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19-0604_STERLING WATER TECHNOLOGIES_E9_Agenda ReportCity Council Agenda Report June 4, 2019 Page 2 of 3 agreements could be assigned to the successor agency or terminated upon a 30-day notice. DISCUSSION/ANALYSIS: The Utilities Department uses chemicals in various locations throughout the water system, and predominately at the Ground Water Recovery Plant (GWRP). A Request for Proposals (RFP) for supply and delivery of the required chemicals was posted on the City's website April 17, 2019, and was distributed to seventeen companies. Final proposals were due May 15, 2019. The ,proposals are for non-exclusive, two year terms, with fixed pricing for this term. Suppliers were only required to submit proposals on chemical items that they have the qualifications and resources to supply. Seven proposals were received along with two letters from suppliers declining to bid. A summary of the proposals is provided in Attachment 2. Staff recommends awarding two-year purchase agreements to those suppliers providing the lowest price for each chemical. Identical low price bids of $1.36 per gallon were received from two suppliers for sodium bisulfite (Brenntag Pacific Inc. and JCI Jones Chemicals). Staff recommends award of an agreement to Brenntag Pacific Inc. for this chemical because Brenntag is an established vendor that has been reliably supplying the City with sodium bisulfite at the same price for the past two years. The following suppliers are recommended for award of two-year purchase agreements for purchase and delivery of the indicated chemicals: • Brenntag Pacific Inc . for Sodium Permanganate 20% at $9.82 per gallon, Sodium Bisulfite 25% at $1 .36 per gallon, and Ammonium Hydroxide 19% at $4 .83 per gallon; • JCI Jones Chemicals Inc. for Sodium Hypochlorite 12.5% at $1.08 per gallon and Sodium Hydroxide 50% at $2.42 per gallon; • Sterling Water Technologies LLC for 36% Liquid Orthophosphate (18%)/ Polyphosphate (18%) at $8.5805 per gallon. FISCAL IMPACT: The proposed Purchase Agreements would be limited to the approved budget. The Fiscal Year 2019-2020 budget includes $420,000 for chemical supplies. The estimated annual cost for all of these chemicals is $227,000, and the estimated cost for each chemical is shown in Attachment 2. The estimated remaining budget amount of $193,000 is reserved for possible, unanticipated additional quantities of these chemicals and for other chemicals used throughout the water system. ENVIRONMENTAL IMPACT: The recommended action would not be subject to CEQA pursuant to Section 15060(c)(3) of CEQA Guidelines because the action is not a project as defined in Section 15378 of the CEQA Guidelines, and the action would have no potential for resulting in physical change to the environment, directly or indirectly. City Council Agenda Report June 4, 2019 Page 3 of 3 PRIOR CITY COUNCIL REVIEW: Not applicable. COMMISSION/COMMITIEE/BOARD REVIEW AND RECOMMENDATIONS: On May 21, 2019, the Utilities Commission recommended that the City Council approve and authorize the City Manager to execute water treatment chemical supply and delivery purchase agreements with Brenntag Pacific Inc., JCI Jones Chemicals Inc., and Sterling Water Technologies LLC. NOTIFICATIONS: Brenntag Pacific Inc. JCI Jones Chemicals Inc. Sterling Water Technologies LLC . Chemrite Inc. Hill Brothers Chemical Company Olin Corporation Shannon Chemical Corporation Airgas Specialty Products Inc. Univar USA Inc. ATIACHMENT: Attachment 1 -Chemical Supply & Delivery Request for Proposals (RFP) Attachment 2 -Summary of Chemical Supply & Delivery Proposals City of San Juan Capistrano RFP -Water Treatment Chemical Supply and Delivery City of San Juan Capistrano Utilities Department 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attention : Noreen Swiontek, Senior Management Analyst Any proposal received after the established closing date and time will not be accepted and will be returned to the Proposer unopened. Postmarks will not validate proposals that arrive after the cut-off time listed above. Faxed or electronic proposals will not be accepted . Proposals may be withdrawn upon written request at any time prior to the established closing date and time . Please contact Noreen Swiontek, Senior Management Analyst, at (949) 487-4307 or nswiontek@sanjuancapistrano .org should you have any questions. No other members of the City's staff or City Council should be contacted about this procurement during the RFP process . Any and all inquiries and comments regarding this RFP must be communicated in writing, unless otherwise instructed by the City. The City may, in its sole discretion, disqualify any Contractor who engages in any prohibited communications. The City may choose to reject any and all proposals. The City may seek any clarification or additional information from respondents. The City will assess proposals based on qualifications , experience , availability and "best fit " for the project. Be advised that all information contained in proposals submitted in response to this solicitation may be subject to the California Public Records Act (Government Code Section 6250 et seq.), and information's use and disclosure are governed by this Act. EXAMINATION O F R EQUIREMENTS It is the responsibility of each prospective supplier to download and print the RFP package for review and to verify the completeness of the RFP package before submitting a Proposal . Each Proposer must carefully examine the requirements contained herein and specified in the sample Agreement for Purchase of Chemicals (Attachment 2). Please refer to the sample Agreement for Purchase of Chemicals for insurance requirements and detailed safety, inspection , and compliance requirements that may not be fully covered in this RFP . The terms of the Agreement for Purchase of Chemicals cannot be modified and will not be negotiated . Upon receipt of responses hereunder, each Proposer shall be thoroughly familiar with all requirements contained herein and within the Agreement. The failure or omission to examine any form or document shall in no way relieve a Proposer from any obligation in respect to this proposal as submitted . Any misinterpretation of the requirements is solely that of the Proposer. The Prospective Supplier shall comply with all applicable federal, state and local laws, ordinances, regulations and codes and shall obtain and maintain throughout the term of the contract, all required permits, certificates and licenses, including a City of San Juan Capistrano business license. Page 2 of 5 Attachment 1 Page 2 of 20 City of San Juan Capistrano RFP -Water Treatment Chemical Supply and Delivery PREPARATION OF PROPOSAL Each proposal must be submitted on the prescribed "Proposal Documents" (Attachment 1). Proposers are not required to respond to all chemical items, only to those that they have the qualifications and resources to supply . All blank spaces for price proposals must be filled in by ink or typewritten . Items not selected for proposal, shall have that item 's blank space filled in as "Not Applicable or N/A". Except where otherwise noted on the proposal, the unit price shall be based on the price per gallon of chemical having the percentage by weight specified . All items will be construed as complete and prices shown shall be the proposed prices for all equipment, labor, materials and services required by this Water Treatment Chemical Supply and Delivery RFP and Purchasing Agreement. The unit price shall be all inclusive of Supplier's profit , overhead and costs of producing and delivering the chemical. Separate charges for permit fees, regulatory compliance , taxes , fuel, cleanup will not be accepted. These and all other costs shall be included in the unit price. The proposal must be signed and dated in ink by the owner, partner, or corporate officer of the company or by an agent duly authorized to represent the Prospective Supplier under this proposal. Include the name and position held within vendor's organization. The proposer may request release from the proposal if the request is made, in writing, within five calendar days after the RFP deadline. Proposer may include any other information they deem necessary and not included in this Request for Proposal. ADDENDA AND INTERPRETATION All Prospective Suppliers must register a designated point of contact for communication by email. Any Addenda will be posted on the City of San Juan Capistrano's website : http ://sanjuancapistrano .org/Oepartments/City-Cle rk/Public-Construction-Bids - Requests -for-Bids-RFQs . It is the responsibility of each prospective supplier to check the City website on a daily basis through the close of the period for receiving proposals for any applicable addenda or updates. The City does not assume any liability or responsibility based on any defective or incomplete copying , excerpting , scanning, faxing , downloading or printing of the RFP package . Information on the City website may change without notice to prospective suppliers. Failure to acknowledge addenda may make a Proposal non responsive and not eligible for award of the contract. No interpretation of the meaning of the specifications or other proposal documents will be made to any Proposer orally. Every request for such interpretation must be in writing and emailed to: Noreen Swiontek, Senior Management Analyst, at nswiontek@sanjuancapist rano.org . To be given consideration , a request must be received at least seven (7) days prior to the date fixed for the closing of the RFP . Any and all such interpretations and any supplemental instructions will be in the form of written addenda which, if issued , will be posted on the City website no later than five (5) calendar days prior to the date fixed for the closing of the RFP. The City reserves the right to delay Page 3 of 5 Attachment 1 Page 3 of 20 City of San Juan Capistrano RFP -Water Treatment Chemical Supply and Delivery the proposal due date. Failure of any Proposer to receive any such email addendum or interpretation shall not relieve such Proposer from any obligation under this Proposal as submitted. All addenda so issued shall become part of the specifications and contract documents . AWARD OF CONTRACT The award of an Agreement for Purchase of Chemicals will be made to a responsive and responsible Prospective Supplier or a Prospective Supplier who's proposal best meets the needs of the City. The City will be reviewing each proposal item separately and awarding Agreements on each proposal item separately. Where a single Proposer has been selected for multiple items, a single Agreement will be executed between the City and the Prospective Supplier. The successful Prospective Supplier or Prospective Suppliers will enter into an agreement with the City incorporating all prescribed requirements and conditions of this RFP and purchase agreement terms. The City shall be the sole judge as to the successful Prospective Supplier. Before award, Proposers may be required to furnish evidence of capability, equipment, and financial resources to adequately perform the job . Prior to issuance of a Notice to Proceed or first delivery, the successful Prospective Supplier will be required to submit a copy of a City of San Juan Capistrano's business license and certificates of insurance and endorsements as required. DISCRETION TO AWARD The City shall have full discretion to determine the responsiveness of each proposal and the responsibility of each Proposer and may reject any proposal or all proposals because of an improper or non-responsive proposal, a non-responsible Proposer, because the project becomes infeasible, or for any other reason, and make no award at all. This RFP does not commit the City to award an agreement, or to procure or contract for services or goods. EXECUTION OF CONTRACT The City will mail a Notice of Award, enclosing the Agreement for Purchase of Chemicals forms to the successful Prospective Supplier or Prospective Suppliers. The Agreement shall be signed by the successful Prospective Supplier or Prospective Suppliers and returned with a copy of the vendor's City of San Juan Capistrano's business license and required certificates of insurance and endorsements, within seven calendar days after the Prospective Supplier or Prospective Suppliers receives the Notice of Award. FILING OF PROTESTS Suppliers may file a "protest" of a Proposal with the City's Assistant Utilities Director. In order for a Supplier's protest to be considered valid, the protest must: Page 4 of 5 Attachment 1 Page 4of20 City of San Juan Capistrano RFP -Water Treatment Chemical Supply and Delivery A. Be filed in writing within ten (10) business days after the Proposal submission deadline; B. Clearly identify the specific irregularity or accusation; C. Clearly identify the specific City staff determination or recommendation being protested; D. Specify in detail the grounds for protest and the facts supporting the protest; and E. Include all relevant, supporting documentation with the protest at time of filing . If the protest does not comply with each of these requirements, the City may reject the protest without further review. If the protest is timely and complies with the above requirements, the City's Assistant Utilities Director or other designated City staff member shall review the protest, any response from the challenged Supplier(s), and all other relevant information. The Utilities and Public Works Director will provide a written decision to the protestor. The procedure and time limits set forth in this section are mandatory and are the sole and exclusive remedy in the event of a protest. Failure to comply with these procedures shall constitute a failure to exhaust administrative remedies and a waiver of any right to further pursue the protest, including filing a Government Code Claim or legal proceedings. SPECIAL PROVISIONS FOR CHEMICAL SUPPLY & DELIVERY Please refer to the Purchase Agreement for details related to delivery, supply, safety compliance, emergency spill plan, etc. All chemicals shall meet NSF 60 and be delivered with by tanker truck. See Table 1 for the chemical, percent chemical by weight, CAS number, tank volume, expected delivery volume, and expected number of deliveries. QUANTITY Exact quantities may vary from the estimates given, and may be increased or decreased to meet agency's requirements . No minimum is guaranteed. INVOICE: Separate invoices shall be provided for each delivery. ATTACHMENTS: 1. Proposal Documents 2. Sample Agreement to Purchase Chemicals Page 5 of 5 Attachment 1 Page 5 of 20 PROPOSAL DOCUMENTS FOR CHEMICAL SUPPLY & DELIVERY Sealed proposals shall be enclosed in an envelope clearly marked with Suppliers name, address, and "Water Treatment Chemical Supply & Delivery" Request for Proposal. Proposals may be mailed or delivered to: City of San Juan Capistrano, Utilities Department Attention: Noreen Swiontek, Senior Management Analyst 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Proposals must be received by : 4:30 p.m. on Wednesday. May 15, 2019. The proposal submitted by the undersigned declares: 1. That he/she has read the instructions, terms & conditions, and specifications of this RFP and has abided by and agreed to the conditions herein and do hereby propose to provide materials and services required in the amounts listed in the Chemical Description and Prices. 2. That this proposal is genuine, and not sham or collusive, nor made in the interest of, or on behalf of any person not herein named, and that the bidder has not directly or indirectly induced or solicited any other proposer to put in a sham bid, or caused any other person, firm, or corporation to refrain from submitting a proposal, and that the proposer has not in any manner sought by collusion to secure an advantage over any other proposer. 3. That the addenda, if issued, relating to this RFP have been received and are acknowledged. 4. All deliveries will be made a . By tanker truck to connect to City's existing cam-loc loading ports. b. Between the hours of 6:00 am and 11 :00 am . 5. That failure to deliver requested chemical(s) at volume(s) requested within 3 days of order placement could lead to termination of agreement. 6. It has had personnel inspect the loading dock and tank and has the equipment to deliver and unload the chemicals. 7. Its personnel will inspect and properly label each tank to which they are to deliver. Attach to this proposal the unit costs completed on Table 1. And attach a chemical description sheet for each chemical proposed which includes the NSF certification, density, percent by weight of the chemical , the variation the percent by weight, and CAS number. Page 1of3 Proposal Documents Attachment 1 Attachment 1 Page 6 of 20 Table 1: GWRP Drinking Water Chemical Supply Proposal Sheet A ~ ii .. .. c _ c u-i .!LE 0 ~~ ii ·~ ~ E ., .; g:; u '$ :r E E ~ '5 .. -CJ' ~ :1 .f ~ :::i ~~ ~.~ Jl .; en NaOCI 12.5% Sodium Hvoochlorite Tan ker Truck 35.000 NaMn04 20.0% Sodium Permanganate Tan ker Truck B.000 NaHS03 25.0% Sodium Bisulfrte (B) Tan ker T ruci< 14 ,000 Liquid -Orthophosphate P04 var. 36.0% (50%) I Polyphosphate (50%) Tanker Truck 3,000 NH40H 19.0% Ammonium Hvdroxid e T anker Truck 1.000 Na OH 50.0% Sodium Hydroxide T anker Truck 25.000 ,vomrnen!S: 1) Extended price is columns (A'C). Column 81 & 82 are for information only. Page 3 of 3 en i!'-., - > - = ~~ 1500 1,000 1,500 1,000 500 1.500 re 1:12 - "! ~ al-., 'O ::!:'.. -., -~ c .. .. > Qi Cl = ~~ u. ~ c..: _.. ,,_ 23 B g 3 2 17 Supplier Name _________ _ Supplier Initials ___ _ Proposal Documents Attachment 1 Attachment 1 Page 8 of 20 AGREEMENT FOR PURCHASE OF CHEMICALS THIS AGREEMENT FOR PURCHASE OF CHEMICALS (hereinafter referred to as "Agreement") is made and entered into this day of , 2019, by and between CITY OF SAN JUAN CAPISTRANO, (hereinafter referred to as "City"), and [INSERT VENDOR NAME] (hereinafter referred to as "Supplier"). RECITALS A. City is a public agency of the State of California and operates, among other facilities a Groundwater Recovery Plant (hereinafter referred to as "GWRP"). B. City desires Supplier to provide [INSERT CHEMICAL NAMES] to City for use at its Groundwater Recovery Plant. C. Supplier is duly licensed and has the necessary qualifications to fulfill the obligations set forth herein. D. The parties desire by this Agreement to establish the terms for City to purchase and acquire the goods specified herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Agreeme nt Duration. This Agreement shall commence on July 01, 2019, and shall be in effect up to and including June 30, 2021. 2. Method of Ordering. 2.1 Suoolv and Purchase of Goods. [INSERT CHEMICAL NAMES] supplied and purchased under this Agreement ("Goods") shall be in compliance with the most current ANSl/AWWA standard for each chemical listed. 2.2 Request for Delivery. On an as needed basis, City shall submit to Supplier a confirmed request for delivery of specific Goods, consistent with contact information provided in Paragraph 15. 3 . Price . Price for Goods supplied under this Agreement shall be in accordance with Supplier's quotation, attached hereto and incorporated by reference herein as Exhibit "A." The unit price ($/weight of chemical) shall be fixed as set forth in Exhibit "A.". Except where otherwise noted on Exhibit "A," the unit price shall be based on the price per weight of actual Page 1 of 12 Attachment 2 Agreement Attachment 1 Page 9 of 20 active chemical. The unit price shall be all inclusive of Supplier's profit, overhead and costs of producing and delivering the chemical. Separate charges for permit fees, regulatory compliance, taxes, fuel, cleanup will not be accepted. These and all other costs shall be included in the unit price. 4. [RESERVED] 5. Delivery. Supplier shall deliver Goods within three business days of a confirmed request for each delivery. Hours of delivery shall be Monday through Friday, 6:00am to 12 :00pm. 5.1 Business Hours. Within one month of the execution of this Agreement, Supplier shall submit to the City dates Supplier will not be able to deliver Goods due to planned maintenance, holidays or other events that might affect chemical production or delivery. 5.2 Chemical Delivery . Supplier's delivery personnel shall have the applicable adapter/connectors and hoses to complete the chemical delivery . 5.3 Minimum Standards . Goods delivered shall meet or exceed all of the current ANSl/AWWA minimum standards . 5.4 NSF Certification. The City requires all supplied Goods to carry NSF 60 certification. "NSF" shall be stamped directly on the delivery paperwork . 5.5 Certificate of Analysis . A certificate of analysis (hereinafter referred to as "C of A") is required with each load before the Goods can be unloaded. 5.6 Samples. Delivery vehicles shall be equipped to safely provide samples of Goods, before off-loading. 5. 7 We igh t -Master's Ce rti ficate . A weight-master's certificate shall be included at the time of delivery. The certificates shall show the weight of the material delivered. If a split transport load is handled, Supplier shall furnish a second weight-master's certificate within one (1) hour of the original shipment. 5.8 MSDS/SDS. Under this Agreement, a man ufac t urer's Material Safety Data Sheet (MSDS) or Safety Data Sheet (SDS) shall be included with the first delivery of the Goods or after any change in composition of the product, a change in manufacturing process , a . change in supplier , or a change in labeling/packaging of the product. Page 2 of 12 Attachment 2 Agreement Attachment 1 Page 10 of 20 5.9 Prior to delivery and after the truck has been loaded, all tanker fill/drain accesses shall be sealed with security tags, the serial numbers recorded and emailed to the GWRP Chief Plant Operator. Tags removed by an authorized agency (e.g., D.O.T., CHP) shall be replaced with a tag from that agency. Broken tags shall be kept with the delivery truck to be shown to the GWRP personnel prior to discarding. 5.10 Location. Deliveries shall be made to: City of San Juan Capistrano Groundwater Recovery Plant Attn: Tim O'Neal 32470 Paseo Adelanto San Juan Capistrano, CA 92675 6 . Inspection. Delivery does not constitute acceptance. The City reserves the right to inspect any Goods for conformance with the specifications contained herein. Goods discovered to be in noncompliance shall be returned and immediately replaced with conforming Goods at Supplier's sole expense. The City shall be reimbursed for any additional cost incurred as a result of Supplier's lack of conformance . A representative of the City may examine Supplier's inventory and production facilities at any time during the life of this Agreement. 7. Goods Specification and Quantity Estimate . The City estimates the quantity of Goods to be required for the City's operation of the GWRP as indicated on Exhibit "A", attached hereto and incorporated by reference herein. Weights are based on actual active chemical weight. Quantities of Goods listed may be increased or decreased to meet the requirements of the City during the duration of this Agreement. The City does not guarantee a minimum quantity, and the City reserves the right to purchase more or less product units on an as-needed basis. 8 . Persona l Protective Equipment (PP E). Supplier shall wear appropriate PPE when taking samples and off-loading product. 9. Eme rgency Spill Plan. In the event of accidents or spills on City property, Supplier shall follow the procedures of its Emergency Spill Plan, attached hereto and incorporated by reference herein as Exhibit "B." The Emergency Spill Plan shall include, at a minimum, the annual training the delivery driver receives to deal with material spills, emergency equipment the delivery truck has on board, the type and frequency of equipment inspections, emergency contact telephone numbers and names of personnel the City can contact in case of problems. Page 3of12 Attachment 2 Agreement Attachment 1 Page 11 of 20 10 . Security. Due to heightened security measures, Supplier shall be required to fax a photocopy of the driver's photo identification, security tag serial numbers and trailer identification no later than two hours before delivery. Contact Tim O'Neal, Chief Plant Operator Fax 949-234-4415 11 . Safety and Compliance with the Law. Supplier and Goods provided shall comply with all applicable laws and regulations of the federal, state and local government including Cal/OSHA requirements, requirements for verification of employees' legal right to work in the United States, air pollution control laws and regulations as applicable to the Supplier, and all relevant U.S. Department of Transportation or Department of Homeland Security regulations pertaining to transportation of hazardous waste, substances and/or materials, as those regulations may be amended from time to time and/or incorporated into state or local laws, regulations and ordinances. If requested, Supplier shall supply to the City information regarding the Supplier's safety ratings, safety audits and implementation of security plans or measures for complying with said regulations. Supplier is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of his or her services or operations provided under this Agreement. 12. Termination. The City reserves the right to terminate this Agreement in its entirety at no cost, except for Goods delivered and accepted. The City shall notify Supplier no less than 30 days prior to the date of termination of the Agreement. Reasons for termination of the Agreement include, but are not limited to, the following: • The Goods are not compatible to the GWRP equipment or are not providing acceptable process performance; • Poor Goods quality; • Poor or unsafe delivery container quality; and/or • Failure of Supplier to meet any of the Agreement terms and conditions. 13. Insurance. The Supplier shall maintain the following insurance during the performance of all services/work under this Agreement. Should any of the required coverage lapse or be cancelled during the term of this Agreement, the Supplier shall be obligated to notify the City immediately in writing. All insurance certificates and endorsements required hereunder shall be attached hereto as Exhibit "C." A. Commercial General Liability Insurance, of at least $2,000,000 per occurrence/ $2,000,000 aggregate (if used) for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 Page 4 of 12 Attachment 2 Agreement Attachment 1 Page 12 of 20 01 ). Policies shall not contain any exclusion contrary to this Agreement including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or CG 21 39); (2) cross-liability for claims or suits by one insured against another; or (3) severability of interest. The general liability coverage shall give City of San Juan Capistrano, the City Council, members of the City Council and City officers, employees, and agents additional insured status using ISO endorsement CG 20 10, CG 20 37, or endorsements providing the exact same coverage. The general liability insurance shall be primary (using ISO CG 20 01, or endorsements providing the exact same coverage) and any insurance, self-insurance or other coverage maintained by the City shall not contribute to it. B. Automobile Liability Insurance including coverage for owned, non-and hired vehicles (Coverage Symbol 1, any auto) of at least $2,000,000 per occurrence for bodily injury and property damage, at least as broad as Insurance Services Office Form Number CA 00 01. The automobile liability policy is to contain, or be endorsed to contain the following provisions: Pollution Liability -Broadened Coverage for Autos using ISO Form CA 9948, or an endorsement containing the exact same coverage and endorsement for Motor Carrier Policies of Insurance for Public Liability Under Sections 29 and 30 of the Motor Carrier Act of 1980 -Form MCS 90. In the event that the automobile liability policy contains an exclusion for Wrong Delivery of Liquid Products, ISO Form CA 23 05, or similar exclusion endorsement, the general liability policy shall be endorsed to provide this coverage. C. Environmental Impairment Liability of at least $2,000,000 per claim and $2,000,000 annual aggregate. If coverage is written on a claims made basis, the retroactive date is to be no later than the effective date of this Agreement. This coverage must be maintained for at least 24 months following the expiration date of this Agreement. D. Workers' Compensation (statutory limits) and Employer's Liability Coverage of at least $1,000,000 per occurrence. By its signature hereunder, the Supplier hereby certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing services or operations under this Agreement. E. Insurance carriers shall have not less than an "A-" Financial Strength Rating and Financial Size Category of not less than "Class VII" according to the latest Best Key Rating Guide unless otherwise approved by the City. Certificates of insurance and policy endorsements shall be filed with the City prior to Work commencing. If any of the required coverages expire during the term of this Agreement, the Supplier shall deliver the Page 5 of 12 Attachment 2 Agreement Attachment 1 Page 13 of 20 renewal certificate(s), including the general liability additional insured endorsement, to the City prior to the expiration date. F. Notwithstanding the minimum limits set forth in this section, any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds. Defense costs shall be paid in addition to the limits. G. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, the City Council, members of the City Council and City officers, employees, and agents. H. Supplier shall ensure that third party shippers contracted by Supplier to deliver the Goods have adequate insurance coverage. 14 . Hold Harmless and Indemnification. To the fullest extent permitted by law, the Supplier shall indemnify, defend, and hold harmless the City, the City Council, members of the City Council and City officers, employees, and agents, against any and all claims, liabilities, expenses or damages, including reasonable attorneys' fees, for injury or death of any person, or damage to property, or interference with use of property, or any claim of the Supplier or independent suppliers hired by Supplier under this Agreement for wages or benefits which arise in connection with the performance of the Agreement and the sale or delivery of the Goods, except to the extent caused or resulting from the sole negligence or willful misconduct of the City. The foregoing indemnity includes, but is not limited to, the cost of prosecuting or defending such action with legal counsel acceptable to the City and reimbursement of the City's attorneys' fees incurred in such an action. Supplier's obligation to indemnify shall survive the expiration or termination of the Agreement and shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council or City officers, employees, and agents. 15 . Notice. Any notice required under this Agreement shall be provided as follows: City of San Juan Capistrano Utilities Department 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Eric Bauman [INSERT NAME OF SUPPLIER] [INSERT ADDRESS] Attn: [INSERT NAME AND TITLE] 16. Independent Transactions. Each shipment shall constitute a separate and independent transaction and Supplier may recover for each such shipment without reference to any other. Supplier may decline to make further Page 6 of 12 Attachment 2 Agreement Attachment 1 Page 14 of 20 deliveries under this Agreement before payment of any amounts past due or satisfactory security for such payment is received. 17 . Su pp lier's Weig hts Govern . In case of a dispute concerning the weight of Product delivered in bulk carload or tank car shipments , Supplier's weight, certified to by a sworn Weigh-master, shall govern absent manifest error . 18 . Warranty. Determination of the suitability of the Product supplied hereunder for the uses and applications contemplated by the City and others shall be the sole responsibility of the City . Supplier warrants that the Product delivered hereunder meets the AWWA specification for [INSERT CHEMICAL NAMES]. SUPPLIER MAKES NO OTHER EXPRESS WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE CITY ASSUMES ALL RISK AND LIABILITY FOR ALL LOSS , DAMAGE OR INJURY TO PERSON OR PROPERTY, INCLUDING WITHOUT LIMITATION POLLUTION, ENVIRONMENTAL DAMAGE AND RESTORATION LIABILITY, RESULTING FROM (I) THE USE OF SAID PRODUCT IN MANUFACTURING PROCESSES OR IN COMBINATION WITH OTHER SUBSTANCES, OR OTHERWISE (II) THE HANDLING AND DISPOSAL OF THE PRODUCT. 19 . Taxes. Any applicable taxes are already included in the pricing set forth in Exhibit "A." 20 . Force Majeure. Neither party shall be liable for its failure to perform hereunder if said performance is made impracticable due to any circumstances beyond the reasonable control of the party affected, including but not limited to, acts of God, acts of terrorism , fires, floods, wars , sabotage, accidents , labor disputes or shortages , plant shutdown, equipment failure, voluntary or involuntary compliance with any law, order, rule or regulation of government agency or authority, or inability to obtain material (including power and fuel), equipment or transportation. The affected party may omit purchases or deliveries during the period of continuance of such circumstances and the Agreement quantity shall be reduced by the quantities so omitted . During any period when Supplier shall be unable to supply the total demands for any Good provided for in this Agreement, whether caused by the circumstances specified above or otherwise , Supplier may allocate any available Good among all buyers including its own divisions and departments, on such basis as it may deem fair and practical. 21 . Waiver. Each party's waiver of any breach, or failure to enforce any of the terms and conditions of this Agreement , at any time, shall not in any way affect, limit or waive its right thereafter to enforce and compel strict compliance with every term and condition hereof. The acceptance by the Supplier of any payment after the specified due date shall not constitute a waiver of the City's obligation to make further payments on the specified dates . Page 7 of 12 Attachment 2 Agreement Attachment 1 Page 15 of 20 22 . In teg ration . This Agreement represents the entire understanding of the City and Supplier as to those matters contained herein, and supersedes and cancels any prior oral or written understanding, promises or representations with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by both parties hereto . This is an integrated Agreement. 23 . Laws . Ven ue and Attorneys ' Fees . This Agreement shall be ·interpreted in accordante with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Orange, State of California. In the event of any such litigation between the parties, the prevailing party shall be entitled to recover all reasonable costs incurred, including reasonable attorney's fees, as determined by the court . 24. Th ird Pa rt y Righ ts. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and Supplier. 25. Seve rabi li ty . The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions unenforceable, invalid or illegal. 26 . Co unterparts . This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures . [Signatures on Next Page] Page B of 12 Attachment 2 Agreement Attachment 1 Page 16 of 20 SIGNATURE PAGE AGREEMENT FOR PURCHASE OF CHEMICALS BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND [INSERT NAME OF SUPPLIER] IN WITNESS WHEREOF, this Agreement is executed by the City and by Supplier on the day and year first written above . CITY OF SAN JUAN CAPISTRANO [INSERT NAME OF SUPPLIER] By: Benjamin Siegel By: [Insert signatory name] Title : City Manager Title : [Insert signatory title] Signature : -----------Signature : Attest: By: Maria Morris Title: _C_i_....ty_C_l_er_k ______ _ Signature: ----------- APPROVED AS TO FORM: BEST BEST & KRIEGER LLP By : Signature: ----------- Page 9 of 12 Attachment 2 Agreement Attachment 1 Page 17 of 20 Exhibit "A" Product Specification and Quantity Estimate and Supplier's Quotation Page 10of12 Attachment 2 Agreement Attachment 1 Page 18 of 20 Exhibit "B" Emergency Spill Plan Page 11 of 12 Attachment 2 Agreement Attachment 1 Page 19 of 20 Exhibit "C" Insurance Certificates Page 12of12 Attachment 2 Agreement Attachment 1 Page 20of20 I CHEMICALS I 36% Liquid· Sodium Sodium Orthophosphate Ammonium Sodium Hypochlorite Permanganate Sodium Bisulfite 50% Hydroxide Hydroxide 12.5% 20% 25% Polyphosphate 50% 19% 50% I I Annual Amount Gallons 35,000 8,000 14,000 3,000 1,000 25,000 Unit Cost Per Current Cost Gallon $1.030 $9.450 $1.360 $9.350 $4.835 $2.464 Total $36 ,050.00 $75,600.00 $19 ,040.00 $28 ,050.00 $4,835.00 $61,600.00 unit cost 1-'er Brenntag Gallon $1.25 $9.82 $1.36 $10.20 $4.83 $2.45 Total $43,750.00 $78,560.00 $19,040.00 $30,600.00 $4,830.00 $61,250.00 unit cost Per Chemrite, Inc. Gallon No Bid 10.81 No Bid 10.19 No Bid No Bid Total NIA $86,480.00 NIA $30,570.00 NIA NIA Unit Cost 1-'er Hill Brothers Gallon No Bid No Bid No Bid No Bid $4.99 No Bid Total NIA NIA NIA NIA $4,990.00 NIA Unit Cost Per JCI Jones Chemicals Gallon $1.080 No Bid $1.36 No Bid No Bid $2.42 Total $37,800.00 NIA $19,040.00 NIA NIA $60 ,500.00 Unit Cost Per Olin Corporation Gallon $1.089 No Bid No Bid No Bid No Bid No Bid Total $38,115.00 NIA NIA NIA NIA N/A ~ Shannon Chemical Unit Cost 1-'er Gallon No Bid No Bid No Bid 14.14 No Bid No Bid ::i Total NIA NIA NIA $42,420.00 NIA N/A 3 Unit cost Per co ;:::? Sterling Water Tech Gallon No Bid No Bid No Bid $8.5805 No Bid No Bid ~ Total NIA NIA NIA $25,741.50 NIA NIA cc ~ Unit Cost Per c Airgas Specialty Gallon No Bid No Bid No Bid No Bid No Bid No Bid co Total NIA NIA NIA N/A N/A NIA Q Unit Cost Per _, Univar Gallon No Bid No Bid No Bid No Bid No Bid No Bid Total NIA NIA NIA NIA NIA NIA