within 7 business days of order. Please contact me with any questions or comments at 209-269-4943 or by email at tkahrs ctlodi.gov. Quotes are due by noon on Friday, March 25th, 2022. Thank you, Vendor is supplying salt only Travis Kahrs Not to Exceed $98,700 7>--- Zx- 2/28/2022 Annual Item Unit Delivery Unit Cost Total Item Quantity Method Cost 1 140 Salt (Bulk, Coarse) Ton Blow In $ 235.00 $ 32,900 2 140 Soda Ash, Dense Ton Blow In $ No Quote $ No Quote 3 4,000 Aluminum Chlorohydrate, 50% Gallon Pump Off $ No Quote $ No Quote Solution 4 3,000 Citric Acid 50% Solution Gallon Pump Off $ 20.16 $ 60,480 5 2,000 Sodium Hydroxide 50% Solution Gallon Pump Off $ No Quote $ No Quote 6 20,000 Sodium Hypochlorite 12.5% Gallon Pump Off $ No Quote $ No Quote Solution Our goal is to set this contract up 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. Please note that delivery to well sites will typically consist of visiting 6-12 sites in one delivery and pumping off roughly 200-300 gallons of sodium hypochlorite at each site. The City also requires delivery to be made within 7 business days of order. Please contact me with any questions or comments at 209-269-4943 or by email at tkahrs ctlodi.gov. Quotes are due by noon on Friday, March 25th, 2022. Thank you, Vendor is supplying salt only Travis Kahrs Not to Exceed $98,700 7>--- Zx- 2/28/2022 THATCHER COMPANY OF CALIFORNIA, INC.Phone (916) 389-2517 8625 Unsworth Avenue, Sacramento CA 95828 Fax (916) 389-2516 60 CHEM APPENDIX A FORCE MAJEUREE', PERFORMANCE (a) Performance of any obligation under this contract may be suspended by the party so affected without liability in the event of an Act of God; war; fire; flood; strike; explosion; labor trouble; mechanical breakdown; accident, riot, governmental action, laws, regulations or orders (including, but not limited to, pollution, health, ecology or environmental matters); Seller's inability to obtain fuel, power, raw materials, or equipment used in connection therewith on terms it deems practicable; or any other cause beyond the reasonable control of either party interfering with the production, supply, transportation or consumption practice of the party at the time which delays, prevents, restricts, limits or renders commercially infeasible, the performance of this contract or the consumption, sale or use of the goods, except as to the goods already in transit. (b) The affected party may invoke subparagraph (a) or (b) by promptly notifying the other party in writing of the nature and the estimated duration of the suspension or cancellation of the party's performance. The total quantity hereunder shall be reduced by the quantity not delivered during the term of the suspension or cancellation without liability, and the contract shall otherwise remain unaffected. In no event shall Seller be required to ship the goods from Seller's or, if applicable, its affiliates' other locations or to purchase the goods or components thereof from other sources to fulfill the contract requirements. Seller may, without liability, allocate its supply of such goods or raw materials among its own uses, or distribute it among its customers upon such basis and in such manner as Seller deems fair and reasonable, provided that any goods or raw materials obtained by Seller from a third party solely for Seller's internal use are not subject to allocation. Date: April 12, 2017 THATCHER COMPANY OF CALIFORNIA, INC. 8625 Unsworth Avenue, Sacramento CA 95828 0 CHEM APPENDIX B Phone (916) 389-2517 Fax(916)389-2516 SELLER'S LIMITED WARRANTY: SUBJECT TO THE LIMITATIONS LISTED BELOW, Seller warrants that at the time of delivery the goods will conform to the attached specifications, that Seller will convey good title thereto, and that the goods will be delivered free from any lawful security interest, lien or encumbrance. EXCLUSION AND DISCLAIMER OF ALL OTHER WARRANTIES: THE LIMITED WARRANTIES LISTED ABOVE ARE SELLERS SOLE AND EXCLUSIVE WARRANTIES WITH RESPECT TO THE GOODS. SELLER MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER WITH RESPECT TO ITS RECOMMENDATIONS, INSTRUCTIONS, GOODS, APPARATUS, PROCESS OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, WHETHER OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. LIMITATIONS OF REMEDIES AND SELLER'S LIABILITY: (a) BUYER'S EXCLUSIVE REMEDY AND SELLER'S TOTAL LIABILITY TO BUYER FOR CLAIMS, AS DEFINED IN SUBPARAGRAPHS (b) BELOW, IS EXPRESSLY LIMITED AS FOLLOWS: BUYER HAS THE OPTION OF REPAYMENT OF THE PURCHASE PRICE PAID OR REPLACEMENT OF THE GOODS SUPPLIED HEREUNDER WITH RESPECT TO WHICH DAMAGES ARE CLAIMED. BUYER WAIVES ALL OTHER CLAIMS BY BUYER AGAINST SELLER AND SELLER SHALL NOT BE LIABLE TO BUYER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT IN CASES OF GROSS NEGLIGENCE. THE PRICE STATED FOR THE GOODS IS A CONSIDERATION IN LIMITING SELLERS AND ITS AFFILIATES' LIABILITY. (b) "CLAIMS" MEANS ALL ASSERTIONS OF ANY LEGAL, EQUITABLE, AND/OR ADMIRALTY CAUSES OF ACTION, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE; STRICT LIABILITY; OTHER TORT; EXPRESS OR IMPLIED WARRANTIES, INDEMNITY OR CONTRACT; CONTRIBUTION; OR SUBROGATION RELATED TO OR ARISING OUT OF THE PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT. (c) ALL LIMITATIONS ON BUYER'S REMEDIES AND SELLER'S LIABILITY SHALL SURVIVE THE EXPIRATION, TERMINATION OR CANCELLATION OF THIS CONTRACT. Date: April 12, 2017 NOTICE OF CLAIMS: All product claims by Buyer shall be deemed waived unless made by Buyer in writing and received by Seller within thirty (30) days of receipt of the goods; provided that for any claim which is not readily discoverable within such 30 day period such claim shall be deemed waived unless made by Buyer in writing and received by Seller within 90 days after receipt of the goods or within 30 days after Buyer learns or should have been reasonably aware of facts which should have given rise to such claim, whichever first occurs. BUYER'S WARRANTIES AND ASSUMPTION OF DUTIES REGARDING SAFETY, HEALTH, UNLOADING, USE, HANDLING, AND DISPOSAL OF THE GOODS. (a) Buyer warrants that it has used its own independent skill and expertise in connection with the selection and use of the goods and that it possesses skill and expertise in handling, storage, transportation, treatment, use and disposal of the goods. Seller's recommendations, instructions, or information as to safety, health, handling, use, unloading or disposal of the goods are based upon information believed to be reliable, but Seller shall have no liability with respect thereto. (b) Buyer hereby acknowledges receipt of Seller's Material Safety Data Sheet (MSDS). Buyer assumes the following duties and obligations: (1) Buyer shall promptly and carefully inspect the goods upon receipt. Buyer will adopt and maintain safe handling, storage, transportation, use treatment and disposal practices with respect to the goods, and further agrees to follow such special care and best manufacturing practices as Buyer's use of the goods require including, but not limited to, all such practices required by federal, state, and local government statutes, rules, regulations or ordinances; (2) Buyer shall instruct its employees, independent contractors, agents and customers of the precautions and safe use practices required in connection with the unloading, handling, storage, use, transportation and disposal of the goods, including, but not limited to, information contained in Seller's most current MSDS; and (3) Buyer shall comply with the OSHA Hazard Communication Standard, all applicable safety and environmental laws, and all other applicable government statutes, rules, regulations or ordinances, and shall take action necessary to avoid spills, emissions, leaks or other dangers to persons, property, or the environment. Date: April 12, 2017 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 Vendors 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: t . 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. 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 form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used (b) Primary and Non -Contributory 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 therp oiect 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. (f) Continuity of Coverage 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 Contractors 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 Page 1 of 2 pages Risk: rev. 3/1/2018 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 California Tort Claims Act (California Government Code Section 810 et seq.). (g) Failure to Comply 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 (1) Qualified Insurers) 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 2 1 of 2 pages Risk: rev. 3/1/2018 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on , 2022, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and UNIVAR SOLUTIONS USA, INC., a Washington nonprofit 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 supply of soda ash and citric acid to the Surface Water Treatment Facility (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 weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall 1 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 July 1, 2022 and terminates upon the completion of the Scope of Services or on June 30, 2025, whichever occurs first. Section 2.7 Option to Extend Term of Agreement 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 less than thirty (30) days written notice of its intent prior to expiration of the existing term. In the event City K 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 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 3 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 required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. 4 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 Solutions USA, Inc. 3075 Highland Parkway, Suite 200 Downers Grove, IL 60515 Attn: Joe Stanaway Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. 5 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 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 6 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. 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. 7 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. Section 4.22 Counterparts and Electronic Signatures This Agreement and other documents to be delivered pursuant to this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby, bearing an original manual or electronic signature by facsimile transmission (including a facsimile delivered via the Internet), by electronic mail in "portable document format" (".pdf') or similar format intended to preserve the original graphic and pictorial appearance of a document, or through the use of electronic signature software will have the same effect as physical delivery of the paper document bearing an original signature. s IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: OLIVIA NASHED City Clerk APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney M ire or, CITY OF LODI, a municipal corporation STEPHEN SCHWABAUER City Manager UNIVAR SOLUTIONS USA, INC., By: Name: JOE STANAWAY Title: Western Regional Vice President 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:\\pwadc02\msc$\GROUP\ADMIN\Council\2022\06152022\Chemical Contracts\Univar\PSA.doc CA: Rev.08.202Lel ecsign 9 MEMORANDUM, City of Lodi, Public Works Department wxp 0 To: Chemical Suppliers From: Travis Kahrs, Water Plant Superintendent, PW Date: 2/28/2022 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. Turner Road, Lodi, CA 95242, as well as for the 28 Well sites located throughout the City. Aluminum Chlorohydrate, Bulk Coarse Salt, Soda Ash, Citric Acid, and Sodium Hydroxide are all for use at the water treatment facility. Sodium Hypochlorite is 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. Our goal is to set this contract up 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. Please note that delivery to well sites will typically consist of visiting 6-12 sites in one delivery and pumping off roughly 200-300 gallons of sodium hypochlorite at each site. The City also requires delivery to be made within 7 business days of order. Please contact me with any questions or comments at 209-269-4943 or by email at tkahrs&lodi.gov. Quotes are due by noon on Friday, March 25th, 2022. Thank you, ***PRICING IS FIRM FOR ONE YEAR*** Travis Kahrs SODIUM HYPOCHLORITE PRICE INCLUDES MILL FEE T-4e� zx_ Vendor is providing Soda Ash & Citric Acid only. Not to Exceed $332,250 2/28/2022 Annual Item Unit Delivery Unit Cost Total Item Quantity Method Cost 1 140 Salt (Bulk, Coarse) Ton Blow In $ $ 276.90 44,304.00 2 140 Soda Ash, Dense Ton Blow In $ $ 448.00 62,720.00 3 4,000 Aluminum Chlorohydrate, 50% Gallon Pump Off $ $ Solution 0.00 0.00 4 3,000 Citric Acid 50% Solution Gallon Pump Off $ $ 16.01 48,030.00 5 2,000 Sodium Hydroxide 50% Solution Gallon Pump Off $ $ 0.00 0.00 6 20,000 Sodium Hypochlorite 12.5% Gallon Pump Off $ $ Solution 3.473 90,298.00 Our goal is to set this contract up 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. Please note that delivery to well sites will typically consist of visiting 6-12 sites in one delivery and pumping off roughly 200-300 gallons of sodium hypochlorite at each site. The City also requires delivery to be made within 7 business days of order. Please contact me with any questions or comments at 209-269-4943 or by email at tkahrs&lodi.gov. Quotes are due by noon on Friday, March 25th, 2022. Thank you, ***PRICING IS FIRM FOR ONE YEAR*** Travis Kahrs SODIUM HYPOCHLORITE PRICE INCLUDES MILL FEE T-4e� zx_ Vendor is providing Soda Ash & Citric Acid only. Not to Exceed $332,250 2/28/2022 Univar Solutions USA Inc. 8201 S. 212th Kent, WA 98032-1994 USA T 253-872-5000 F 253-572-5041 www.univarusa.com 0411 UnivarSolutions Innovate, Crow. Together. References 1. County & County of San Francisco 1 Dr. Carlton B Goodlett Place San Francisco, CA 94102 Contact: Lin Repola- linda.repola(a)_sfgov.org or David Agam- dagam(a)-sfwater.org Phone: 415-554-4564 1 Cell: 415-867-6469 Supply and Delivery of Bulk Sodium Hypochlorite, Caustic Soda and Sodium Bisulfite servicing for the past 10 years. 2. East Bay Mud PO Box Oakland, CA 946231 Contact: John Grimes, Purchasing Email- john.grimes(c�ebmud.com Supply and Delivery of Bulk Sodium Hypochlorite, Bulk Caustic Soda servicing for the past 10years. 3. City of Riverside WTP San Bernardino, CA 92408 Contact: Shiloh Rogers, Procurement & Contract Specialist Phone 951-826-5562 Supply and Delivery of Sodium Hypochlorite servicing for the past 2 years. 4. BACC-Bay Area Chemical Consortium Over 100 locations within Northern California Contact: Jennifer Dyment-jdymentO bacwa.org [addressee] [date] [page #] Supply and Delivery of Sodium Hypochlorite, Caustic Soda, Sodium Bisulfite servicing for the past 6 years. 5. City of Los Angeles Los Angeles, CA Contact: Katherin Quinn- Katherine.Quinn(c)lacity.org Phone: 310-648-5665 Supply and Delivery of Sodium Hypochlorite for the past 4 years 6. County Sanitation Districts of Los Angeles County PO Box 7998 Whittier, CA 90607-4998 Contact: Martha Mendez Phone: (562) 908-4288 ext. 1423 For Supply and Delivery of Bulk Sodium Hydroxide (Caustic Soda) 50% and Calcium Hydroxide 45%, have been servicing for 6 years Over the past 10 years, Univar has participated in 100's of Municipal bids, we have listed the 6 projects represent our capabilities in California. All of our operational personnel participated in making sure all delivery requirements were met to each customer. Our customer service department takes care of all orders, they communicate with operations and the customer to make sure all requests are satisfied. We meet 100% of our contractual obligations; any municipality that is under contract with Univar is serviced first if there is a shortage in the market place. Univar Solutions 525 Seaport Blvd. Redwood City, CA 94063 PH. 650-363-1661 FAX 650-261-2020 www. univarsolutions.com DATE: 04/08/2020 PRODUCT: CITRIC ACID 50% PRODUCT GRADE: FOOD/KOSHER UnivarSolutiOnS MANUFACTURER: UNIVAR FRESNO MANUFACTURER BLEND DATE: 03/26/2020 UNIVAR SOLUTIONS MATERIAL CODE: 16147851 MANUFACTURER LOT #: 0836K00171 UNIVAR SOLUTIONS LOT #: 0840K00397 MANUFACTURE CONTROL #: BL7519 TEST RESULTS SPECIFICATIONS VISUAL PASS CLEAR/CLEAN FREE OF SUSPENDED PARTICLES COLOR PASS COLORLESS % BY ASSAY 50.29% 49%-51% SPECIFIC GRAVITY AT 20°C 1.243 1.220-1.250 IDENTIFIED AS CITRIC ACID 50% ODOR ODORLESS ODORLESS Univar Solutions Theodore Siauiior Lab Technician NOTE: Source Material; Mfg Dry Material SUCROMILES CITRIC ACID NON-GMO Batch #-. AS18K023DA (1 super sack), Batch #: AS18K053DA (3 super sacks), Batch #: AS18L243DB (12 super sacks). Univar Solutions uses dedicated equipment in the process area. Univar Solutions packages this product to meet (FCC, kosher) specifications only Please consult the SIDS for further information. Univar Solutions represents only that the Product shall meet the specifications herein. All transactions involving this Product are subject to Univar Solutions' standard Terms and Conditions, available at www.univarsolutions.com or upon request. Univar Solutions maces no additional representations or warranties, express or implied, as to the Product. QA 6.20 x 3; 0310512019 Page 1 41 1 Univar Solutions Safety Data Sheet CITRIC ACID 10-50% Version 1.6 SECTION 1. PRODUCT AND COMPANY IDENTIFICATION Product name CITRIC ACID 10-50% Recommended use of the chemical and restrictions on use Recommended use Food/Drug Kosher Manufacturer or supplier's details Company Address Univar Solutions USA, Inc. 3075 Highland Pkwy Suite 200 Downers Grove, IL 60515 United States of America (USA) Revision Date: 04/14/2020 Emergency telephone number: Transport North America: CHEMTREC (1-800-424-9300) CHEMTREC INTERNATIONAL Tel # 703-527-3887 Additional Information: Responsible Party: Product Compliance Department E-mail: SDSNA@univarsolutions.com SDS Requests: 1-855-429-2661 Website: www.univarsolutions.com SECTION 2. HAZARDS IDENTIFICATION GHS Classification Eye irritation Category 2A GHS label elements Hazard pictograms • Signal word Warning Hazard statements H319 Causes serious eye irritation. Precautionary statements Prevention: P264 Wash skin thoroughly after handling. P280 Wear eye protection/ face protection. Response: P305 + P351 + P338 IF IN EYES: Rinse cautiously with water for several minutes. Remove contact lenses, if present and easy to do. Continue rinsing. P337 + P313 If eye irritation persists: Get medical advice/ atten- tion. Other hazards None known. SECTION 3. COMPOSITION/INFORMATION ON INGREDIENTS Hazardous components SDS Number: 100000039747 1/9 CITRIC ACID 10-50% 41 1 Univar Solutions Safety Data Sheet CITRIC ACID 10-50% Version 1.6 Revision Date: 04/14/2020 CAS -No. Chemical name Weight percent 77-92-9 Citric acid 10 -50 Actual concentration is withheld as a trade secret Any Concentration shown as a range is due to batch variation. SECTION 4. FIRST AID MEASURES General advice Move out of dangerous area. Show this safety data sheet to the doctor in attendance. Do not leave the victim unattended. If inhaled If unconscious, place in recovery position and seek medical advice. If symptoms persist, call a physician. In case of eye contact Immediately flush eye(s) with plenty of water. Remove contact lenses. Protect unharmed eye. Keep eye wide open while rinsing. If eye irritation persists, consult a specialist. If swallowed Keep respiratory tract clear. Do not give milk or alcoholic beverages. Never give anything by mouth to an unconscious person. If symptoms persist, call a physician. SECTION 5. FIREFIGHTING MEASURES Unsuitable extinguishing High volume water jet media Hazardous combustion prod- No hazardous combustion products are known ucts Further information Standard procedure for chemical fires. Use extinguishing measures that are appropriate to local cir- cumstances and the surrounding environment. Special protective equipment Wear self-contained breathing apparatus for firefighting if nec- for firefighters essary. SECTION 6. ACCIDENTAL RELEASE MEASURES Personal precautions, protec- Use personal protective equipment. tive equipment and emer- gency procedures Environmental precautions Prevent further leakage or spillage if safe to do so. Methods and materials for Soak up with inert absorbent material (e.g. sand, silica gel, containment and cleaning up acid binder, universal binder, sawdust). Keep in suitable, closed containers for disposal. SECTION 7. HANDLING AND STORAGE SDS Number: 100000039747 2/9 CITRIC ACID 10-50% 41 1 Univar Solutions Safety Data Sheet CITRIC ACID 10-50% Version 1.6 Revision Date: 04/14/2020 Advice on protection against Normal measures for preventive fire protection. fire and explosion Advice on safe handling Do not breathe vapours/dust. Avoid contact with skin and eyes. For personal protection see section 8. Smoking, eating and drinking should be prohibited in the ap- plication area. Dispose of rinse water in accordance with local and national regulations. Conditions for safe storage Keep container tightly closed in a dry and well -ventilated place. Electrical installations / working materials must comply with the technological safety standards. SECTION 8. EXPOSURE CONTROLS/PERSONAL PROTECTION Components with workplace control parameters Contains no substances with occupational exposure limit values. Personal protective equipment Respiratory protection General and local exhaust ventilation is recommended to maintain vapor exposures below recommended limits. Where concentrations are above recommended limits or are un- known, appropriate respiratory protection should be worn. Follow OSHA respirator regulations (29 CFR 1910.134) and use NIOSH/MSHA approved respirators. Protection provided by air purifying respirators against exposure to any hazardous chemical is limited. Use a positive pressure air supplied respi- rator if there is any potential for uncontrolled release, expo- sure levels are unknown, or any other circumstance where air purifying respirators may not provide adequate protection. Hand protection Remarks The suitability for a specific workplace should be discussed with the producers of the protective gloves. Eye protection Eye wash bottle with pure water Tightly fitting safety goggles Wear face -shield and protective suit for abnormal processing problems. Skin and body protection Impervious clothing Choose body protection according to the amount and concen- tration of the dangerous substance at the work place. Hygiene measures When using do not eat or drink. When using do not smoke. Wash hands before breaks and at the end of workday. SECTION 9. PHYSICAL AND CHEMICAL PROPERTIES Appearance Colour Odour Odour Threshold liquid light yellow odorless No data available SDS Number: 100000039747 3/9 CITRIC ACID 10-50% 41 1 Univar Solutions Safety Data Sheet CITRIC ACID 10-50% Version 1.6 pH : No data available Freezing Point (Melting point/range) Boiling Point () > 100 °C (212 °F) Flash point No data available Evaporation rate No data available Flammability (solid, gas) No data available Upper explosion limit No data available Lower explosion limit : No data available Vapour pressure No data available Relative vapour density No data available Relative density 1.24 Density 10.329 Ib/gal Solubility(ies) Water solubility soluble Solubility in other solvents No data available Partition coefficient: n- No data available octanol/water Auto -ignition temperature No data available Thermal decomposition No data available SECTION 10. STABILITY AND REACTIVITY Revision Date: 04/14/2020 Reactivity No dangerous reaction known under conditions of normal use. Chemical stability Stable under normal conditions. Possibility of hazardous reac- No decomposition if stored and applied as directed. tions Conditions to avoid Keep away from heat, flame, sparks and other ignition sources. Incompatible materials Metals nitrites Oxidizing agents Reducing agents Strong bases SECTION 11. TOXICOLOGICAL INFORMATION Serious eye damage/eye irritation Components: 77-92-9: Species: Rabbit Result: Irritating to eyes. SDS Number: 100000039747 4/9 CITRIC ACID 10-50% 41 1 Univar Solutions Safety Data Sheet CITRIC ACID 10-50% Version 1.6 Carcinogenicity IARC OSHA NTP Further information Product: Remarks: No data available Revision Date: 04/14/2020 No component of this product present at levels greater than or equal to 0.1 % is identified as probable, possible or confirmed human carcinogen by IARC. No component of this product present at levels greater than or equal to 0.1 % is on OSHA's list of regulated carcinogens. No component of this product present at levels greater than or equal to 0.1 % is identified as a known or anticipated carcinogen by NTP. SECTION 12. ECOLOGICAL INFORMATION Ecotoxicity No data available Persistence and degradability No data available Bioaccumulative potential No data available Mobility in soil No data available Other adverse effects Product: Ozone -Depletion Potential Regulation: 40 CFR Protection of Environment; Part 82 Pro- tection of Stratospheric Ozone - CAA Section 602 Class I Substances Remarks: This product neither contains, nor was manufac- tured with a Class I or Class II ODS as defined by the U.S. Clean Air Act Section 602 (40 CFR 82, Subpt. A, App.A + B). Additional ecological infor- No data available mation SECTION 13. DISPOSAL CONSIDERATIONS Disposal methods Waste from residues Dispose of in accordance with all applicable local, state and federal regulations. SDS Number: 100000039747 5/9 CITRIC ACID 10-50% 41 1 Univar Solutions Safety Data Sheet CITRIC ACID 10-50% Version 1.6 Revision Date: 04/14/2020 For assistance with your waste management needs - including disposal, recycling and waste stream reduction, contact Uni- var Solutions ChemCare: 1-800-909-4897 Contaminated packaging Empty remaining contents. Dispose of as unused product. Do not re -use empty containers. SECTION 14. TRANSPORT INFORMATION DOT (Department of Transportation): Not regulated as a dangerous good UNRTDG Not regulated as a dangerous good IATA (International Air Transport Association): Not regulated as a dangerous good IMDG-Code: Not regulated as a dangerous good SECTION 15. REGULATORY INFORMATION EPCRA - Emergency Planning and Community Right -to -Know Act CERCLA Reportable Quantity This material does not contain any components with a CERCLA RQ. SARA 304 Extremely Hazardous Substances Reportable Quantity This material does not contain any components with a section 304 EHS RQ. SARA 311/312 Hazards Serious eye damage or eye irritation SARA 302 This material does not contain any components with a section 302 EHS TPQ. SARA 313 This material does not contain any chemical components with known CAS numbers that exceed the threshold (De Minimis) reporting levels established by SARA Title III, Section 313. Clean Air Act This product does not contain any hazardous air pollutants (HAP), as defined by the U.S. Clean Air Act Sec- tion 112 (40 CFR 61). This product does not contain any chemicals listed under the U.S. Clean Air Act Section 112(r) for Accidental Release Prevention (40 CFR 68.130, Subpart F). This product does not contain any chemicals listed under the U.S. Clean Air Act Section 111 SOCK Inter- mediate or Final VOC's (40 CFR 60.489). Clean Water Act This product does not contain any Hazardous Substances listed under the U.S. CleanWater Act, Section 311, Table 116.4A. SDS Number: 100000039747 6/9 CITRIC ACID 10-50% 41 1 Univar Solutions Safety Data Sheet CITRIC ACID 10-50% Version 1.6 Revision Date: 04/14/2020 This product does not contain any Hazardous Chemicals listed under the U.S. CleanWater Act, Section 311, Table 117.3. This product does not contain any toxic pollutants listed under the U.S. Clean Water Act Section 307 Massachusetts Right To Know No components are subject to the Massachusetts Right to Know Act. Pennsylvania Right To Know 7732-18-5 Water 77-92-9 Citric acid California Prop 65 This product does not contain any chemicals known to State of California to cause cancer, birth defects, or any other re- productive harm. The components of this product are reported in the following inventories: TSCA On the inventory, or in compliance with the inventory DSL All components of this product are on the Canadian DSL AICS On the inventory, or in compliance with the inventory NZIoC Not in compliance with the inventory ENCS On the inventory, or in compliance with the inventory KECI On the inventory, or in compliance with the inventory PICCS On the inventory, or in compliance with the inventory IECSC : On the inventory, or in compliance with the inventory SECTION16. OTHER INFORMATION NFPA: HMIS III: Flammability m x Special hazard. iv a 1< 0 = not significant, 1 =Slight, 2 = Moderate, 3 = High 4 =Extreme, * = Chronic The information accumulated is based on the data of which we are aware and is believed to be correct as of the date hereof. Since this information may be applied under conditions SDS Number: 100000039747 7/9 CITRIC ACID 10-50% 41 1 Univar Solutions Safety Data Sheet CITRIC ACID 10-50% Version 1.6 Revision Date: 04/14/2020 beyond our control and with which we may be unfamiliar and since data made become available subsequently to the date hereof, we do not assume any responsibility for the results of its use. Recipients are advised to confirm in advance of need that the information is current, applicable, and suitable to their circumstances. This SDS has been prepared by Univar Solutions Product Compliance Department (1-855-429-2661) SDSNA@univarsolutions.com. Revision Date 04/14/2020 Material number: 16137587,16148404,16143523,16160543,16160608,16160625,16160636,16160648, 16160674,16160678,16147501,16158867,16148636,16147853,16149772,16147851, 16148846,16144641,16144358,16148047,16143895,16151623,16150296,16149114, 16148403,16151950,16152564,16148074,16145258,16145930,16149537,16144886, 16143421,16148043,16141937,16141719,16142319,16141628,16141700,16141732, 16141538,16140923,16141803,16141836,16140599,16140268,16140272,16140397 Key or le end to abbreviations and acron ms used in the safety data sheet ACGIH American Conference of Govern- LD50 Lethal Dose 50% ment Industrial Hygienist AICS Australia, Inventory of Chemical LOAEL Lowest Observed Adverse Effect Substances Level DSL Canada, Domestic Substances List NFPA National Fire Protection Agency NDSL Canada, Non -Domestic Substanc- NIOSH National Institute for Occupational es List Safet &Health CNS Central Nervous System NTP National Toxicology Program CAS Chemical Abstract Service NZIoC New Zealand Inventory of Chemi- cals EC50 Effective Concentration NOAEL No Observable Adverse Effect Level EC50 Effective Concentration 50% NOEC No Observed Effect Concentration EGEST EOSCA Generic Exposure Scenar- OSHA Occupational Safety & Health io Tool Administration EOSCA European Oilfield Specialty Chem- PEL Permissible Exposure Limit icals Association EINECS European Inventory of Existing PICCS Philippines Inventory of Commer- Chemical Substances cial Chemical Substances MAK Germany Maximum Concentration PRNT Presumed Not Toxic Values GHS Globally Harmonized System RCRA Resource Conservation Recovery Act >= Greater Than or Equal To STEL Short-term Exposure Limit IC50 Inhibition Concentration 50% SARA Superfund Amendments and Reauthorization Act. IARC International Agency for Research TLV Threshold Limit Value on Cancer IECSC Inventory of Existing Chemical TWA Time Weighted Average Substances in China ENCS Japan, Inventory of Existing and TSCA Toxic Substance Control Act New Chemical Substances KECI Korea, Existing Chemical Inventory UVCB Unknown or Variable Composi- tion, Complex Reaction Products, and Biological Materials SDS Number: 100000039747 8/9 CITRIC ACID 10-50% 41 1 Univar Solutions Safety Data Sheet CITRIC ACID 10-50% Version 1.6 Revision Date: 04/14/2020 <= Less Than or Equal To WHMIS Workplace Hazardous Materials Information System LC50 Lethal Concentration 50% SDS Number: 100000039747 9/9 CITRIC ACID 10-50% OT genesisalkali Certificate of Analysis CUSTOMER CONTACT & FAX Shipped to: Order # 2048711 SW TRANSFER Delivery # 5024988 330 STATE HWY 19 Customer PO 5L-590373 FRANKLIN MN 55333 Vehicle # FMLX052110 Sodium Sulfate, as Na2SO4, % Net weight 0 LB Total Alkalinity as Na2CO3, % Source Code 008418 Ship Date: 03 -Nov -2020 Certificate Date : 03 -Nov -2020 Product. SODA ASH GRADE 260 BULK The MUL (maximum use level) is 150 mg/L under NSF/ANSI Standard 60 I of I 0 PROPERTY INSPECTION METHOD SPECIFICATION BATCH: 0001592318 MFG. DATE: 03 -Nov -2020 Container Identification FMLX052110 Iron, as Fe, ppm 14.0 Max 0.3 Sodium Chloride as NaCl, % 0.200 Max 0.072 Sodium Sulfate, as Na2SO4, % 0.200 Max 0.013 Total Alkalinity as Na2CO3, % 99.20 Min 99.82 Bulk Density, lbs/ft3 60.0 - 70.0 66.1 US + 100 Mesh, Cumulative % 95.2 US + 200 Mesh, Cumulative % 93.0 Min 98.8 Authorized By: MSDS AVAILABLE @ ALKALI. GENESISENERGY. COM Mnnnfactiming Lncntinn- Genesis Alkali, LLC Highway 374 P.O. Box 872 Green River, WY 82935 U.S. A genesisalkali SAFETY DATA SHEET Sodium Carbonate, Anhydrous SDS #: 497-19-8 Revision date: 2020-12-22 Format: NA Version 5.09 Recommended use of the chemical and restrictions on use Recommended Use: Glass manufacture, Personal care, Detergent, Water treatment chemical, Chemical processing Restrictions on Use: See section 16 for more information Manufacturer Address Emergency telephone number Genesis Alkali Wyoming, LP 1735 Market Street Philadelphia, PA 19103 Tel: +1 877-362-2248 or +1 215-845-4500 www.alkaii.oenesisenerov.com 1 307 / 872 2452 (Plant - Green River, WY) 1 303/ 389-1409 (Medical - U.S. - Call Collect) For leak, fire, spill or accident emergencies, call: 1 800 / 424 9300 (CHEMTREC - U.S.A.) 1 703 / 527 3887 (CHEMTREC - Collect - All Other Countries) 2. HAZARDS IDENTIFICATION Classification OSHA Regulatory Status This material is considered hazardous by the OSHA Hazard Communication Standard (29 CFR 1910.1200) Page 1 / 7 1. PRODUCT AND COMPANY IDENTIFICATION Product Identifier Product Name Soda Ash Other means of identification Product Code(s) 497-19-8 Synonyms Sodium carbonate, anhydrous; Carbonic acid, disodium salt; Disodium carbonate Chemical Family Alkali salt Recommended use of the chemical and restrictions on use Recommended Use: Glass manufacture, Personal care, Detergent, Water treatment chemical, Chemical processing Restrictions on Use: See section 16 for more information Manufacturer Address Emergency telephone number Genesis Alkali Wyoming, LP 1735 Market Street Philadelphia, PA 19103 Tel: +1 877-362-2248 or +1 215-845-4500 www.alkaii.oenesisenerov.com 1 307 / 872 2452 (Plant - Green River, WY) 1 303/ 389-1409 (Medical - U.S. - Call Collect) For leak, fire, spill or accident emergencies, call: 1 800 / 424 9300 (CHEMTREC - U.S.A.) 1 703 / 527 3887 (CHEMTREC - Collect - All Other Countries) 2. HAZARDS IDENTIFICATION Classification OSHA Regulatory Status This material is considered hazardous by the OSHA Hazard Communication Standard (29 CFR 1910.1200) Page 1 / 7 Sodium Carbonate, Anhydrous SDS #: 497-19-8 Revision date: 2020-12-22 Version 5.09 Serious eye damage/eye irritation lCategory 2A GHS Label elements, including precautionary statements EMERGENCY OVERVIEW ing 319 - Causes serious eye irritation 1 Precautionary Statements - Prevention P264 - Wash face, hands and any exposed skin thoroughly after handling P280 - Wear protective gloves/protective clothing/eye protection/face protection Precautionary Statements - Response P305 + P351 + P338 - IF IN EYES: Rinse cautiously with water for several minutes. Remove contact lenses, if present and easy to do. Continue rinsing P337 + P313 - If eye irritation persists: Get medical advice/ attention Hazards not otherwise classified (HNOC) No hazards not otherwise classified were identified. Other Information May be harmful if swallowed. Prolonged or repeated contact may dry skin and cause irritation 3. COMPOSITION/INFORMATION ON INGREDIENTS Chemical Family Alkali salt. Formula Na2CO3 Chemical name CAS -No Weight % Sodium carbonate 497-19-8 100 Synonyms are provided in Section 1 4. FIRST AID MEASURES Eye Contact Rinse immediately with plenty of water, also under the eyelids, for at least 15 minutes. If symptoms persist, call a physician. Skin Contact Wash off with warm water and soap. Get medical attention if irritation develops and persists. Remove and wash contaminated clothing before re -use. Inhalation Remove person to fresh air. If signs/symptoms continue, get medical attention. Ingestion Never give anything by mouth to an unconscious person Get medical attention if symptoms occur Page 2 / 7 Sodium Carbonate, Anhydrous SDS #: 497-19-8 Revision date: 2020-12-22 Version 5.09 Most important symptoms and effects, both acute and delayed Indication of immediate medical attention and special treatment needed, if necessary Causes serious eye damage / eye irritation. Treat symptomatically. 5. FIRE -FIGHTING MEASURES Suitable Extinguishing Media Use extinguishing agent suitable for type of surrounding fire. Specific Hazards Arising from the Non-combustible, substance itself does not burn but may decompose upon heating to Chemical produce corrosive and/or toxic fumes Hazardous Combustion Products Fumes of sodium oxide. Carbon oxides (COx). Explosion data Sensitivity to Mechanical Impact Not sensitive. Sensitivity to Static Discharge Not sensitive. Protective equipment and As in any fire, wear self-contained breathing apparatus pressure -demand, MSHA/NIOSH precautions for firefighters (approved or equivalent) and full protective gear. 6. ACCIDENTAL RELEASE MEASURES Personal Precautions Avoid dust formation. Sweep up to prevent slipping hazard. Other For further clean-up instructions, call Emergency Hotline number listed in Section 1 "Product and Company Identification" above. Environmental Precautions Do not flush into surface water or sanitary sewer system. Methods for Containment Prevent large quantities of this product from contacting vegetation or waterways. Cover with plastic sheet to prevent spreading. Pick up and transfer to properly labeled containers. Keep in suitable and closed containers for disposal. Methods for cleaning up Pick up and transfer to properly labeled containers. Keep in suitable and closed containers for disposal. Dispose of waste as indicated in Section 13. 7. HANDLING AND STORAGE Handling Use air conveying/mechanical systems for bulk transfer to storage. Provide appropriate exhaust ventilation at places where dust is formed. In case of insufficient ventilation, wear suitable respiratory equipment if release of airborne dust is expected. Make sure the locations of the eye washers and safety showers are close to the workstation locations. Storage Store in original container. Keep in properly labeled containers. Keep container tightly closed. Incompatible products Aluminum. Powdered aluminum. Acids 8. EXPOSURE CONTROLS/PERSONAL PROTECTION 8.1 Control parameters Ingredient I Agency Workplace Exposure Limits Carbonic acid sodium salt (1:2) OSHA PEL (TWA) (mg/m3) 10 mg/m3 Total dust; 5 Mg/M3 Respirable fraction Carbonic acid sodium salt 1:2 MSHA 10 Mg/M3 Total dust Page 3 / 7 Sodium Carbonate, Anhydrous SDS #: 497-19-8 Revision date: 2020-12-22 Version 5.09 8.2 Exposure Appropriate engineering controls Engineering measures Where reasonably practicable this should be achieved by the use of local exhaust ventilation and good general extraction. Individual protection measures, such as personal protective equipment Eye/Face Protection Wear safety glasses or protective glasses with side shields. If splash potential exists, wear full face shield or chemical goggles. Skin and Body Protection Wear suitable protective clothing. Protective shoes or boots. Hand Protection 4r Wear protective gloves. If handling solutions, impervious gloves recommended (e.g. Nitrile or Neoprene) Respiratory Protection Is 'VW_F In case of inadequate ventilation wear respiratory protection. Hygiene measures Handle in accordance with good industrial hygiene and safety practice. Make sure the locations of the eye washers and safety showers are close to the workstation locations. General information These recommendations apply to the product as supplied 9. PHYSICAL AND CHEMICAL PROPERTIES Information on basic Dhvsical and chemical Droaerties Appearance Granules Physical State Solid Color White Odor odorless Odor threshold Not applicable pH 11.4 (1 % solution in water) Melting point/freezing point 851 °C Boiling Point/Range No information available Flash point Not applicable Evaporation Rate No information available Flammability (solid, gas) Non-combustible, substance itself does not burn but may decompose upon heating to produce corrosive and/or toxic fumes Flammability Limit in Air Upper flammability limit: No information available Lower flammability limit: No information available Vapor pressure No information available Vapor density No information available Density No information available Specific gravity 2.52 Water solubility 212.5 g/L @ 20 °C Solubility in other solvents No information available Partition coefficient No information available Autoignition temperature No information available Decomposition temperature 400 °C Page 4 / 7 Sodium Carbonate, Anhydrous SDS #: 497-19-8 Revision date: 2020-12-22 Version 5.09 Viscosity, kinematic No information available Viscosity, dynamic No information available Explosive properties Not explosive Oxidizing properties Non -oxidizing Molecular weight 105.99 Bulk density 0.86 - 1.12 g/cm3 (Dense grades) 0.70 - 0.90 g/cm3 (Light Grades) Kst 0 bar m/s 10. STABILITY AND REACTIVITY Reactivity None under normal use conditions. Chemical Stability Stable. Decomposes by reaction with strong acid. Possibility of Hazardous Reactions None under normal processing. Hazardous polymerization Hazardous polymerization does not occur. Conditions to avoid Exposure to air or moisture over prolonged periods. Incompatible materials Aluminum. Powdered aluminum. Acids. Hazardous Decomposition Products Sodium oxides. Carbon oxides (COx). 11. TOXICOLOGICAL INFORMATION Product Information LD50 Oral 2,800 mg/kg (rat) LD50 Dermal > 2,000 mg/kg (rabbit) LC50 Inhalation Eye Contact Irritating to eyes. Skin Contact Non -irritating Sensitization Patch test on human volunteers did not demonstrate sensitization properties. Information on toxicological effects Symptoms No information available. Delayed and immediate effects as well as chronic effects from short and long-term exposure Chronic toxicity No known effect. Mutagenicity No information available Carcinogenicity Not recognized as carcinogenic by Research Agencies (IARC, NTP, OSHA, ACGIH). Reproductive toxicity No information available. STOT - single exposure No information available. STOT - repeated exposure No information available. Aspiration hazard No information available. 12. ECOLOGICAL INFORMATION Ecotoxicity Sodium carbonate 497-19-8 Active Ingredient(s) Duration Species lValue Units Sodium Carbonate 96 h LC50 Blue ill sunfish 1300 m /L Sodium Carbonate 48 h EC50 Cerioda hnia 200-227 m /L Page 5 / 7 Sodium Carbonate, Anhydrous Persistence and degradability Bioaccumulation Mobility Other Adverse Effects Biodegradability does not pertain to inorganic substances. Does not bio -accumulate. Dissociates into ions. None known. 13. DISPOSAL CONSIDERATIONS SDS #: 497-19-8 Revision date: 2020-12-22 Version 5.09 Waste disposal methods This material, as supplied, is not a hazardous waste according to Federal regulations (40 CFR 261). Dispose of in accordance with local regulations. Contaminated Packaging Dispose of in accordance with local regulations. 14. TRANSPORT INFORMATION DOT NOT REGULATED TDG NOT REGULATED ICAO/IATA NOT REGULATED IMDG/IMO NOT REGULATED 15. REGULATORY INFORMATION U.S. Federal Regulations SARA 313 Section 313 of Title III of the Superfund Amendments and Reauthorization Act of 1986 (SARA). This product does not contain any chemicals which are subject to the reporting requirements of the Act and Title 40 of the Code of Federal Regulations, Part 372 SARA 311/312 Hazard Categories Acute health hazard Yes Chronic health hazard No Fire hazard No Sudden release of pressure hazard No Reactive Hazard No Clean Water Act This product does not contain any substances regulated as pollutants pursuant to the Clean Water Act (40 CFR 122.21 and 40 CFR 122.42) CERCLA This material, as supplied, does not contain any substances regulated as hazardous substances under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) (40 CFR 302) or the Superfund Amendments and Reauthorization Act (SARA) (40 CFR 355). There may be specific reporting requirements at the local, regional, or state level pertaining to releases of this material US State Regulations California Proposition 65 I WARNING: This product can expose you to chemicals including lead, which are known to the State of California to cause ;ancer and birth defects or other reproductive harm. For more information go to www.P65Warnings.ca.gov . U.S. State Right -to -Know Regulations This product is not listed on state right -to -know regulations International Inventories Page 6 / 7 Sodium Carbonate, Anhydrous SDS #: 497-19-8 Revision date: 2020-12-22 Version 5.09 Component TSCA DSL EINECS/ELI ENCS China KECL PICCS AICS (United (Canada) NCS (Japan) (IECSC) (Korea) (Philippines) (Australia) States) (Europe) Sodium carbonate X X X X X X X X 497-19-8 100 Mexico - Grade Moderate risk, Grade 2 16. OTHER INFORMATION NFPA IHealth Hazards 2 IFlammability 0 linstability 0 ISpecial Hazards - HMIS IHealth Hazards 2 IFlammability 0 jPhysical hazard 0 jPersonal Protection X NFPA/HMIS Ratings Legend Severe = 4; Serious = 3; Moderate = 2; Slight = 1; Minimal = 0 Product Certifications This product is certified to NSF/ANSI Standard 60 for use in drinking water treatment at the specified maximum use limit. The MUL (maximum use level) for sodium carbonate, anhydrous is 150 mg/L under NSF/ANSI Standard 60. �W�- r,r w w„n� r,�„r,M,o' Celiified to NSFlANSI 60 Revision date: 2020-12-22 Revision note Updated Section 2. 0(o Halal: IFANCA Disclaimer Genesis Alkali, LLC believes that the information and recommendations contained herein (including data and statements) are accurate as of the date hereof. NO WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED, IS MADE CONCERNING THE INFORMATION PROVIDED HEREIN. The information provided herein relates only to the specified product designated and may not be applicable where such product is used in combination with any other materials or in any process. Further, since the conditions and methods of use are beyond the control of Genesis Alkali, LLC; Genesis Alkali, LLC expressly disclaims any and all liability as to any results obtained or arising from any use of the products or reliance on such information. Prepared By: Genesis Alkali, LLC Genesis Alkali Logo - Trademark of Genesis Alkali, LLC © 2017 Genesis Alkali, LLC. All Rights Reserved. End of Safety Data Sheet Page 7 / 7 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 Vendors 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. 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 form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used (b) Primary and Non -Contributory 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 therp oiect 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. (f) Continuity of Coverage 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 Page 1 1 of 2 pages I Risk: rev. 3/1/2018 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 California Tort Claims Act (California Government Code Section 810 et seq.). (g) Failure to Comply 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 (1) 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 2 1 of 2 pages I Risk: rev. 3/1/2018 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE 1 PARTIES AND PURPOSE Section 1.1 Parties THIS AGREEMENT is entered into on 2022, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and PACIFIC STAR CHEMICAL, LLC., dba NORTHSTAR CHEMICAL, INC., an Oregon 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 supply of Sodium Hypochlorite to the Surface Water Treatment Facility (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 weather, vandalism, acts of God, etc., shall not be counted. CONTRACTOR shall 1 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 July 1, 2022 and terminates upon the completion of the Scope of Services or on June 30, 2025, whichever occurs first. Section 2.7 Option to Extend Term of Agreement 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 less than thirty (30) days written notice of its intent prior to expiration of the existing term. In the event City K 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 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 3 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 required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein. 4 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: Northstar Chemical, Inc. 14200 SW Tualatin Sherwood Rd. Sherwood, OR 97140 Attn: Matt Werger Section 4.9 Cooperation of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. 5 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 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 6 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. 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. 7 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. Section 4.22 Counterparts and Electronic Signatures This Agreement and other documents to be delivered pursuant to this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby, bearing an original manual or electronic signature by facsimile transmission (including a facsimile delivered via the Internet), by electronic mail in "portable document format" (".pdf') or similar format intended to preserve the original graphic and pictorial appearance of a document, or through the use of electronic signature software will have the same effect as physical delivery of the paper document bearing an original signature. s IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement as of the date first above written. ATTEST: OLIVIA NASHED City Clerk APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney M CITY OF LODI, a municipal corporation STEPHEN SCHWABAUER City Manager NORTHSTAR CHEMICAL, INC., By: Name: MATT WERGER Title: Vice President/General Manager Attachments: jdm Exhibit A — Scope of Services Exhibit B — Fee Proposal Exhibit C — Insurance Requirements Exhibit D — Federal Transit Funding Conditions (if applicable) Funding Source: 56052003.72352 (Business Unit & Account No.) Doc ID:\\pwadc02\msc$\GROUP\ADMIN\Council\2022\06152022\Chemical Contracts\Pacific Star\PSA.doc CA: Rev.08.202Lel ecsign 9 Exhibit A/B Northst-Arcl',-Nemica/ =;* MEMORANDUM, City of Lodi, Public Works Department 6 To: Chemical Suppliers From: Travis Kahrs, Water Plant Superintendent, PW Date: 2/28/2022 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. Turner Road, Lodi, CA 95242, as well as for the 28 Well sites located throughout the City. Aluminum Chlorohydrate, Bulk Coarse Salt, Soda Ash, Citric Acid, and Sodium Hydroxide are all for use at the water treatment facility. Sodium Hypochlorite is 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. *All bid pricing is good through 9/30/2022 - Quarter 4 pricing based on market conditions with 30 day notice Our goal is to set this contract up 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. Please note that delivery to well sites will typically consist of visiting 6-12 sites in one delivery and pumping off roughly 200-300 gallons of sodium hypochlorite at each site. The City also requires delivery to be made within 7 business days of order. Please contact me with any questions or comments at 209-269-4943 or by email at tkahrs(alodi.gov. Quotes are due by noon on Friday, March 25th, 2022. Thank you, Vendor will supply Sodium Hypochlorite only. Travis Kahrs NTE $177,000 Annual Item Unit Delivery Unit Cost Total Item Quantity Method Cost 1 140 Salt (Bulk, Coarse) Ton Blow In $ $ 2 140 Soda Ash, Dense Ton Blow In $ $ 3 4,000 Aluminum Chlorohydrate, 50% Gallon Pump Off $ $ Solution 4 3,000 Citric Acid 50% Solution Gallon Pump Off $21.90* $65,700.00 5 2,000 Sodium Hydroxide 50% Solution Gallon Pump Off $5.50* $11,000.00 6 20,000 Sodium Hypochlorite 12.5% Gallon Pump Off $2.95* $59,000.00 Solution *All bid pricing is good through 9/30/2022 - Quarter 4 pricing based on market conditions with 30 day notice Our goal is to set this contract up 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. Please note that delivery to well sites will typically consist of visiting 6-12 sites in one delivery and pumping off roughly 200-300 gallons of sodium hypochlorite at each site. The City also requires delivery to be made within 7 business days of order. Please contact me with any questions or comments at 209-269-4943 or by email at tkahrs(alodi.gov. Quotes are due by noon on Friday, March 25th, 2022. Thank you, Vendor will supply Sodium Hypochlorite only. Travis Kahrs NTE $177,000 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 Vendors 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. 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 form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used (b) Primary and Non -Contributory 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 thera oiect 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. (f) Continuity of Coverage 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 Page 1 1 of 2 pages I Risk: rev. 3/1/2018 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 California Tort Claims Act (California Government Code Section 810 et seq.). (g) Failure to Comply 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 (1) 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 2 1 of 2 pages I Risk: rev. 3/1/2018 RESOLUTION NO. 2022-149 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE CHEMICAL SUPPLY PROFESSIONAL SERVICES AGREEMENTS WITH MULTIPLE VENDORS FOR SURFACE WATER TREATMENT AND WELL FACILITIES CHEMICAL SUPPLY WHEREAS, the Surface Water Treatment and Well Facilities require various chemicals throughout the treatment process to produce potable water; and WHEREAS, suppliers were asked to provide quotes for sodium hypochlorite, citric acid, NSF grade salt supply, and soda ash; and WHEREAS, staff has identified the lowest cost vendors for each chemical: Salt Supply Thatcher Company of California, Inc., of Utah $98,700 Soda Ash and Citric Acid Univar Solutions USA, Inc., of Washington $332,250 Sodium Hypochlorite Northstar Chemical, Inc., of Oregon $177,000 WHEREAS, staff recommends City Council authorize the City Manager to execute chemical supply Professional Services Agreements with multiple vendors for Surface Water Treatment and Well Facilities Chemical Supply, in the amount of $607,950. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute chemical supply Professional Services Agreements for the term of three years with two optional one-year extensions with Thatcher Company of California, Inc., of Salt Lake City, Utah, for the purchase of salt supply in an amount not to exceed $98,700; Univar Solutions, Inc., of Kent, Washington, for the purchase of soda ash and citric acid in an amount not to exceed $332,250; and Pacific Star Chemical, LLC, dba Northstar Chemical, Inc., of Sherwood, Oregon, for the purchase of sodium hypochlorite in an amount not to exceed $177,000; for a total amount not to exceed $607,950 over the five-year term if all extensions are executed; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (Res. No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: June 15, 2022 I hereby certify that Resolution No. 2022-149 was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 15, 2022, by the following vote: AYES: COUNCIL MEMBERS — Hothi, Khan, Kuehne, and Mayor Chandler NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Nakanishi ABSTAIN: COUNCIL MEMBERS — None OLIVIA NASHED City Clerk 2022-149