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18-1004_SOUTH ORANGE COUNTY WASTEWATER AUTHORITY_Amd No. 2 to Contract AMENDMENT NO. 2 TO THE CONTRACT SERVICES AGREEMENT BETWEEN THE SOUTH ORANGE COUNTY WASTEWATER AUTHORITY AND OTHER PUBLIC ENTITIES AND OLIN FOR THE DELIVERY AND SUPPLY OF CHLOR-ALKALI PRODUCTS TO SOCWA WASTEWATER TREATMENT FACILITIES This Amendment No. 2 to the Contract Services Agreement is made and entered into on October 4, 2018, by and between the South Orange County Wastewater Authority ("SOCWA"), City of San Clemente, Santa Margarita Water District, Trabuco Canyon Water District, El Toro Water District, Irvine Ranch Water District and City of San Juan Capistrano (collectively referred to herein with SOCWA as the "SOCWA Entities") and Olin Corporation ("Contractor"). WITNESSETH WHEREAS, SOCWA Entities and Contractor entered into a Contract Services Agreement for the Delivery and Supply of Chlor-Alkali Products to SOCWA Wastewater Treatment Facilities on October 6, 2015 (the "Agreement"). WHEREAS, SOCWA and Contractor agreed to a Contract Renewal on October 5, 2017 ("Amendment No. 1") whereby Contractor agreed to continue to supply sodium hypochlorite and caustic soda and SOCWA agreed to the modified prices as set forth therein, through October 4, 2018. WHEREAS, SOCWA Entities require additional services for the delivery and supply of chlor-alkali products to SOCWA Wastewater Treatment Facilities. WHEREAS, SOCWA Entities and Contractor desire to amend the Agreement to provide these additional products and services. NOW THEREFORE, SOCWA Entities and Contractor agree to amend the Agreement as follows: Section 2. TERM OF AGREEMENT Section 2.1 of the Agreement shall be amended to extend the term through October 4, 2019. The parties hereby agree to waive the sixty (60) day period in which an extension must be agreed upon. Section 3. COMPENSATION FOR SERVICES Section 3.1 of the Agreement shall be amended to read as follows: "Compensation will be based on the rates found in Attachment 2.1." Section 8. ADDITIONAL PROVISIONS Section 8.6 of the Agreement shall be amended to read as follows: "Each Agency of the SOCWA Entities acknowledges and agrees with the other Agency of the SOCWA Entities that this Agreement is not intended to establish a joint exercise of powers arrangement under and pursuant to laws of the State with respect to the contractual matters hereunder among such agencies; further, CSC, SMWD, TCWD, ETWD, IRWD, and CSJC each agree that the existing joint powers arrangements established pursuant to the SOCWA Joint Powers Agreement have no bearing or effect on this Agreement and the application thereof to the CSC Facility, SMWD Facilities, TCWD Facilities, ETWD Facilities, IRWD Facilities, or the CSJC Facilities. Notwithstanding the foregoing provisions, the parties expressly agree that this procurement is being conducted under the authority of SOCWA on its own behalf and on behalf of CSC, SMWD, TCWD, ETWD, IRWD, and CSJC as SOCWA member agencies, pursuant to SOCWA's powers granted under the Joint Exercise of Powers Act, Government Code section 6500 et seq., and in the manner and method permitted thereby." All other terms and conditions, articles, obligations, rights and provisions of the Agreement not in conflict with this Amendment No. 2 shall remain in full force and effect. This Amendment No. 2 may be executed in counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the parties have hereto caused this instrument to be executed the day and year first above written. SOUTH ORANGE COUNTY WASTEWATER AUTHORITY By: wL / Date: /o/V77 General anager APPROVED AS TO FORM: General Counsel -2 - DOCS 3447634.1 CITY OF SAN CLEMENTE By: Date: Mayor ATTEST: By: City Clerk APPROVED AS TO FORM: By: City Attorney SANTA MARGARITA WATER DISTRICT By: Date: General Manager TRABUCO CANYON WATER DISTRICT By: Date: General Manager EL TORO WATER DISTRICT By: Date: General Manager IRVINE RANCH WATER DISTRICT By: Date: General Manager - 3 - DOCS 3447634.1 CITY OF SAN JUAN CAPISTRANO BY: Y Ma� er Date: /2-3- 1.k APPROVED AS TO FORM: By: /3 .i Ci At�y OLIN CORPORATION By: 460411' /311M V Date: Authorized Representative • Title: -4 - DOCS 3447634.! ATTACHMENT 2.1 AMENDMENT NO. 2 COMPENSATION RATES Sodium Hypochlorite - 12.5% (501-1000 gals) $1.290 gallon Sodium Hypochlorite - 12.5% (1001-2000 gals) $1.114 gallon Sodium Hypochlorite - 12.5% (2001-3000 gals) $0.897 gallon Sodium Hypochlorite - 12.5% (3001-4000 gals) $0.796 gallon Sodium Hypochlorite - 12.5% (>4500 gals) $0.737 gallon (>4800 gals) Sodium Hypochlorite - 5.25% (full load) ETWD $0.665 gallon Sodium Hydroxide - 50% (1-500 gals) $4.190 gallon Sodium Hydroxide - 50% (501-1000 gals) $3.500 gallon Sodium Hydroxide - 50% (1001-2000 gals) $3.190 gallon Sodium Hydroxide - 50% (>2000 gals) $3.010 gallon Sodium Hydroxide - 50% Full trkld (3,918 min.) $2.840 gallon Sodium Hydroxide - 30% (500+ gals) - IRWD $3.090 gallon Full trkld (4,900 min.) - Sodium Hydroxide - 30% IRWD $2.390 gallon