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Backup Documents 10/23/2012 Item #11F 1 1 F MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: Key Chemical Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment fita Purchasing Department 1 1 F' cO ?eY County 3327 Tamiami Trail East Naples, Florida 34112 Admini&aiive Bemires Division Telephone: (239)252-5270 Purchasing FAX: (239)252-6549 Email:NicoleParker@colliergov.net www.colliergov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R "Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite F2 Industries Harcros Chemicals v Cey Chemical Lhoist North America Odyssey Manufacturing DATE RECEIVED Polydyne Shannon Chemical OCT 2 5 Sulfuric Acid Trading Co 201E Tanner Industries RI Thatcher Chemical The Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have a e ions, please contact me at e above referenced information. Imo;+:._- _nd Perfo ce & yment dsApproved By: Manager isk Finance Signa ure Date (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentF ormsandLetters/RiskMgmtReviewofl nsuran ce4/15/2010/16/09 11F AGREEMENT12-5845 for Countywide Chemicals THIS AGREEMENT, made and entered into on this 23' day of Cd _ 2012 by and between Key Chemical, Inc. authorized to do business in the State of Florida, whose business address is 9503 Dovewood Place, Waxhawn, North Carolina 28173, hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on , and terminating on Or f. -2_1 2 0 3 . The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 11F Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Key Chemical, Inc. 9503 Dovewood Place Waxhaw, NC 28173 Telephone: (704) 843-9873; Fax: (704) 973-9281 E-mail: cflint @keychemicalinc.com Attention: Barbara Luffman All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing &General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 11F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 11F B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 lip 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5of10 11F during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. Page 6 of 10 11F IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwi kit E 'Block, Cl- k of Courts $y. O / By All i es: i Fred W. Coyle, Chairman d i+t _to ,' tf#a• +� R '. Key Chemical, Inc. Vendor citytAt 1114 v By First Witness Signa r� kerrie B. Qujnrz TType/print witness nameT 611.14 V Al yn Se 'ond Witness Typed signature and title C r s-4-o,A F-(►4- TType/�print witness nameT Approved as to form and legal sufficiency: Assistant tunty •attorney Item# t 6/lily Pe_p)►� Agenda i o 101,4 0._ Date Print Name R ' Date tit WO— Deputy Clerk Page 7of10 Schedule A 1 I F Bid Tabulation 12-5845 Countywide Chemicals Item Unit,of Company Name Product Description Price Awardee Number - Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company,Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary Schedule A I I F Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20. Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 Cal-Hypo (100% Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100% Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary /�Y)� M ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(1DD07/30/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT Larry Knight Aaxia Chemical Insurance Services PH No,Ext): 614.467.4410 x202 (NC,No:866.839.0872 3946 North Hampton Drive E--DRIESS: Powell, OH 43065 INSURER(S)AFFORDING COVERAGE NAIC# Larry Knight INSURERA: Star Insurance Company 18023 INSURED Key Chemical, Inc. INSURER B: Hartford Underwriters Ins. Co. 9503 Dovewood Place INSURER C: Waxhaw, NC 28173 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 2012-13 Liab COI REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSR SUER WVD POLICY NUMBER (MM DDIIYYYY) (MM/DDIYYYY) LIMITS GENERAL LIABILITY GL053847308/0112012 08/01/2013 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ 300,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 20,000 A X X PERSONAL&ADV INJURY $ 1,000,000 X Pollut form 4383 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 7 POLICY JECT P1 LOC AUTOMOBILE LIABILITY CA0538473 08/01/2012 08/01/2013 SEa accident)INGLE LIMI I $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ A ALL OWNED AUTOS SCHEDULED AUTOS X BODILY INJURY(Per accident) $ _ X HIRED AUTOS X AUTOSWNED PROPERTY $ UMBRELLA UAB X OCCUR UM0538473 08/01/2012 08/01/2013 EACH OCCURRENCE $ 4,000,000 A EXCESS UAB CLAIMS-MADE X AGGREGATE $ 4,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION X VE STATU- 0TH- AND EMPLOYERS'LIABILITY TORY LIMITS ER B ANYIPROMEMBEREXRTNER/?ECUTIVSY/NI NIA 36WECLV973008/01/2012 08/01/2013 E.L.EACH ACCIDENT $ 1,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space Is required) Certificate holder is an additional insured, where required by written contract, as their interest may appear - for any and all work performed on behalf of Collier County CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners AUTHORIZED REPRESENTATIVE Purchasing Dept 3301 Tamiami Trl E Naples, FL 34112 Larry Knight/DENISE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD hF MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: The Dumont Company Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment Purchasing Department 11 l CO ler Comity 3327 Tamiami Trail East Naples, Florida 34112 Administrative Services Division Telephone: (239)252-5270 Purchasing FAX: (239)252-6549 Email: NicoleParkerra.colliergov.net www.colliergov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R "Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite F2 Industries Harcros Chemicals Key Chemical DATE RECEIVED Lhoist North America Odyssey Manufacturing OCT 2 5 2012 Polydyne Shannon Chemical RISK MI NAGEMEN Sulfuric Acid Trading Co Tanner Industries Thatcher Chemical ✓rthe Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any questions, please contact me at the above referenced information. Insur_-ce an. -- Orman - & Pa - •rp •,-. - . _/ /6 ' /U �/� Maria.- isk Finance Signature Date (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFo rmsandLetters/RiskMgmtReviewofl n sura nce4/15/2010/16/09 F AGREEMENT 12-5845 &12-5845R for Countywide Chemicals THIS AGREEMENT, made and entered into on this 23 r4day of ���{-- 2012 by and between The Dumont Company, authorized to do business in the State of Florida, whose business address is 381 S. Central Avenue, Oviedo, FL 32765 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on z,3,2.0I2, and terminating on C�c 4- 2--2-, Zc �. The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and 12-5845R and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 F Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: The Dumont Company 381 S. Central Avenue Oviedo, FL 32765 Telephone: (800) 330-1369; Fax: (800) 524-9315 E-mail: Attention: Ronald H. Cartwright, President All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 hF 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 F B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 hF 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 and 12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5of10 h F i during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. Page 6 of 10 11F IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: ;; , COLLIER COUNTY, FLORIDA Dwi:. EBi'oCk; Clerk of Courts By: 74-424 Da ed I In o `'' Fred W. Coyle, Chairman( J AIL to " ttsiitt • The Dumont Company , ndo By: &&.sr A . . First Witness S'. . re r 1'Type/print witness namel' 4/4 //, / �trnu laL . �utt ri�( i C51Gl -f` d itness Typed signature and tit PfC n Masi-toll tType/print witness nameT Approved as to form and legal sufficiency: • Assistant at my A� orney r� Item# I 6 Cif t Peip Agenda Pint Name Date 10 101'51 Date Recd Deputy Jerk Page 7of10 Schedule A I I F Bid Tabulation 12-5845 Countywide Chemicals item Unit,of Company Name Product Description Price Awardee Number Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company, Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary Schedule A I I F Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20. Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 - Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 .Cal-Hypo (100%Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100% Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser ;gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary h ACORD CERTIFICATE OF LIABILITY INSURANCE DATE L1F 4110../1--- 8/30/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT DeDe Donelson NAME: Lassiter-Ware Insurance of Maitland aC No.Ext): (800)845-8437 845-8437 PJC,No):(888)883-8680 2701 Maitland Center Parkway ADDRESS: Suite 125 PRODUCER 00027381 CUSTOMER ID#__-___—. Maitland FL 32751 INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A:Nautilus Insurance Company 17370 INSURERB:Great Divide Insurance Company 25224 The Dumont Company Inc. INSURERC:Zenith Insurance Co. 13269 P.O. Box 622280 INSURER D: INSURER E: Oviedo FL 32762 INSURERF: COVERAGES CERTIFICATE NUMBER:12-13 MASTER REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBR POIJCY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER UMITS (MM/DD/YEFF (POLIC EXP GENERAL LIABILITY i EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED _ 1 ! PREMISES occurrence) $ 300,000 A -- CLAIMS-MADE X I OCCUR X X GLP2004640-00 2/19/2012 2/19/2013 MED EXP(Any one person) $ 10,000 X Contractual Liability Includes: Products PERSONAL&ADV INJURY $ 1,000,000 X Pollution Liability Pollution Liability GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY I X I JEC7 1 LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS X BODILY INJURY(Per accident) B 1545145-10 2/19/2012 2/19/2013 $ Includes: X SCHEDULED AUTOS ! ---_--- PROPERTY DAMAGE $ HIRED AUTOS Transportation Pollution 1 (Per accident) X NON-OWNED AUTOS 1 $ PIP Basic $ 10,000 UMBRELLA LIAB X OCCUR FFX200465800 EACH OCCURRENCE $ 3,000,000 }[ 'EXCESS LIAB CLAIMS-MADE Excess over General Liab,2/19/2012 2/19/2013 AGGREGATE $ 3,000,000 DEDUCTIBLE Pollution Liability, Auto _ $. _. A X j RETENTION $ 0 Liability 6 Workers Comp $ C WORKERS COMPENSATION X WC STATU- I OTH-' AND EMPLOYERS'LIABILITY Y/N 1 TORY LIMITS..1_ ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? I N/A i - ---- 2070173404 X2/19/2012 /19/2013 (Mandatory in NH) !E.L.DISEASE EA EMPLOYEL-7$ 1,000,000 If yes,describe under - -_-- DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT 1$ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Contract #12-5845 and #12-5845R Countywide Chemicals Collier County is named as Additional Insured with respects to General Liability as required by written. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail East Naples, FL 34112-4901 AUTHORIZED REPRESENTATIVE Scott Broughton/DEDED --, _ "' ACORD 25(2009/09) ©1988-2009 ACORD CORPORATION. All rights reserved. INS025(200909) The ACORD name and logo are registered marks of ACORD up MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: Polydyne Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment iak 11F Purchasing Department Co tier County 3327 Tamiami Trail East Naples, Florida 34112 Administrative Services ittsion Telephone: (239)252-5270 Purchasing FAX: (239)252-6549 Email: NicoleParkerancolliergov.net www.colliergov.net/purchasing Memorandum Subject: Contracts#12-5845 & 12-5845R "Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite F2 Industries Harcros Chemicals Key Chemical Lhoist North America RDEjVEO Odyssey Manufacturing DNTE ✓Polydyne 202, Shannon Chemical OCI 2 volowo Sulfuric Acid Trading Co Tanner Industries 9 Thatcher Chemical The Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any que , please contact me at the above referenced information. Insuranc= and P=-•rm-, e4Pa onds Approved By: 8/215 —- Manager Ris. inance Signature Date (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFormsandLetters/RiskMgmtReviewofl nsurance4/15/2010/16/09 11F AGREEMENT 12-5845 for Countywide Chemicals THIS AGREEMENT, made and entered into on this ‘ 3"''( day of Oc4 _ 2012 by and between Polydyne Inc., authorized to do business in the State of Florida, whose business address is One Chemical Plant Road, Riceboro, GA 31323 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on Ci 2"2 r l2, and terminating on C f 22,z o(3 . The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 11F Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Polydyne, Inc. One Chemical Plant Road Riceboro, GA 31323 Telephone: (912) 880-2035; Fax: (912) 880-2078 E-mail: polybiddpt @snfhc.com Attention: Lawrence D. Grizzle, Business Manager All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2,of 10 11F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 hF B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 11F 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5of10 11F during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. Page 6 of 10 11F IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA DWI', ■-E. Brock, Clerk of Courts j _ .c�. By: _-- � Dated: f 1 l e!-- Fre W. Coyle, Chairman *1t )ta; Ira 0igna4.uie i Polydyne, Inc. i -ndor / By: rt. Fir.t Witness / Signature Mark S _ Assistant ecret. TType/print witness nameT -g...../.../, / A/4 Janes R. Carlson, Sr. Vice-President Second Witness / Typed signature and title Lawrence D. Grizzle, Business Manager TType/print witness namet Approved as to form and legal sufficiency: alit../Lat. \...1.) . :1i} � --. e Assistant y et' ,Janda G,_ Da,_a v a3 uvi IYR• FP.pIY1 Date Print Name Recd t 1 ''Putt' Jerk Page 7 of 10 Schedule A 1 1 F Bid Tabulation 12-5845 Countywide Chemicals Item Unit of Company Name Product Description Price Awardee Number Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) _ 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company, Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary Schedule A lb 1. F Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 Cal-Hypo (100% Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100%Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary 11F .._--.,A� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 9/6/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone No.: (212)488-0200 CONTACT Fax No.: (212)488-0220 PHONE FAX INC,No,Est): (AC,Noll Frenkel&Company E-MAIL IRS 350 Hudson Street—4th Floor PRODUCER CUSTOMERDIC New York, NY 10014 INSURERS)AFFORDING COVERAGE NAIC I/ INSURED INSURER A: Charts Specialty Insurance Company 26883 Polydyne Inc. INSURER B: National Union Fire Insurance Company of Pittsburgh PA 19445 One Chemical Plant Road INSURER C: Hartford Fire Insurance Company of Midwest 37478 PO Box 250 INSURER!): Commerce&Industry Insurance Company 19410 Riceboro GA 31323 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR- -ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR VD POLICY NUMBER IMMIDDIYYYYI IMMIDDIYYYYI LINE W A GENERAL LIABILITY X EG14362834 12/31/2011 12/31/2012 EACH OCCURRENCE $ 1,000,000 X PREMISES occurrence) COMMERCIAL GENERAL LIABILITY $ 500,000 CLAIMS MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ 2,000,000 PRO- POLICY JECT LOC $ D AUTOMOBILE LIABILITY X CA4691818 12/31/2011 12/31/2012 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY(Per accident) $ X HIRED AUTOS PROPERTY DAMAGE $ (Per accident) _ X NON-OWNED AUTOS $ $ B X UMBRELLA LAB X OCCUR X 25030662 12/31/2011 12/31/2012 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DEDUCTIBLE $ RETENTION $ $ C WORKERS COMPENSATION 1 OWNR30600 12/31/2011 12/31/2012 WC STATU- 01H- ER EMPLOYERS'LIABILITY Y/N X TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? II N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 Ifyes describe under E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below A POLLUTION LIABILITY EG14362834 12/31/2011 12/31/2012 LIMIT:$3,000,000 DECDUCTIBLE;$250,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Mach ACORD 101,Additional Remarks Schedule,if more space is required) Collier County is included as Additional Insureds under General Liability, Business Automobile, Umbrella and Pollution policies as required by written contract with respect to liability arising out of the operations by the Named Insured, as their interest may appear, and subject to the policy terms conditions and exclusions.Coverage applies on a primary basis as required by contract. RE: Contract#12-5845 Countrywide Chemicals 45 DAY CANCELLATION CLAUSE INCLUDED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3327 Tamiami Trail East ACCORDANCE WITH THE POLICY PROVISIONS Naples, FL 34112 A ORIZE TRANTA 14 Wt 1 200 CORD CORPORATION.All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD 11F MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: American Water Chemicals Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment Purchasing Department CO ler COUntY 3327 Tamiami Trail East 11F Naples, Florida 34112 Adrrrn s r" Sets Divisich Telephone: (239)252-5270 Purchasing FAX: (239)252-6549 Email: NicoleParkerancolliergov.net www.colliergov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R "Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: /American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite F2 Industries Harcros Chemicals Key Chemical DATE RECD r vt Lhoist North America OCT Z 2012 Odyssey Manufacturing Polydyne Shannon Chemical RISK MANAGEMENT Sulfuric Acid Trading Co Tanner Industries Thatcher Chemical The Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order, please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have a •ue- ions, please contact me - e ate•'=a referenced information. Insu$nce d Perfor arc - men :o rApproved By: / .■!:.-4...-: /42-f/4 =na• .r Risk Finance Signature ate (Please route to County Attorney via attached Request for Legal Services) • G/Acquisitions/AgentFormsandLetters/RiskMgmtReviewofl nsurance4/15/2010/16/09 hF AGREEMENT 12-5845 for Countywide Chemicals THIS AGREEMENT, made and entered into on this ' 3" day of OC-}t b r- 2012 by and between American Water Chemicals, Inc. authorized to do business in the State of Florida, whose business address is 1802 Corporate Center Lane, Plant City, Florida 33563, hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on Oro a 2_0( z.,and terminating on O-f zz z-oc . The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 11F Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: American Water Chemicals, Inc. 1802 Corporate Center Lane Plant City, FL 33563 Telephone: (813) 246-5448; Fax: (813) 623-6678 E-mail: inquiries©amh2ochem.com Attention: Rudy Canezo, Treasurer All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 11E 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability_ Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 hF B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 11F 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5of10 hF during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. * * * * * Page 6 of 10 IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA DV: t E. Br erk of Court By. 1 By: sated: Fred W. Coyle, Chairman anitOrl Mme. 4..r ` ' ` American Water Chemicals, Inc. Vendor GA. By: First Witness Signature I.crick ecc---Asc44 .� TType/print witness namel' Q.--v fr'DY CAAfeW iKe4satze/( Second Witness Typed signature and title tType/print witness nameT Approved as to form and legal sufficiency: • Item# 1 I .14&45.474.County Attorney Agenda Dep [date iv •-14 .�t,l Date Print Name Recd l 1 I3'(• Deputy Clerk Page 7 of 10 Schedule A 1 1F Bid Tabulation 12-5845 Countywide Chemicals Item Unit of Number Company Name Product Description Price Awardee Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50% Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50% Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company, Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary 11F Schedule A Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 ,Cal-Hypo (100% Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100% Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary r ® '�` DATE(MMIDDIYYYY) ° CERTIFICATE OF LIABILITY INSURANCE 06/14/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk Services,Inc of Florida Aon Risk Services,Inc of Florida NAME: 1001 Brickell Bay Drive,Suite#1100 PHONE FAX Miami,FL 33131 4937 (A/C,No,Ext):800-743-8130 (A/C,No): 800-522-7514 EMAIL ADDRESS: ADP.COI.Center @Aon.com INSURER(S)AFFORDING COVERAGE NAIC 8 INSURER A: Illinois National Insurance Co 23817 INSURED INSURER B: ADP TotalSource III,Inc. 10200 Sunset Drive INSURER C: Miami,FL 33173 ALTERNATE EMPLOYER INSURER D: American Water Chemicals,Inc INSURER E: 1802 Corporate Center Lane, Plant City,FL 33563 INSURER F: COVERAGES CERTIFICATE NUMBER: 465242 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYY) (MM/DD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ I GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ —I POLICY PROJECT LOC $ COMBINED AUTOMOBILE LIABILITY (Ea accident)c IGLE LIMIT $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS _AUTOS BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) $ $ UMBRELLA LIAB _OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC I RETENTION$ WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY Y I N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 2,000,000 A OFFICER/MEMBER EXCLUDED? -N/A WC 038087766 FL 7/1/2012 7/1/2013 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) All worksite employees working for the above named client company,paid under ADP TOTALSOURCE,INC.'s payroll,are covered under the above stated policy. The above named client is an alternate employer under this policy. COVERED UNDER THE ABOVE STATED POLICY-THE ABOVE NAMED CLIENT IS AN ALTERNATE EMPLOYER UNDER THIS POLICY RE:AGREEMENT#08-5098. CERTIFICATE HOLDER CANCELLATION COLLIER COUNTY GOVERNMENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE PURCHASING DEPARTMENT THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3301 TAMIAMI TRAIL EAST ACCORDANCE WITH THE POLICY PROVISIONS. NAPLES,FL 34112 AUTHORIZED REPRESENTATIVE ; On dia 'eetvice.6, tbte of crloticia ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD I LE ,d►COR° CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 08/29/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 727-447-6481 CONTACT NAME: Bouchard-Clearwater 727_449-1267 PHONE FAX 101 Starcrest Drive (A/C,No.Exti: (A/C,No): P 0 Box 6090 E-MAIL Clearwater,FL 33758-6090 ADDRESS: CUSDUMER AMERI36 Bouchard Insurance CUSTOMER ID#: INSURER(S)AFFORDING COVERAGE NAIC# INSURED American Engineering Services INSURER A:Amerisure Insurance Company 19488 Inc.DBA AES of California INSURER B;Colony Insurance Co 39993 American Water Chemicals,Inc. Rudy Canezo INSURER C: 1802 Corporate Center Lane INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE IN SR WVD POLICY NUMBER (MM/LDDY�) (MM/DDY�, LIMBS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 B X COMMERCIAL GENERAL LIABILITY X G24205320002 05/01/12 06/01/13 DAMAGE TO—RENTED 100,000 PREMISES(Ea occurrence) $ CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 X Prim/Non Contrib GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ 3,000,000 X POLICY PRO- LOC $ JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) A X ANY AUTO CA20091920701 05/01/12 05/01/13 BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE X HIRED AUTOS (Per accident) X NON-OWNED AUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 4,000,000 X EXCESS LIAB CLAIMS-MADE; AGGREGATE $ 4,000,000 B EXC3000775 06/01/12 05/01/13 $ X DEDUCTIBLE I RETENTION $ 2,500 $ WORKERS COMPENSATION I WC STATU- I OTH- AND EMPLOYERS'LIABWTY Y/N TORY LIMITS I ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NIA E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Pollution G24205320002 05/01/12 05/01/13 ,Gen Agg 3,000,000 I I Ea Loss 1,000,000 COLLIER COUNTY IS AN ADDITIONAL INSURED AS RESPECTSIGENERAL Schedule, IT IS required) IS AGREED BY ENDORSEMENT TO THE GENERAL LIABILITY POLICY THAT THIS POLICY SHALL NOT BE CANCELED BY THE INSURANCE CARRIER WITHOUT FIRST GIVING THIRTY (30)DAYS PRIOR WRITTEN NOTICE EXCEPT FOR NONPAYMENT OF PREMIUM OR IF THE FIRST NAMED INSURED ELECTS TO NON RENEW. CERTIFICATE HOLDER CANCELLATION COLLCOU SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE COLLIER COUNTY THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PURCHASING DEPT ACCORDANCE WITH THE POLICY PROVISIONS. 3327 TAMIAMI TRAIL EAST NAPLES,FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD 11F NOTEPAD AMERI36 PAGE 2 INSURED'S NAME American Engineering Services OP ID: GF DATE 08/29/12 11F MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: Odyssey Manufacturing Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment • 11F Purchasing Department C0e7" CoroUntY 3327 Tamiami Trail East Naples, Florida 34112 Adirkiistrative Serviozs Division Telephone: (239)252-5270 Purchasing FAX: (239)252-6549 Email: NicoleParker@colliergov.net www.collieroov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R"Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite F2 Industries Harcros Chemicals Key Chemical Lhoist North America DATE RECEIVED ../Odyssey Manufacturing Polydyne OCT 2 5 2012 Shannon Chemical Sulfuric Acid Trading Co Tanner Industries RISK MANAGEMENT Thatcher Chemical The Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any • - s, please contact me at t = above referenced information. I. _ 'erf orm, cep°P mert'B,i. —Approved By: f0 Z Manage- isk Finance Signature Date (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFormsandLetters/RiskMgmtReviewofl nsurance4/15/2010/16/09 AGREEMENT12-5845 liF for Countywide Chemicals THIS AGREEMENT, made and entered into on this 23 day of Od . 2012 by and between Odyssey Manufacturing Company, authorized to do business in the State of Florida, whose business address is 1484 Massaro Boulevard, Tampa, FL 33619 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on ( s. 23 zc c i, and terminating on ('ate _ 2-2 20( 3 The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 1 1 1F Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Odyssey Manufacturing Company 1484 Massaro Boulevard Tampa, FL 33619 Telephone: (813) 635-0339; Fax: (813) 630-2589 E-mail: Attention: Patrick Allman, General Manager All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing &General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 2 1 F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 3 11F B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 4 11F 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5 of 5 11F during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. * * * * * Page 6 of 6 11F IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTESTS `'s' " ..' ,; COLLIER COUNTY, FLORIDA Dwi; 4 E.'Brock,' )c.of Court 1 , , ' By: /111116.,:i _■_■.' _ ....4 A- .1 Date. 4 ,XT/, -- Fred W. Coyle, Chairman 40 (SAL) :'' i�; 1ttnt u iho lr e ;1pnatu«*e 10 F Odyssey Manufacturing Company Ven. . £ To _ B lfi� �� y' First Witnes Signature Apv.VAa L. L000 1'Type/print witness nameT 17kevAA 0 Uallurvi. i (-4A1 \1.t<CC,qwo, Mutt 01, 4er. Second Witness Typed signature and title .1 d J ( ,,,o,,„„ 0 1'Type/print witness nameT Approved as to form and legal sufficiency: • - ' ■./P. i.An- ssistant county Attorney ern Ill Wpin Print Name Page 7 of 7 Schedule A 1 1 F Bid Tabulation 12-5845 Countywide Chemicals Item Unit of Company Name Product Description Price Awardee Number Measure. 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company,Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary Schedule A 1 1 F Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 Cal-Hypo (100% Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100%Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary 11F •7 ® DATE(MMIDD/YYYY) A�° CERTIFICATE OF LIABILITY INSURANCE 9/24/2012 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BGLOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED RESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. — Ilvir'ORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Sonja Waters Stahl & Associates Insurance, Inc. IA/c°.$O.Extl: (727)391-9791 I(AIC.FAX Nol: (727)393-5623 110 Carillon Parkway E-MAIL sonja.waters @stahlinsurance.corn ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC 6 St. Petersburg FL 33716 iNsuRERA:Westchester Surplus Lines Ins 10172 INSURED INSURER B:AC@ Fire Underwriters Ins Co' 20702 Odyssey Manufacturing Co. INSuRERC:Zenith Insurance Company 13266 1484 Massaro Blvd INSURERD: INSURER E: Tampa FL 33619 INSURERF: COVERAGES CERTIFICATE NUMBER:CL1292115673 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER IMMIDDIYYYY) (MMIDDIYYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 50 000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ A CLAIMS-MADE X OCCUR 024092975004 10/1/2012 10/1/2013 MEDEXP(Anyoneperson) $ 5,000 PERSONAL&ACV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AGG $ 2,000,000 _ X POLICY JEC LOC $ UTOMOBILE Eaacccident SINGLE LIMIT $ 1,000,000 I _ X ANY AUTO BODILY INJURY(Per person) $ B ALL OWNED SCHEDULED H08450377 10/1/2012 10/1/2013 BODILY INJURY(Per accident) $ AUTOS AUTOS X y NON-OWNED (Per acEcident)DAMAGE $ HIRED AUTOS _ AUTOS $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ 5,000,000 A x EXCESS UAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION$ 024092987004 10/1/2012 10/1/2013 $ C WORKERS COMPENSATION TORY I TU- I I ER AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE NIA (Mandatory in NH) E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED7 2066828608 1/1/2012 1/1/2013 E.L DISEASE-EA EMPLOYEE $ 1,000,000 in If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A Pollution Liability 024092999004 10/1/2012 10/1/2013 Policy Aggregate Limit $1,000,000 Ded $10,000 Ea Poll Cond DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) Collier County is listed as additional insured with respects to General Liability subject to policy forms & conditions CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3301 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples, FL 34112 Kelly Petzold/WATERS 'e Pr `-e___--- ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025(201005).01 The ACORD name and logo are registered marks of ACORD I I IF MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: Odyssey Manufacturing Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment .. 1 1F R ia Purchasing Department 7 :Tr 3327 Tamiami Trail East . Naples, Florida 34112 Adrtnisirative Services Division Telephone:(239)252-5270 Purchasing; FAX: (239)252-6549 - Email: NicoleParker @colliergov.net www.colliergov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R "Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite F2 Industries Harcros Chemicals Key Chemical Lhoist North America DATE RECEIVED ../Odyssey Manufacturing Polydyne Shannon Chemical OCT 2 5 2012 Sulfuric Acid Trading Co Tanner Industries RISK MANAGEMENT Thatcher Chemical The Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any q -- .. s, please contact me at t above referenced information. I. /_ • •erform- me — 15-proved By: /O 1v /z_--- Manage isk Finance Signature Date (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFormsandLetters/RiskMgmtReviewofl nsurance4/15/2010/16/09 11F AGREEMENT 12-5845 for Countywide Chemicals THIS AGREEMENT, made and entered into on this £34lay of 0(4 . 2012 by and between Odyssey Manufacturing Company, authorized to do business in the State of Florida, whose business address is 1484 Massaro Boulevard, Tampa, FL 33619 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on (kt 23,2 (z, and terminating on Q 22,2c(3. The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 1 hF E. Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Odyssey Manufacturing Company 1484 Massaro Boulevard Tampa, FL 33619 Telephone: (813) 635-0339; Fax: (813) 630-2589 E-mail: Attention: Patrick Allman, General Manager All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing &General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 2 11F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 3 11F B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 4 iF 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5 of 5 11F during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. * * * * * Page 6 of 6 hF IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwi t t E. Brock, lerk of Court B _ �` I!( By `,`.J . _ , Co W.Fred rat-c�:• � �— Fre Coyle, Chairman Attest Ott&a » P $i Qn.et ',• ; Odyssey Manufacturing Company Vendor rip By: 7Or 1r '449g7 Firs fitness Signature /9/u/-1-(0,--V Lr Jv .o l'Type/print witness namel' 1LL 14. Mimon Second Witness Typed signature Seco Yp gature and title 6vC1i 9 LJ. \tIGmc 1'Type/print witness name Approved as to form and legal sufficiency: Item# It Assistant Co nty Att'orne Y Agenda r n Date /01- I!� Pint Name Date Recd tY Page 7 of 7 Schedule edule A l i F Bid Tabulation 12-5845 Countywide Chemicals Item U nit,of Number Company Name Product Description Price Awardee Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor . lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company,Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 . Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary I Schedule A 1 1 Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 - Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 .Cal-Hypo (100%Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100%Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary ® DATE hF0�)F a�° CERTIFICATE OF LIABILITY INSURANCE 9/24/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BFLOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED j RESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. Il..r'ORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT Sonja Waters Stahl & Associates Insurance, Inc. 1PH712O.No.NE Extl: (727)391-9791 FAX (A/C,Nol:(727)393-5623 110 Carillon Parkway ADDRESS:Sonja.waters@ stahlinsurance.com INSURER(S)AFFORDING COVERAGE NAIL# St. Petersburg FL 33716 INSURERA:Westchester Surplus Lines Ins 10172 INSURED INSURERB:ACe Fire Underwriters Ins Co 20702 Odyssey Manufacturing Co. INSURER C:Zenith Insurance Company 13266 1484 Massaro Blvd INSURERD: INSURER E: Tampa FL 33619 INSURER F: COVERAGES CERTIFICATE NUMBER:CL1292115673 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER IMMIDDIYYYYI IMM/DDIYYYY} GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 50 000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ A CLAIMS-MADE X OCCUR G24092975004 10/1/2012 10/1/2013 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 _ X POLICY JECOT LOC COMBINED SINGLE LIMIT $ UTOMOBILE LIABILITY (Ea accident) $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ B ALL OWNED — SCHEDULED H08450377 10/1/2012 10/1/2013 BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ X HIRED AUTOS X AUTOS (Per accident) UMBRELLA LIAR _ OCCUR EACH OCCURRENCE $ 5400,000 A X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED I RETENTION$ 624092987004 10/1/2012 10/1/2013 $ C WORKERS COMPENSATION TORY TAT 0TH- AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ 1,000,000 (Mandatory in H)EXCLUDED? 2066828608 1/1/2012 1/1/2013 EL DISEASE-EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A Pollution Liability 024092999004 10/1/2012 10/1/2013 Policy Aggregate Limit $1,000,000 Ded $10,000 Ea Poll Cond DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Bid #09-5170 Purchase & Deliver of Chemicals for Public Utilities Collier County is shown as additional insured for the General Liability Coverage. Waiver of subrogation applies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners Naples, , FL AUTHORIZED REPRESENTATIVE Kelly Petzold/WATERS -- - P �y ` ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025(201005).01 The ACORD name and logo are registered marks of ACORD lip MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: Harcros Chemical Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment Purchasing Department 1 1 f Co "7e' �� 3327 Tamiami Trail East Naples, Florida 34112 Administrative Services Division Telephone: (239)252-5270 Purchasing FAX: (239)252-6549 Email: NicoleParker0,colliergov.net www.colliergov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R "Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite F2 Industries VHarcros Chemicals Key Chemical DATE RECE1 VP) Lhoist North America Odyssey Manufacturing OCT 2 5 2012 Polydyne Shannon Chemical IS ilANAGEMENT Sulfuric Acid Trading Co Tanner Industries Thatcher Chemical The Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any • - . ,., please conta " at t 'above referenced information. Insur.=• -- -nd Performa. & Pay' e• :?`.s pproved By: nager R -k Finance Signature Date (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFo rmsa nd Letters/RiskMgmtReviewofl nsurance4/15/2010/16/09 1 F AGREEMENT 12-5845 for Countywide Chemicals THIS AGREEMENT, made and entered into on this D3"4(day of C)cA 2012 by and between Harcros Chemicals, Inc. authorized to do business in the State of Florida, whose business address is 5132 Trenton Street, Tampa, Florida 33619, hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples,hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on G 4- 2 2 a Z, and terminating on a f^ 27 2.o( _. The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 hF Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Harcros Chemicals, Inc. 5132 Trenton Street Tampa, FL 33619 Telephone: (813) 247-4531; Fax: (813) 247-7917 E-mail: gdelk @harcros.com Attention: Gary Delk,District Manager. All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing &General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 11F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 11F B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 11F 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5 of 10 F during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. * * * * * Page 6 of 10 11F IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwi• •t E. Brock, -rk of Court 4o ... e , 4 By:,,,.. .‘ Dated ' t•.I: D. (,?-- Fred W. Coyle, Chairman A tsgtE L Cho trio* 40 31gnatwie, v i r Harcros Chemicals, Inc. Vendor dii .i I By: / Dc_..67,...._, : L41_- First Witness y �. ignature TTy e/print witness nameT rA(14 DtIlLI-Distri a Mariago( wawa Second Witness Typed signature and title Carla ?Irdwa1 TType/print witness namet Approved as to form and legal sufficiency: (c4.4 G G County Attorney Item# ILL blbw Agenda v if) a 2 -.I /L, Date l Y/. Print Name Date t ) )i - c2 . I' ° Deputy Clerk Page 7 of 10 Schedule A I I F Bid Tabulation 12-5845 Countywide Chemicals Item Unit,of Company Name Product Description Price Awardee Number Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company,Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary Schedule A 11 F Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 Cal-Hypo (100%Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100% Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary hF ATE ACOR° 10/04 CERTIFICATE OF LIABILITY INSURANCE D /DD/YYYY) 10/04/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CA#OH64724 1-913-982-3650 CONTACT IMA, Inc. (NE Kansas Division) PHONE FAX (A/C.No,Extl; (A/C,No): 51 Corporate Woods EMAIL ADDRESS: 9393 W. 110th Street, Suite 600 Overland Park, KS 66210 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: CHARTIS SPECIALTY INS CO 26883 INSURED INSURERS: ZURICH AMER INS CO 16535 Harcros Chemicals, Inc. INSURER C: 5200 Speaker Road INSURERD: Kansas City, KS 66106-1048 INSURERS: INSURER F: COVERAGES CERTIFICATE NUMBER: 29540275 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR - POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER ,JMM/DD/YYYY) MMIDDIYYYYL LIMITS A GENERAL LIABILITY EG11525470 10/01/110/01/13 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $3 00,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 25,000 PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG_ $2,000,000 POLICY PRO X LOC $ JECT B AUTOMOBILE LIABILITY BAP930129211 10/01/12 10/01/13 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident $ AUTOS AUTOS ( ) — NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS ( Per accident) A UMBRELLA LIAB X OCCUR EGU12334755 10/01/12 10/01/13 EACH OCCURRENCE $ 25,000,000 _ X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 25,000,000 DED RETENTION$ $ B WORKERS COMPENSATION WC583332600 WC STATU- TORY LIABILITY 10/01/12 10/01/13 X TORY LIMITS ER Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE WC930129311 10/01/12 10/01/13 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? © N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT_$ 1,000,000 A Pollution Legal Liability EG11525470 10/01/12 10/01/13 Per Claim 1,000,000 A Additional Pollution Legal EG11525470 10/01/12 10/01/13 Additional Limit 1,000,000 Liability (Per Occurence) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space is required) RE: Contract #12-5845 "Countrywide Chemicals" Collier County Government is included as Additional Insured on the General Liability Policy if required by written contract or agreement subject to the policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Government THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Purchasing Department ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiama Trails East AUTHORIZED REPRESENTATIVE Naples, FL 34112 qA USA /"' ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD jatewart0921 29540275 IF Harcros Chemicals Inc 5200 Speaker Rd. P.O.Box 2930,66110-2930 H A R C R O S Kansas City,KS 66110-1048 Tel 913/321-3131 Fax 913/621-7718 www.harcros.com September 20, 2012 Collier County Government Purchasing Department 3327 Tamiama Trails E Naples,FL 34112 To Whom It May Concern: Please be advised that Gary Delk is hereby appointed, constituted and designated as agent and attorney-in-fact of the Corporation with full power and authority to act on behalf of this Corporation in all negotiations, bidding, concerns and transactions with the Collier County Government, Countywide Chemicals, or any of its agencies, departments, employees or agents. This includes the execution of all papers, documents, affidavits, bonds, sureties, contracts and acts and to receive and receipt thereof all purchase orders pertaining to the Solicitation# 12-5845 Countywide Chemicals Bid. Sincerely, Mark Loethen Vice President and CFO 1 1 F UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF HARCROS CHEMICALS INC. 05/21/2012 The undersigned, being all of the directors of Harcros Chemicals Inc., a Kansas Corporation (the "Corporation"), unanimously adopted at a duly called and held meeting of the Board of Directors at which a quorum was present and acting throughout: RESOLVED that each of the persons be, and he hereby is, elected to the offices set opposite his name, to serve at the pleasure of the board of directors until the next annual election of officers by the board of directors or until his successor shall have been elected and qualified: NAME OFFICE Kevin G. Mimer President and Chief Executive Officer Mark A. Loethen Vice President and Chief Financial Officer, Treasurer Peter P. Radford Vice President Manufacturing, Secretary Peter J. Savage Chairman RESOLVED that any one of the above named individuals is hereby authorized on behalf of this Corporation to execute, or to delegate the execution of, any and all contracts for the sale and supply of goods, wares and merchandise or the providing of services by the Corporation, such execution and delivery to evidence conclusively the approval thereof by the Board of Directors. /i67 Peter J. Savage, Chairman Kevin . Mimer Peter P. Radford Mark A. Loethen 11F MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: Sulfuric Acid Trading Company Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment Purchasing Department 1 IF 7 '' Covarty 3327 Tamiami Trail East Naples, Florida 34112 Adrr�iraistrathie Service Asian Telephone: (239)252-5270 Purchasing FAX: (239)252-6549 Email: NicoleParkeracolliergov.net www.colliergov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R "Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite F2 Industries Harcros Chemicals DATE RECEIVED Key Chemical Lhoist North America OCT 2 5 2012 Odyssey Manufacturing Polydyne RISK HAAGEMEN1 Shannon Chemical ,/tulfuric Acid Trading Co Tanner Industries Thatcher Chemical The Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any,..- io,s, please contact me at the abov- eferenced information. Insur- 'ce .-• Perfor/e Pay ent •r proved By: 4 Manag= Risk Finance Signature Date (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFormsandLetters/RiskMgmtReviewofl nsurance4/15/2010/16/09 11F AGREEMENT12-5845 for Countywide Chemicals THIS AGREEMENT, made and entered into on this ,23(r--(day of Oc{-_ 2012 by and between Sulphuric Acid Trading Company, Inc., authorized to do business in the State of Florida, whose business address is 3710 Corporex Park Drive, Suite 105, Tampa, FL 33619 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on (k-f2-3, ( , and terminating on (Jc( zai 2_0(3 The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 hF Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Sulphuric Acid Trading Company, Inc. 3710 Corporex Park Drive, Suite 205 Tampa, FL 33619 Telephone: (813) 225-2000; Fax: (813) 225-1001 E-mail: pbaker @satcoinc.net Attention: James C. Wilson, General Manager All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 11F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 11F B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 F 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5 of 10 11F during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. Page 6 of 10 11F IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dw'•ht E. Broc. Clerk of Cour B . d" I By: `/ e. -d: 11 ,.., a-- Fred W. Coyle, Chairman A iS prs+r,ld. P =4lanatWS Sulphuric Acid Trading Company, Inc. Vendor �_L obt _ By: \( 0.-41C- ,...(iCA.A7- First Witness Signature l'Typ /print wi ess na et CZ Paula Baker, Interim General Manager �1-, Second Witness Typed signature and title ,--57, 5�-0 r�Jr, -)ey tType/print witness namet Approved as to form and legal sufficiency: 8111/je -efjA/n J) Assistant t unty Attorney I Item# ((c icy Q . Pep► n Agenda Pr nt Name Date Id Recd Date t ) .-1( o2 . av■. Deputy Clerk Page 7 of 10 — Schedule A 1 1 F Bid Tabulation 12-5845 Countywide Chemicals item Unit.of Company Name Product Description Price Awardee Number Measure Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50% Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company, Inc. 12 Key Chemical W-12 Sulfuric Acid lbs 50.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary Schedule A 1 1 F Bid Tabu lation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20. Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 Cal-Hypo (100% Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo(100% Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary 11F ACOREI CERTIFICATE OF LIABILITY INSURANCE DATE(MMDDIYYYY) 10/24(2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA,Inc. NAME: 1166 Avenue of the Americas tA/CC.NNo.EMU: FAX Not: New York,NY 10036 EMAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# 000000-SATCO-ACORD-12-13 INSURER A:Starr Indemnity&Liability Company 38318 INSURED INSURER B:Mitsui Sumitomo Insurance Group 00026 Sulphuric Acid Trading Company,Inc. 3710 Corporex Park Drive INSURER C:Illinois Union Insurance Co 27960 Suite 205 INSURER D: Tampa,FL 33619 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-005779499-22 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LIMITS LTR INSR NND POLICY NUMBER (MM/DDIYYYY) IMMIDD/YYYY} A GENERAL LIABILITY MASILNY000050.12 10/10/2012 10/10/2013 EACH OCCURRENCE S 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED 50,000 PREMISES(Ea occurrence) s CLAIMS-MADE X OCCUR MED E (My one person)_ S 5,000 XP PERSONAL&ADV INJURY _ S 1,000,000 GENERAL AGGREGATE s 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG S - 1.000,000 POLICY PRO-JECT LOC S —� B AUTOMOBILE UABIUTY BVR8302070 10/10/2012 10/10/2013 COMBINED SINGLE LIMIT 1,000,000 (Ea accident) s X ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS AUTOS _ NON-OWNED PROPERTY DAMAGE -S HIRED AUTOS —AUTOS (Per accident) $ UMBRELLA UAB _OCCUR EACH OCCURRENCE EXCESS UAB CLAIMS-MADE AGGREGATE S DED RETENTIONS S WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y I N _TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S C POLLUTION LIABILITY GPIG24883930004 10/10/2012 10/10/2013 Each Occurrence $1,000,000 SIR:$100000 Aggregate $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Re:For any and all work performed on behalf of Collier County Certificate holder is added as an Additional Assured,as required by contract and this status is only as respects the negligence of the Named Insured. Auto policy shown as evidence of coverage only. CERTIFICATE HOLDER CANCELLATION Collier County Board of SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3327 Tamiami Trail East ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. i Stan Schiff ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD 1 1 F Certificate of Insurance THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON YOU THE CERTIFIC?rE HOLDER.THIS CERTIFICATE IS NOT AN INSURANCE POLICY AND DOES NOT AMEND,EXTEND,OR ALTER THE COVERAGE AFFORDED BY THE POLICIES LISTED BELOW.POLICY LIMITS ARE NO LESS THAN THOSE LISTED,ALTHOUGH POLICIES MAY INCLUDE ADDITIONAL SUBLIMIT/LIMITS NOT LISTED BELOW. This is to Certify that Landrum Human Resource Companies, Inc., Etal NAME AND `k■/ Libei1 6723 Plantation Road . ADDRESS OF INSURED Pensacola FL 32504-0698 rfr l\"Iiitiia,l® l is,at the issue date of this certificate,insured by the Company under the policy(ies)listed below. The insurance afforded by the listed policy(ies)is subject to all their terms,exclusions and Conditions and is not altered by any requirement,term or condition of any contract or other document with respect to which this certificate may be issued. EXP DATE TYPE OF POLICY ❑ NUOUS POLICY NUMBER LIMIT OF LIABILITY EXTE ❑EXTENDED ❑POLICY TERM WORKERS WA2-65D-428303-062 COVERAGE AFFORDED UNDER WC EMPLOYERS LIABILITY 1/1/2013 LAW OF THE FOLLOWING STATES: COMPENSATION WC2-651-428303-132 AL,AR,AZ,CA,CO,CT,FL,GA,ID, Bodily Injury by Accident IL,IN,KY,LA,MA,MD,ME,MI,MO, 1,000,000 axehAccidw MS,NC,NH,NJ,NV,NY,OK,PA, Bodily Injury By Disease SC,TN,TX,VA,WI $1,000,000 policy Limn Bodily Injury By Disease $1,000,000 Each Person COMMERCIAL General Aggregate GENERAL LIABILITY ❑OCCURRENCE Products/Completed Operations Aggregate ❑CLAIMS MADE Each Occurrence RETRO DATE Personal&Advertising Injury Per Person/Organization Other Other AUTOMOBILE Each Accident—Single Limit LIABILITY B.I.And P.D.Combined Each Person ❑OWNED ❑NON-OWNED Each Accident or Occurrence ❑HIRED Each Accident or Occurrence OTHER ADDITIONAL COMMENTS •If the certificate expiration daze is continuous or extended term,you will be notified if coverage is terminated or reduced before the certificate expiration date. Liberty Mutual NOTICE OF CANCELLATION:(NOT APPLICABLE UNLESS A NUMBER OF DAYS IS ENTERED BELOW.) Insurance Group BEFORE THE STATED EXPIRATION DATE THE COMPANY WILL NOT CAtICEL OR REDUCE THE INSURANCE AFFORDED UNDER THE ABOVE POLICIES UNTIL AT LEAST 30 DAYS NOTICE OF SUCH CANCELLATION HAS BEEN MAILED TO: 1ollier County Board of County Commissioners _ a Madden Tampa/0555 AUTHORIZED REPRESENTATIVE 3901 Premier North Drive 3327 Tamiami Trail East Tampa FL 33618 813-264-6588 9/26/2012 �aples FL 34112 OFFICE PHONE DATE ISSUED This certificate is executed by LIBERTY MUTUAL INSURANCE GROUP as respects such insurance as is afforded by those Companies NM 772 07-10 LDI COI 268896 02 11 11F C}ERTIFlcATE ATTACHMENT _ NAMED INSURED DATE CERTIFICATE PRINTED 9/26/2012 Workers Compensation coverage for Employees leased to but not subcontractors of Sulphuric Acid Trading Company, Inc. Create-d at www eIr"ertsONL(NE som s Q�, , IV A7'2(r20Q2j MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: Shannon Chemical Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment ticao Purchasing Department 1 11: • CO I f(�t 3327 Tamiami Trail East Naples, Florida 34112 Administrative Services Division Telephone: (239)252-5270 Purchasing FAX: (239)252-6549 Email:NicoleParkerra,coliiergov.net www.colliergov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R "Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite F2 Industries Harcros Chemicals Key Chemical Lhoist North America Odyssey Manufacturing DATE RECET ' Polydyne ✓Shannon Chemical OCT 2 5 2012 Sulfuric Acid Trading Co Tanner Industries RISK UANAGEMEN.S Thatcher Chemical The Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have an : - ons, please contact me at the above referenced information. • -- - • "error ' _n e & P ym t nds Approved By: id ZS /2.._ Manager 'isk Finance Signature Date (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFo rmsa nd Letters/RiskMgmtReviewofl n su rance4/15/2010/16/09 AGREEMENT12-5845 1 IF for Countywide Chemicals THIS AGREEMENT, made and entered into on this 23 ` day of Oc 2012 by and between Shannon Chemical Corporation, authorized to do business in the State of Florida, whose business address is PO Box 376, Malvern, PA 19355 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on Opt z3�z cZ , and terminating on Cc:{ .22, 20 13 . The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 hF Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Shannon Chemical Corporation PO Box 376 Malvern, PA 19355 Telephone: (610) 363-9090; Fax: (610) 524-6050 E-mail: dcflynn©shannonchem.com Attention: Daniel C. Flynn, Vice President Operations All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing DeparLment 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 hF 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 hF B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 11F 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5ofl0 during negotiations to County for approval. Failing resolution, and prior to h it F commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. * * * * * Page 6 of 10 11F IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwig t E. Brock,C erk of Courts n Aot 's.; . I .6) , (U.0 By 1 , Date. IA 2- Z.. Fred W. Coyle, Chairman 4 tgnat.u, . Shannon Chemical Corporation Vendor L(Lax By: )11/1/ First Witness Signature Ann Arrell TType/print witness namel' \PIAIrm b " :JruC Daniel C. Flynn, President Second Witness Typed signature and title Kimberly D'Ambrosio tType/print witness nameT Approved as to form and legal sufficiency: 61NLQL1Per Assistant C my Aftorney Item# t I c R. l'cpt o eda 101a3' Print Name Date Recd )0.1 i l a` a Deputy Clerk Page 7 of 10 Schedule A 11F Bid Tabulation 12-5845 Countywide Chemicals Item Company Name Product Description Unit of Price Awardee Number . Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company, Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary Schedule A 1 IF Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 - Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 .Cal-Hypo (100%Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100% Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary hF ACC)R° DATE(MM/DDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 9/6/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Erin Elliott NAME: ECBM LP PH NNo.Est): (610)668-7100 FAX No):(610)667-2208 300 Conshohocken State Rd ADDRESS:eelliott @ecbm.com Suite 405 PRODUCER Q CUSTOMER ID#- 0000579 West Conshohocken PA 19428 INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A:Ironshore Specialty Insurance 25445 INSURER B:Praetorian Insurance Co./Deep 37257 Shannon Chemical Corp INSURER C:American Interstate Ins. Co, 31895 602 Jeffers Circle,ste 116 INSURERD: INSURER E: Exton PA 19341 INSURER F: COVERAGES CERTIFICATE NUMBER:CL126113585 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP W LIMITS LTR INSR VD POLICY NUMBER (MM/DD/YYYY) (MMIDDIYYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 500,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ A CLAIMS-MADE X OCCUR X 001377900 6/1/2012 6/1/2013 MED EXP(Any one person) $ 25,000 PERSONAL BADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 7 POLICY PRO- JECT X LOC POLLUTION $ $1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ B ALLOWNEDAUTOS PICIS0001262 6/1/2012 6/1/2013 BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE HIRED AUTOS (Per accident) NON-OWNED AUTOS $ X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 DEDUCTIBLE $ - A RETENTION $ X 001378000 6/1/2012 6/1/2013 $ c WORKERS COMPENSATION AVWCPA2118162012 (PA) 6/1/2012 6/1/2013 x WCSTATU- 0TH- AND EMPLOYERS'LIABILITY TORY LIMITS FR YIN ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A Pollution Legal Liability 001377900 6/1/2012 6/1/2013 Each Occurrence $1,000,000 Deductible Varies $10,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Collier County is included as additional insured on the General Liability per Form # IE.COV.EPIC.001 04/11 (attached) and Umbrella policies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County ACCORDANCE WITH THE POLICY PROVISIONS. Purchasing Dept. 3327 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples, FL 34112-4901 Joyce Shefsky/ELLERI ACORD 25(2009/09) ©1988-2009 ACORD CORPORATION. All rights reserved. INS025(looms) The ACORD name and logo are registered marks of ACORD lip SECTION II—WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds,but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business.Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your executive officers and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust,you are an insured.Your trustees are also insureds, but only with respect to their duties as trustees. 2. Any subsidiary,associated,affiliated,allied or limited liability company or corporation,including subsidiaries thereof,of which you have more than 50% ownership interest at the effective date of the policy period qualify as a Named Insured. 3. Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier; b. Coverage under this policy does not apply to bodily injury, property damage or environmental damage that occurred before you acquired or formed the organization; c. Coverage under this policy does not apply to personal and advertising injury arising out of an offense committed before you acquired or formed the organization;and d. Coverage under this policy does not apply to damages arising out of any act, error or omission or professional incident that took place before you acquired or formed the organization. 4. Each of the following is also an insured: a. Your volunteer workers only while performing duties related to the conduct of your business, or your employees, other than either your executive officers (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these employees or volunteer workers are insureds for: (1) Bodily Injury or personal and advertising injury: (a) To you,to your partners or members(if you are a partnership or joint venture)or to your members(if you are a limited liability company); (b) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs(1)(a)above;or (c) Arising out of the providing or failure to provide professional health care services except incidental health care services provided by any physician, dentist, nurse, emergency medical technician or paramedic who is employed by you to provide such services and provided you are not engaged in the business of providing such services. (2) Property damage or environmental damage to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by IE.COV.EPIC.001(04/11) Includes copyrighted material of Insurance Services Offices,Inc.with its permission. Page 26 of 42 I 1 C you, any of your employees, volunteer workers, any partner or member (if you are a partnership or joint venture), or any member(if you are a limited liability company). b. Any person (other than your employee), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only with respect to liability arising out of the maintenance or use of that property and until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy. e. Any person or organization with whom you agree to include as an insured in a written contract,written agreement or permit, but only with respect to bodily injury, property damage, environmental damage or personal and advertising injury arising out of your operations, your work, equipment or premises leased or rented by you, or your products which are distributed or sold in the regular course of a vendor's business, however: (1) -A vendor is not an insured as respects bodily injury, property damage, environmental damage or personal and advertising injury: (a) For which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement except that which the vendor would have in the absence of the contract or agreement; (b) Arising out of any express warranty unauthorized by you; (c) Arising out of any physical or chemical change in the product made intentionally by the vendor; (d) Arising out of repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from you, and then repackaged in the original container; (e) Arising out of any failure to make inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Arising out of demonstration, installation servicing or repair operations, except such operations performed at the vendor's location in connection with the sale of the product;or (g) Arising out of products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. (2) A manager or lessor of premises, a lessor of leased equipment,or a mortgagee, assignee, or receiver is not an insured as respects bodily injury, property damage, environmental damage or personal and advertising injury: (a) Arising out of any occurrence that takes place after the equipment lease expires or you cease to be a tenant;or (b) Arising out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor of premises,or mortgagee,assignee,or receiver. f. Any person or organization that has at least a 50%controlling interest in you but only with respect to bodily injury, property damage, environmental damage or personal and advertising injury arising out of their financial control of you. SECTION III—LIMITS OF INSURANCE AND DEDUCTIBLE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or suits brought; c. Persons or organizations making claims or bringing suits; d. Pollution incidents; IE.COV.EPIC.001(04/11) Includes copyrighted material of Insurance Services Offices,Inc.with its permission. Page 27 of 42 Sip MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: Davis Supply Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment 11F Purchasing Department tilt 3327 Tamiami Trail East Naples, Florida 34112 Acirinistathe Services Division Telephone: (239)252-5270 Purchasing FAX (239)252-6549 Email: NicoleParker @colliergov.net www.colliergov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R"Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite F2 Industries Harcros Chemicals Key Chemical DATE RECEIVE) Lhoist North America Odyssey Manufacturing OCT 2 5 2012 Polydyne Shannon Chemical Sulfuric Acid Trading Co RISK MANAGEHL. Tanner Industries Thatcher Chemical The Dumont Co Allied Universal 1.--ISavis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • if the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • if the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any u-.stions, please contact me at the above referenced information. ;v ce and Perfo,uFGc�"& r-ym-nt B••s •pproved By: jjr! li/1//L _•-ger Risk Finance Signature Date (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFo rmsand Lette rs/RiskMgmtReviewofl nsurance4/15/2010/16/09 1 F AGREEMENT 12-5845R for Countywide Chemicals THIS AGREEMENT, made and entered into on this ? day of Od 2012 by and between Davis Supply, Inc. authorized to do business in the State of Florida, whose business address is 2269 Palm Avenue, Fort Myers, FL 33916 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on Oct 2-3,2.0(2_, and terminating on C a2 20(3 . The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845R and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 11F Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Davis Supply, Inc. 2269 Palm Avenue Fort Myers, FL 33916 Telephone: (561) 744-1557; Fax: (561) 746-5898 E-mail: Attention: James H. Davis, President All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 iF 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 B. Business Auto Liability_ Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 11F 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845R Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5 of 10 . 1F during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. Page 6 of 10 F IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwight E. Brock, Clerk of Courts ;41 By: �►.. Da es + r Fred W. Coyle, Chairman 4 01%44'43 Davis Supply, Inc. Vendor 62114-, ,41A)-(4 By: c2e*.41v.. (-91e First Witness Signature `lc/ r 6 L.-. a t v: s, 3 r�-f .r y rre4,6 cu-e TType/print witness name r-' DAV, 5 Pr5,I P Second Witness Typed signature and title r;c: L . A c d, 6_ye,ra,4-c 144n eT tType/print witness narneT Approved as to form and legal sufficiency: Assista nt oun ' ttorne item# � Y nn Agenda 10 Ern y K Pe pi I(1 Date Print Name Date Rec'd l6PC Page 7 of 10 Deputy Clerk Schedule A 1 1F Bid Tabulation 12-5845 Countywide Chemicals item Unit of Number Company Name Product Description Price Awardee Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne. W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company, Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary_ 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary 1 1F Schedule A Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 - Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 Cal-Hypo (100% Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100% Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary 11F Date CERTIFICATE OF LIABILITY INSURANCE I 1/4/2012 Producer: Lion Insurance Company This Certificate is issued as a matter of information only and confers no rights 2739 U.S. Highway 19 N. upon the Certificate Holder. This Certificate does not amend,extend or alter Holiday, FL 34691 the coverage afforded by the policies below. (727) 938-5562 Insurers Affording Coverage NAIC# Insured: South East Personnel Leasing, Inc. & Subsidiaries Insurer A: Lion Insurance Company 11075 2739 U.S. Highway 19 N. Insurer B: — Holiday, FL 34691 Insurer C: Insurer D: Insurer E: Coverages The policies of insurance listed below have been issued to the insured named above for the policy penod indicated.Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate may be issued or may pertain,the insurance afforded by the policies described herein is subject to all the terms,exclusions,and conditions of such policies.Aggregate limits shown may have been reduced by paid claims. INSR ADDL Policy Effective Policy Expiration Date LTR INSRD Type of Insurance Policy Number Date Limits (MM/DD/YY) (MM/DD/YY) GENERAL LIABILITY Each Occurrence $ Commercial General Liability Damage to rented premises(EA Claims Made ❑ Occur occurrence) $ Med EAo $ General aggregate limit applies per: Personal Adv Injury $ Policy ❑Project ❑ LOC General Aggregate $ Products-Comp/Op Agg $ AUTOMOBILE LIABILITY Combined Single Limit Any Auto (EA Accident) $ All Owned Autos Bodily Injury Scheduled Autos (Per Person) $ Hired Autos Bodily Injury ■ Non-Owned Autos (Per Accident) $ ■ Property Damage ■ (Per Accident) $ EXCESS/UMBRELLA LIABILITY Each Occurrence Occur ❑Claims Made Aggregate Deductible A Workers Compensation and WC 71949 01/01/2012 01/01/2013 x I WC Statu- I I OTH- Employers'Liability tory Limits ER Any proprietor/partner/executive officer/member E.L.Each Accident $1,000,000 excluded? E.L.Disease-Ea Employee $1,000,000 If Yes,describe under special provisions below. E.L.Disease-Policy Limits $1,000,000 Other Lion Insurance Company is A.M.Best Company rated A-(Excellent). AMB#12616 Descriptions of Operations/LocationsNehicles/Exclusions added by Endorsement/Special Provisions: Client ID: 84-65-641 Coverage only applies to active employee(s)of South East Employee Leasing Services,Inc.that are leased to the following"Client Company": Davis Supply,Inc. Coverage only applies to injuries incurred by South East Personnel Leasing,Inc.&Subsidiaries active employee(s) ,while working in Florida. Coverage does not apply to statutory employee(s)or independent contractor(s)of the Client Company or any other entity. A list of the active employee(s)leased to the Client Company can be obtained by faxing a request to(727)937-2138 or by calling(727)938-5562. Project Name: ISSUE 01-04-12(SS) Be inO Date:12/26/2011 CERTIFICATE HOLDER CANCELLATION �� ' COLLIER COUNTY BOCC Should any of the above described policies be cancelled before the expiration date thereof,the issuing insurer will endeavor to mail 30 days written notice to the certificate holder named to the left,but failure to do so shall impose no PURCHASING DEPARTMENT obligation or liability of any kind upon the insurer,its agents or representatives. 3327 TAMIAMI TRAIL NAPLES, FL 34112 ACORQM CERTIFICATE OF LIABILITY INSURANCE DAT�/D1YYF 10/24/2011 PRODUCER (305)822-7800 FAX (305)558-4294 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Coll insworth, Alter, Fowl er & French LLC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 8000 Governors Square Blvd HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Suite 301 Miami Lakes, FL 33016 INSURERS AFFORDING COVERAGE NAIC# INSURED Davis Supply, Inc. INSURER A: Star Insurance Co PO Box 60095 INSURER B: Frank Winston Crum Insurance Ft. Myers, FL 33906-6095 INSURER C: INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L TYPE OF INSURANCE POLICY NUMBER POLIO EFFDDnVE POLICY fM EXPIRATION LIMITS LTR INSRO GENERAL LIABILITY GL0320165 11/15/2011 11/15/2012 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 100,000 PRFMISFS(Fe nrrurenne) CLAIMS MADE X OCCUR MED EXP(Any one person) $ 10,000 A PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 7 POLICY n jEOT n LOC AUTOMOBILE LIABILITY CA0320165 11/15/2011 11/15/2012 COMBINED SINGLE LIMIT X ANY AUTO (Ea accident) $ 1,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ A X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per accident) $ X Pollution PROPERTY DAMAGE $ X MCS-90 (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY UM0320165 11/15/2011 11/15/2012 EACH OCCURRENCE $ 2,000,000 —1 OCCUR CLAIMS MADE AGGREGATE $ 2,000,000 A $ DEDUCTIBLE FOLLOW FORM $ X RETENTION $ 10,000 $ WORKERS COMPENSATION AND WGC1000023 12/26/2010 12/26/2011 X TORY LIMITS I I°ER EMPLOYERS'LIABILITY E.L.EACH ACCIDENT $ 1,000,000 B ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS Certificate holder is named additional insured, if required by written contract, as respects Commercial General Liability. *10 Day Notice of Cancellation will apply for nonpayment CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL Collier County BOCC 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Purchasing Dept BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY 3327 Tami ami Trail E OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. Naples, FL 34112 AUTHORIZED REPRESENTATIVE Jj j� Mel Wiesel/ROSIEH "'{1/ — ACORD 25(2001/08) ©ACORD CORPORATION 1988 j. L/12O iz MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: Tanner Industries Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment Purchasing Department artment 1 F Co Ter County 3327 Tamiami Trail East Naples, Florida 34112 Adninistralive Services Division Telephone: (239)252-5270 Purchasing FAX: (239)252-6549 Email: NicoleParker(a colliergov.net www.collieroov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R"Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite F2 Industries Harcros Chemicals Key Chemical DATE RECEIVED Lhoist North America Odyssey Manufacturing OCT 2 5 2Al2 Polydyne Shannon Chemical RISK mANAGEigr,,) Sulfuric Acid Trading Co A'anner Industries Thatcher Chemical The Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any questions, please contact me - he above referenced information. Insur-nce a• • Perf• & '_ •., •nds Approved By: anal! iskkFinance Signature Date (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/Aga ntFo rmsa ndLetters/RiskMgmtReviewofi ns u ra nce4/15/2010/16/09 hF AGREEMENT12-5845 for Countywide Chemicals THIS AGREEMENT, made and entered into on this a3' day of cd-. 2012 by and between Tanner Industries, Inc., authorized to do business in the State of Florida, whose business address is 735 Davisville Road, Southhampton, PA 18966 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on f 2_3,20(2_, and terminating on Ce-f 1 2__C 13 . The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 11F . Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Tanner Industries, Inc. 735 Davisville Road Southampton, PA 18966 Telephone: (215) 322-1238; Fax: (215) 322-7791 E-mail: sales @tannerinc.com Attention: Frank Madden, Sales Supervisor All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 1 F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3of10 hF B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 hF 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, REP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5 of 10 hF during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. * * * * Page 6 of 10 hF IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwight E. Brock, Clerk of Courts B By: Dated: 1 1 < Z�� Fred W. Coyle, Chairman Attest it i t i geaS.ure ►c. Tanner Industries, Inc. Vendor By: First Witness Signature fSCE anwa TT YP /P e print witness nan(et (LA ! %rc.,k 1`? d.e�, sc, 1,e_5 r Secon itness Typed signature and title it'c 7DitttfiED l'Type/print witness namet Approved as to form and legal sufficiency: Assistant Co ty Attorney it # Ernflo Agenda l y I�. 'l n Date 2.11W2_ Print Name � � � RecdDate Deputy Clerk Page 7 of 10 Schedule A 1 1 F Bid Tabulation 12-5845 Countywide Chemicals Item Company Name Product Description Unit of Price Awardee Number Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company, Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary • Schedule A 11E Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 Cal-Hypo (100%Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100%Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary 11F ,�..., TANNIND-01 MCCO DATE(MM/DD/YYYY) 4 RL CERTIFICATE OF LIABILITY INSURANCE 9/14/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER (215)567-6300 NAME:CT John D. Kurtz The Graham Company (PV"c°Nr o,E tt);215-701-5237 FAx The Graham Building E-MAIL (A/c,No): 215-525-0241 1 Penn Square West ADDRESS:Kurtz_UNIT @grahamco.com Philadelphia,PA 19102 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:National Union Fire Ins. Co. of Pittsburgh, P119445 INSURED Tanner Industries, Inc. INSURER a:Commerce&Industry Insurance Company 19410 735 Davisville Road,Third Floor INSURER C: Southampton, PA 18966- INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER (MM//DD//YYYY) (MM/DD//YYYY) LIMITS LTR INSR WVD GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY 6576460 6/1/2012 6/1/2013 DAMAGE TO RENTED PREMISES(Ea occurrence) $ 300,000 X CLAIMS-MADE OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 7 POLICY PELT X LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ A X ANY.AUTO 5775820 6/1/2012 6/1/2013 BODILY INJURY(Per person) $— — ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS _ AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) Comp.&Collision: $ 5,00d X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB X CLAIMS-MADE 8765907 6/1/2012 6/1/2013 AGGREGATE $ 5,000,000 DED RETENTION$ $ SEE BELOW WORKERS COMPENSATION X TWOC TLMU 0EH- AND EMPLOYERS'LIABILITY Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE 025889929 6/1/2012 6/1/2013 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 B Pollution Coverage PLS12031329 6/1/2012 6/1/2015 Ea Loss/Agg: $10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS 1 VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Umbrella Policy-Limits shown may be lower than the total limits provided Collier County Government is added as an Additional Insured on the above General Liability Policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Government ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail East Naples, FL 34112- AUTHORIZED REPRESENTATIVE ...e.:. ... ..„,r.,.... .,„ :0.- .----- . 7 .=6;;; ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD .1F MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: Allied Universal Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment AGREEMENT 12-5845R 11F for Countywide Chemicals THIS AGREEMENT, made and entered into on this ?3r4 day of 04. 2012 by and between Allied Universal Corporation, Inc. authorized to do business in the State of Florida, whose business address is 3901 NW 115th Avenue, Miami, FL 33178 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on , and terminating on &4 - a12c3c3 . The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845R and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 11F Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Allied Universal Corporation 3901 NW 115th Avenue Miami, FL 33178 Telephone: (305) 888-2623; Fax: (305) 463-8369 E-mail: Attention: Catherine Guillarmod, Executive Administrator All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing &General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 11F B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4of10 11F 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845R Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5of10 hF during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. * * * * * Page 6of10 HF IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwight F. ro ck, Clerk of Courts CCU'Llt-ekt_ck._ yT fi Dated [3-414 , Fred W. Coyle, Chairman ( LI�l = �- A tesT si to fw 10 iiiattre • Allied Universal Corporation Vendor By: , Firsts ess Sign to e TType/ .rint w' ess namet Catherine Guillarmod joi / Executive Administrator Secon. ' itness Typed signature and title liad.eirou %Pd TType/print witness name Approved as to form and legal sufficiency: ebtSt1/4-RDA.31-- Assistant C r nty Atrney Item# Agenda 1±03.10._ E, 1 l I R• P-e.rJ► Date Print Name Date kec' Depu Clerk Page 7 of 10 Schedule A 11 F Bid Tabulation 12-5845 Countywide Chemicals Item Unit of Company Name Product Description Price Awardee Number Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc._ 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50% Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company,Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary Schedule A 1 1 F Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 1 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 - Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 .Cal-Hypo (100%Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100% Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary it 1 F _____.., ACS® DAT 08/23/2012( DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to m the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the w certificate holder in lieu of such endorsement(s). m PRODUCER CONTACT '0 NAME: Aon Risk Services, Inc of Florida PHONE (866) 283-7122 I FAX (847) 953-5390 m 1001 Bri ckel l Bay Drive (AIC.No.EXt): (A/C.No.): 'o Suite 1100 E-MAIL O Miami FL 33131 USA ADDRESS: I INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Commerce & Industry Ins Co 19410 Allied Universal Corp. INSURER B: National Union Fire Ins Co of Pittsburgh 19445 3901 Nw 115th Avenue Miami FL 33178-1859 USA INSURER c: Chartis Specialty Insurance Company 26883 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:570047322698 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MMIDDIYYM f MMIDD/YYYY) LIMITS B GENERAL LIABILITY GL0936147 U8/31/1012 u8/31/2013 EACH OCCURRENCE $1,000,000 DAMAGETO RENTED $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) X CLAIMS-MADE ❑OCCUR MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 rn GENERAL AGGREGATE $2,000,000 m N GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGO $2,000,000 0 7 POLICY I�I PRO- I X I LOC JECT I r B AUTOMOBILE LIABILITY CA 0935918 08/31/2012 08/31/2013 COMBINED SINGLE LIMIT $2,000,000 000,000 u.)(Ea accident) .. X ANY AUTO BODILY INJURY(Per person) o z ALL OWNED —SCHEDULED BODILY INJURY(Per accident) 01 AUTOS _ AUTOS 0:1 NON-OWNED PROPERTY DAMAGE V HIRED AUTOS _AUTOS (Per accident) w X Comp/Coll Ded$1,01 t: Cl C X UMBRELLA LIAB OCCUR 8860812 08/31/2012 08/31/2013 EACH OCCURRENCE $15,000,000 V EXCESS LIAB X CLAIMS-MADE AGGREGATE $15,000,000 DED I RETENTION A WORKERS COMPENSATION AND WC001591797 01/01/2012 01/01/2013 X I TORY LIMITS ER" EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? 17.1. N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S1,000,000 If yes,describe under E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below C Poll Legal Liab PLC11787459 08/31/2012 08/31/2013 Aggregate $40,000,000= Deductible $50,000= Occurrence $20,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Scheduled more space is required) .:=.. RE: Contract 09-5170. Collier County is included as an Additional Insured with respect to the General Liability policy. aar— CERTIFICATE HOLDER CANCELLATION 0 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THEE POLICY PROVISIONS. si..d a•.• Collier County AUTHORIZED REPRESENTATIVE F+ 3301 Tamiami Trail East 0 Naples FL 34112 USA t SZ1k Lg 9_ iiv w ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD F MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: Thatcher Chemical Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment Purchasing Department "xs CO Ter COWItY 3327 Tamiami Trail East 1 1 F Naples, Florida 34112 Administrative Services Division Telephoner(239)252-5270 Puithasing FAX: (239)252-6549 Email: NicoleParkera(�,colliergov.net www.colliergov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R "Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite RFrt,7!VPD F2 Industries Harcros Chemicals Key Chemical OCT 2 6 2912 Lhoist North America Odyssey Manufacturing RISK MANAGEMEN' Polydyne Shannon Chemical Sulfuric Acid Trading Co Tanner Industries VIhatcher Chemical The Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have an ••- ions, '. ease contact me - e abo - r= - ced information. I. :• 'erforman - ym= t Bonds A ppry-• = • anager k Finance Signature Date (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFo rmsa nd Letters/RiskMgmtReviewofl nsurance4/15/2010/16/09 AGREEMENT12-5845 1 :1. F for Countywide Chemicals THIS AGREEMENT, made and entered into on this D3 day of Oct-. 2012 by and between Thatcher Chemical of Florida, authorized to do business in the State of Florida, whose business address is 245 Hazen Road, Deland, FL 32720-3967 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on 23,,o.z,, and terminating on CJc t 22, 2 0 3 . The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 hF 1,1 Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Thatcher Chemical of Florida 245 Hazen Road Deland, FL 32720-3967 Telephone: (386) 490-1638; Fax: (386) 490-1641 E-mail: acctrec @tchem.com Attention: Craig N. Thatcher, President All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing &General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 11F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3of10 v minimum limits of $1,000,0 X er B. Business Auto Liability: Coverage shall have Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 I E 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5of10 hF during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. Page 6 of 10 hF IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST ''' , COLLIER COUNTY, FLORIDA Dwight E,. Brock f Courts Dated: ::- I Fred W. Coyle, Chairman 4 (SEAL) ',,• '..., Attest at to-Minim li4nat.urt *ft i Thatcher Chemical of Florida Vendor 4,t 4 -, By: � ItII it)/, / First Witness `igna r- Hal W. Turnbow TTvpe/print wi -.s nameT _k, I 4 1'. , C- ( ell i 1C 1/(('' - Craig N. Thatcher, Vice President Second 'Vitness _ Typed signature and title Wendy G. Richmond TType/print witness nameT Approved as to form and legal sufficiency: e ` 0 • AI, Assistant tt•unty ttorney Item# C erniQ lv l� K. PCn,��0 Agenda Date Print Name Date 1 1 2,1(z Recd Deputy Clerk Pan 7of10 Schedule A 1 IF Bid Tabulation 12-5845 Countywide Chemicals Item Unit.of Company Name Product Description Price Awardee Number Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company,Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary Schedule A j IF Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 .Cal-Hypo (100% Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100%Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary 11F OP ID: DZ A Er CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYI) 09120/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 801-924-1400 CONTACT Della Zeeh The Presidio Group,Inc. 801-924-1441 PHONE 801_924-1400 FAX No):801-924-1441 5295 South 300 West #550 INC.No.Ext): Salt Lake City,UT 84107 ADDRESS:dzeeh @presidio-group.cam Robert C.Pettit CIC,CRM PRODUCER THAC01 CUSTOMER ID# INSURER(S)AFFORDING COVERAGE NAIC# INSURED Thatcher Company INSURER A:Chartis Specialty Insurance Co etal see named insuerds INSURER a:Nat'l Union Fire Ins.Co.PA 19445 attached INSURER C:New Hampshire Insurance Co. 23841 PO Box 27407 Salt lake City,UT 84127 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL.SUER' POLICY EFF POLICY EXP INSR TYPE OF INSURANCE INSR_wvn POLICY NUMBER (MM/DD/YYYY) (MMIDDIYYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X X EG23060782 09/30/12 03/31/14 pREM SES Ea occurrence) $ 300,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 25,000 X Ded.$60,000 PERSONAL&ADV INJURY $ 1,000,00 X GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 7 POLICY FjF0. Jl LOC $ COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $ 1,000,000 (Ea accident) C X ANY AUTO CA1924865 09/30/12 04/01/13 BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE $ X HIRED AUTOS (Per accident) NON-OWNED AUTOS X Hired Phys Damage $ UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 5,000,000 X EXCESS LAB CLAIMS-MADE AGGREGATE $ 5,000,000 A EGU23060878 09/30/12 03/31/14 DEDUCTIBLE - -$ X RETENTION $ 10,000 $ WORKERS COMPENSATION v TORY T AND EMPLOYERS'LIABILITY ER C ANY PROPRIETOR/PARTNER/EXECUTIVE Y I N WC6016438(AO STATES) 04/01/12 04/01113 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ( J N/A B (Mandatory in NH) WC60169439(CA ONLY) 04/01/12 04/01/13 E.L DISEASE-EA EMPLOYEE$ 1,000,000 It yes,describe under DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT $ 1,000,000 A Pollution Legal EG23060782 09/30/12 03/31/14 Pollution 1,000,000 Sudden&Accidentl Ded 50,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Collier County is shown as additional insured for general liability per attached form 103366 10-09 as their interest may appear in regards to Contract #12-5845 "Countywide Chemicals". Waiver of subrogation applies for general liability per attached form 94283 3-07. 10 day notice of cancellation in the event of non payment. CERTIFICATE HOLDER CANCELLATION . COLLICO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Purchasing Dept. 3327 Tamiami Trail East AUTHORIZED REP RESENTATIVE / Naples,FL 34112-4901 )Ili /4i5 I ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD F -THACO1 PAGE 2 NOTEPAD INSURED'S NAME Thatcher Company OP ID: DZ DATE 09/20/12 Named Insured Thatcher Company Thatcher Group, Inc. Thatcher Transportation, Inc. Thatcher Company of Arizona Thatcher Company of California Thatcher Company of Montana Thatcher Company of Nevada Thatcher Company of New York Thatcher Chemical of Florida IF ENDORSEMENT NO. 6 This endorsement,effective 12:01 AM, September 30,2012 Forms a part of Policy No: EG 23060782 Issued to: THATCHER COMPANY By: CHARTIS SPECIALTY INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COVERAGES A,B AND E ADDITIONAL INSURED - DESIGNATED PERSONIS)OR ORGANIZATION(S)ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY AND POLLUTION LEGAL LIABILITY COVERAGE FORM Solely as respects Coverages A, B and E, SECTION 11 - WHO IS AN INSURED is amended to include as an insured the persons) or organizations) shown in the Schedule below, but only with respect to bodily injury, property damage, personal and advertising Injury,Environmental Damage or emergency response costs caused in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations;or B. In connection with your premises owned by or rented to you. SCHEDULE Name of Additional Insured Person(s)or Organization(s): Blanket where required by vwitten contract • All other terms,conditions, and exclusions shall remain the same. de:4046 AUTHORIZED REPRESENTATIVE or countersignature(in states where applicable) 103366(10/09) PAGE 1 OF 1 C14381 11F • ENDORSEMENT NO. 4 This endorsement,affective 12:01 AM, September 30,2012 Forms a part of Policy No: EG 23060782 Issued to: THATCHER COMPANY By: CHARTIS SPECIALTY INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY AND POLLUTION LEGAL LIABILITY COVERAGE FORM it is hereby agreed as follows: SECTION IV- CONDITIONS, Paragraph 7.Transfer of Rights of Recovery Against Others to Us - Applicable to Coverages A,B, C and E is amended by the addition of the following at the end of such subparagraph: We waive any right of recovery we may have against the person or organization shown in the Schedule below because of payments we make under Coverage A, B, C and E for injury or damage arising out of your ongoing operations or your work done under a contract with that person or organization and included in the products-completed operations hazard. This waiver applies only to the person or organization shown in the Schedule below. SCHEDULE Name of Person or Organization: Blanket where required by written contract Ail other terms,conditions,and exclusions shall remain the same. ■ 414146 AUTHORIZED REPRESENTATIVE or countersignature (in states where applicable) 94283(3/07) PAGE 1 OF 1 C 13021 hF 1 MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: F2 Industries Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment Purchasing Department CO le?" C.00141ItY 3327 Tamiami Trail East 1 1F Naples, Florida 34112 MmLnistrative Services Cr nsion Telephone: (239)252-5270 Purchasing FAX: (239)252-6549 Email: NicoleParker(c colliergov.net www.colliergov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R"Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite ✓f2 Industries Harcros Chemicals Key Chemical Lhoist North America DATE RECEIVED Odyssey Manufacturing Polydyne Shannon Chemical OCT 2 5 2012 Sulfuric Acid Trading Co Tanner Industries RISK ' '4 0`,°!-'` Thatcher Chemical The Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any • -F.•ns, please contact me at the a•• - = erenced information. -- I --• -- -�•d Perform- ce : P nt B•nds A•• `)'tiefr .00 ill.. /O 3i?.-- Manager "isk Finance Signature to (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFormsandLetters/RiskMgmtReviewofl nsurance4/15/2010/16/09 F €.'S AGREEMENT12-5845 for Countywide Chemicals THIS AGREEMENT, made and entered into on this 3'-`'{ day of Oc . 2012 by and between F2 Industries, LLC authorized to do business in the State of Florida, whose business address is 423 C Smyrna Square Drive, Smyrna, Tennessee 37167, hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on ( z zo(Z, and terminating on 20 0 3. The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 11F Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: F2 Industries, LLC 423 C Smyrna Square Drive Smyrna, TN 37167 Telephone: (615) 459-4620; Fax: (615) 459-4836 E-mail: Rory @f2ind.com Attention: William Ferrell, Jr. All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2of10 11F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 11F B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 11F 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5 of 10 11F during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. Page 6 of 10 11F IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwi•ht E. Brock, Clerk of Court elk 'fr_v By: Pates. ;>. ' (l /44 id- Fred W. Coyle, Chairman d ** :to theme ev /9111011$4. F2 Industries, LLC Vendor ' By: di/AP it/(/ First W% ess tore Rory Fe ell Partner TType/print witness nameT J A` _ +_ _ William Ferrell, Jr Partner Second Witne s Typed signature and title Kimberly Noc Ofc Mgr TType/print witness name-II`` Approved as to form and legal sufficiency: Item# IL=---- Assistant Co ) ty Att rney Agenda to Date 1(� ) Kt K . P Date I t L Z Print Name Re Deputy lerk Page 7 of 10 Schedule A 1 1 F . 4 Bid Tabulation 12-5845 Countywide Chemicals Item Unit of Company Name Product Description Price Awardee Number Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50% Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company, Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary • Schedule A 1 1F Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 Cal-Hypo (100% Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100% Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary --- 1 LFBH ,a►COR° CERTIFICATE OF LIABILITY INSURANCE 03/23/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 615-356-3212 ICVAOME CT Geny Insurance Agency,Inc. 615-356-5915 PHONE FAX 992 Davidson Dr.,Ste 108 {AIC,No,Ertl: (A/C,No): Nashville,TN 37205-1051 E-MAIL ADDRESS: Brian Scott Drury PRODUCER CUSTOMER 10 R:F2IND-1 INSURER(S)AFFORDING COVERAGE NAIC INSURED F2 Industries,LLC INSURER A:Auto Owners Insurance 18988 5543 Edmondson Pike,#156 INSURERS: Nashville,TN 37211 INSURER C: INSURER D: INSURER E: _ INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WrtH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR YIND POLICY NUMBER (MMlDDIYYYY) {MMIDDNYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE S COMMERCIAL GENERAL LIABILITY DAMAGETO RENTED PREMISES(Eaoccurrence) $ _ CLAIMS-MADE OCCUR MED EXP(Any one person) _ $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 7 POLICY PRO- JECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A X ANY AUTO (Ea accident) $ 1,000,000 48-302-563-00 02/01(12 02/01/13 BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDUI Fr,AUTOS PROPERTY DAMAGE A X HIRED AUTOS 48-302-563-00 02/01/12 02/01/13 (Per accident) A X NON-OWNED AUTOS 48-302-563-00 02/01/12 02/01/13 $ — $ ~ UMBRELLA UAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DEDUCTIBLE $ REItNTION $ $ WORKERS COMPENSATION X WC STATU- 0TH- AND EMPLOYERS'LIABILITY TORY LIMITS ER Y N A ANY PROPRIETOR/PARTNER/EXECUTIVE f 101719 03038724 02/01/12 02/01/13 E.L.EACH ACCIDENT $ 100,000 OFFICERIMEMBER EXCLUDED? N!A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 100,000 Dyes,describe under E.L.DISEASE-POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space is required) For any and all work performed on behalf of Collier County CERTIFICATE HOLDER CANCELLATION COLLl10 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County ACCORDANCE WITH THE POLICY PROVISIONS. Board of County Commissioners Naples,FL AUTHORIZED REPRESENTATIVE 6)1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD �-, ® hF AR o CERTIFICATE OF LIABILITY INSURANCE DA10/26IDOD12) PRODUCER THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION LEHMER INSURANCE AGENCY ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 224 151 AVENUE,SOUTH HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR FRANKLIN,TN 37064 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 615-791-4400 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: NAUTILUS INSURANCE COMPANY F2 INDUSTRIES,LLC 5543 EDMONDSON PIKE,#156 INSURER B NASHVILLE,TN 37211 INSURER C INSURER D: INSURER E. COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. E LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS ADD' POLICY EFFECTIVE' POLICY EXPIRATION POLICY NUMBER LIMITS LTR INSR TYPE OF INSURANCE DATE(MMlDD/YY) i DATE(MMlDD/YY) i GENERAL LIABILITY GLP 200141901 02/11/2012 02/11/2013 i EACH OCCURRENCE $ 2,000,000_ A X ® COMMERCIAL GENERAL LIABILITY :DAMAGE TO REN I tD- - -- PREMISES(Ea occurence) $ 300,000 I N N CLAIMS MADE III OCCUR! MED EXP(Any one person) $ 10,000 l❑ : PERSONAL X ADV INJURY $ 2,000,000 RETROACTIVE GENERAL AGGREGATE $ 2000,000_ GEN'L AGGREGATE LIMIT APPLIES PER:! DATE:2/11/02 PRODUCTS-COMP/OPAGG $ 2,000,000 il❑ POLICY Li JECT fi LOC $ • AUTOMOBILE LIABILITY ! IA ' , 'COMBINED SINGLE LIMIT $ ❑ ANY AUTO (Ea accident) .❑ ALL OWNED AUTOS ❑ BODILY INJURY $ SCHEDULED AUTOS (Per person) ,❑ HIRED AUTOS BODILY INJURY ❑ NON-OWNED AUTOS (Per accident) ❑ PROPERTY DAMAGE $ (Per accident) i I - GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ❑ ANY AUTO EA ACC $ I OTHER THAN ID AUTO ONLY AGG $ { -t EXCESS/UMBRELLA UABILITY EACH OCCURRENCE $ !El OCCUR U CLAIMS MADE I AGGREGATE $ Ell DEDUCTIBLE $ _.__ in RETENTION $ i $ WC STATU- 0TH- WORKERS COMPENSATION AND ,❑TORY LIMITS U ER EMPLOYERS'UABILITY ' ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ' E.L.DISEASE-EA EMPLOYEE S If yes,describe under SPECIAL PROVISIONS below E L.DISEASE-POLICY LIMIT I $ OTHER A PRODUCTS POLLUTION COVERAGE GLP 200141901 02/11/2012 02/11/2013 ; $2,000,000 EACH OCCURRENCE DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT!SPECIAL PROVISIONS CHEMICAL MANUFACTURERNVHOLESALE DISTRIBUTION CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED -ADDITIONAL INSURED-VENDORS ENDORSEMENT CG 20 15 APPLIES WITH RESPECT TO GENERAL LIABILITY POLICY WAIVER OF SUBROGATION ENDORSEMENT IN FAVOR OF THE CERTIFICATE HOLDER WITH RESPECT TO GENERAL LIABILTIY POLICY CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION COLLIER COUNTY DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN BOARD OF COUNTY COMMISSIONERS NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL NAPLES,FLORIDA IMPOSE NO OBLIGATION Oft LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTA VES. - - AUTHORIZ Mt EPRESENTATIVE/Q ACORD 25(2001/08) / \ --(2-C ACORD CORPORATION 1988 lip MEMORANDUM Date: November 2, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R: "Countywide Chemicals" Contractor: Fog Free Technologies Attached is an original copy of the contract referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The second original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment ., freiw Purchasing Department 1 1 F co ler County 3327 Tamiami Trail East Naples, Florida 34112 Administrative Services Mision Telephone: (239)252-5270 Purchasing FAX: (239)252-6549 Email:NicoleParker a(�colliergov.net www.colliergov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R"Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite F2 Industries Harcros Chemicals Key Chemical RECEIVE® Lhoist North America Odyssey Manufacturing Polydyne OCT 25 2017 Shannon Chemical RN Sulfuric Acid Trading Cod Tanner Industries Thatcher Chemical The Dumont Co Allied Universal Davis Supply .Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any questions, please contact me at the above referenced information. Insurance and Performance & Payment Bonds Approved By: Manager Risk Finance Signature Date St- , at.-61 - vim.'' l Ok of t 0( 0 Cfiaber 3 1),c O I a . (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFo rmsandLetters/RiskMgmtReviewofl nsuran ce4/15/2010/16/09 1i , ... n_.,_. , 7,,,,p,1 --, , , ro. i . iF ,.., ,_. ..,_, v Q,F'''',: ik FOG FREE TECHNOLOGIES 1 EGO-FRIENDLY SOLUTIONS TO YOUR WASTE WATER, FOG & ODOR PROBLEMS, October 30,2012 i 1 1 TO WHOM IT MAY CONCERN In Re: Collier County, Florida Please allow this letter to serve as confirmation that Doc Knight,as CEO and authorized agent of Fog Free Technologies,has full authority to legally bind Fog Free Technologies with his signature. If you have any questions,please do not hesitate to contact me directly. Thank you. Sincerely 7 Nicho s J. Clekis Senior Vice President NJC/pju 1 4365 Dorchester Road •.Building 300 • Suite 301 • North Charleston, SC 29405 1-800-FOG-2330 • www.fogfreetechnologies,com 11F AGREEMENT12-5845R for Countywide Chemicals THIS AGREEMENT, made and entered into on this 3'''Cday of ec_f. 2012 by and between Fog Free Technologies, LLC authorized to do business in the State of Florida, whose business address is 4635 Dorchester Road, North Charleston, SC 29405 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on { Z 2 i z , and terminating on (^99t 2.?-12O( . The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845R and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 1 I f Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Fog Free Technologies, LLC 4635 Dorchester Road North Charleston, SC 29405 Telephone: (843) 735-6626; Fax: (561) 746-5898 E-mail: clay @fogfreetechnologies.com Attention: Clay Mitchell, Technical Sales Representative All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Departa tent 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 hF 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 11F B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 11F 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845R Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5of10 11F during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. Page 6 of 10 11F IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwi_ it`E.'Brock, Clerk of Cou • By: ---7---L-Q_RDA.,) Fred W. Coyle, Chairman r (SEA; Attest to CAa try ll" Fog Free Technologies, LLC Vendor 0A-i) E0 - • 1. g ve, By: /I% - _ First Witness , S •'�� t ANna (K) . Ske iQrc) Y.e/p TT print witness nam'T k'44 ,: J It ; Aw N. t' kt , J�P cond Witness Typed signature and tite . r TType/print witness nameT Approved as to form and legal sufficiency: Item# 4 614jt(or\l°14-pti Ag enda rO 3 Date ___�a__�1 Assistant C y Ay Date Recd I l a EYv+i ly R. !?e pin Print Name Deputy Clerk Page 7 of 10 Schedule A 1 1 F Bid Tabulation 12-5845 Countywide Chemicals Item Unit of Company Name Product Description Price Awardee Number Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Ibs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company, Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary Schedule A 11F Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20. Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 - Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 Cal-Hypo (100%Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100%Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary 189110 1 F ��'� e DATM/D�IY`M) A CERTIFICATE OF LIABILITY INSURANCE 10/25/2012 THIS CERTIFICATE IS ISSUED AS.A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT Liz Felkel PRODUCER NAME: Commercial Lines-(843)573-2600 PHONE 843 573 2600 FAX.No). 843 556 4009 (A/C.No.Eat): Wells Fargo Insurance Services USA,Inc. E-MAIL DSS: Liz.Felkel @wellsfargo.com 176 Croghan Spur,Suite 300 INSURER(S)AFFORDING COVERAGE NAIC# Charleston,SC 29407 INSURER A: Chartis Specialty Insurance Company 26883 INSURED INSURER B: Chartis Casualty Company 40258 Fog Free Technologies INSURER c: Accident Fund Ins Co of America 10166 4355 Dorchester Rd INSURER D: INSURER E: Charleston SC 29405 INSURER F: COVERAGES CERTIFICATE NUMBER: 5079856 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR.MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL SUBR POLICY EFF POLICY EXP INSR LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DDIYYYY) (MM/DD/YYYY) LIMITS A GENERAL LIABILITY 13097705 10/23/2012 10/23/2013 EACH OCCURRENCE $ 1,000,000 DAMAGE X PREMISES O(Ea occurrence) $ 300,000 COMMERCIAL GENERAL LIABILITY CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 25,000 X Pollution Legal Liability PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 RO- X POLICY JECT LOC Pollution Legal $ 1000000 B AUTOMOBILE LIABILITY CA1932145 10/23/2012 10/23/2013 (Ea COMBIaccideNED nt)SINGLE LIMIT $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS NON-OWNED PROPERTY DAMAGE $ X HIRED AUTOS X AUTOS (Per accident) $ A UMBRELLA LIAB X OCCUR 13097760 10/23/2012 10/23/2013 EACH OCCURRENCE $ 2,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED RETENTION$ $ WORKERS COMPENSATION x WC STATU- OTH- C AND EMPLOYERS'LIABILITY WCV6069586 10/23/2012 10/23/2013 TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE Yr� N E.L.EACH ACCIDENT $ 500,000 (Mandatory EXCLUDED? I I . 500,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) The certificate holder is included as additional insured;blanket additional insured endorsement applies. CERTIFICATE HOLDER CANCELLATION Collier County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Administrative Services Division Purchasing THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 9 ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail East Naples FL 34112-4901 AUTHORIZED REPRESENTATIVE 964,1 The ACORD name and logo are registered marks of ACORD ®1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) hF MEMORANDUM Date: November 7, 2012 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R "Countywide Chemicals" Contractor: Carus Corp, Chemrite Attached is a copy of the agreement referenced above (Item #11F) approved by the Board of County Commissioners on Tuesday, October 23, 2012. The original will be held on file with the Minutes and Record's Department with the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment r O? Purchasing Department 3327 Tamiami Trail East 1 1 F Naples, Florida 34112 j�Services Division Telephone: (239)252-5270 Purchasing FAX: (239)252-6549 Email: NicoleParker@colliergov.net www.colliergov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R "Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse V Carus Corp, Chemrite F2 Industries Harcros Chemicals Key Chemical DATE . Lhoist North America R �' `' Odyssey Manufacturing OCT 2 201 Polydyne Shannon Chemical Sulfuric Acid Trading Co MU DEMENT Tanner Industries Thatcher Chemical The Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorneys office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any questions, please contact me at the above referenced information. Ins - :nd P= or ►- - �:-.,..-• -•proved By: �7� id ana•-r Risk Finance Signature Date C.—Wt\e„..art4 (Please route to County Attorney via attached Request for Legal Services) kSor G/Acquisitions/Aga ntFo rmsa ndLetters/RiskMgmtReviewofl nsurance4/15/2010/16/09 11F AGREEMENT12-5845 for Countywide Chemicals THIS AGREEMENT, made and entered into on this Z3'(day of Oct- 2012 by and between Carus Corporation authorized to do business in the State of Florida, whose business address is 315 Fifth Street, Peru, Illinois 61354, hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on Get- 23,z Z , and terminating on C4 2 Zf Y {3 . The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 11F Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Carus Corporation 315 Fifth Street Peru, IL 61354 Telephone: (800) 435-6856; Fax: (815) 224-6697 E-mail: Deborah.bibula @caruscorporation.com Attention: Sharon Friedl, Director of Sales All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Departa tent 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 11F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 F B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 hF 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5 of 10 11F during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. * * * * * Page 6 of 10 `r F IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwight E.Brock, Clerk of Courts (..aik-itgat c By: 77"\---.Q-12, , Dated: t( ( ' �: Fred W. Coyle, Chairman Att i#EA40 Ceti Tiond.ure e Carus Corporation Vendor Si By: First Witness Signature Samantha Pumo TType/print witness nameT Gerald B Curran/VP, CFO, Treasurer Second W\.J ss Typed signature and title Shelley Burr TType/print witness nameT Approved as to form and legal sufficiency: pyfr, tern# I ( Assistant unty A torney Agenda I EMl'yk, in Date ,(„ Print Name Date Rec'd I�I 2 Deputy Clerk Page 7 of 9 11F Schedule A Bid Tabulation 12-5845 Countywide Chemicals Item Company Name Product Description Unit o. Price Awardee Number . Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company, Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary Schedule A 1 1 F Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 - Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 .Cal-Hypo (100%Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100%Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary 11F COKO® DATE(MM/DD0/2 YY) A CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the t certificate holder in lieu of such endorsement(s). c PRODUCER CONTACT a NAME: - Aon Risk Servi ces Central, Inc. PHONE (866) 283-7122 FAX (847) 953-5390 m chi cago IL Office (NC.No.Ext): (A/C.No.): 200 East Randolph E-MAIL O Chicago IL 60601 USA ADDRESS: I INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Illinois Union Insurance Company 27960 Carus Corporation INSURER B: Illinois National Insurance Co 23817 315 Fifth Street P.O. Box 599 INSURER C: National Union Fire Ins Co of Pittsburgh 19445 Peru IL 61354-2859 USA INSURER D: Insurance Company of the State of PA 19429 INSURER E: Commerce & Industry Ins Co 19410 INSURER F: COVERAGES CERTIFICATE NUMBER:570046836882 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DDIYYYY MM/DDIYYYY) LIMITS B GENERAL LIABILITY GL4406480 07/01/2012 07/01/2013 EACH OCCURRENCE $2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $100,000 PREMISES(Ea occurrence) CLAIMS-MADE n OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 m GENERAL AGGREGATE $2,000,000 R GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 v c, PRO- POLICY n JFCT LOC r- C AUTOMOBILE LIABILITY CA3506348-01 07/01/2012 07/01/2013 COMBINED SINGLE LIMIT $2,000,000 000,000 (Ea accident) .. X ANY AUTO BODILY INJURY(Per person) 0 z ALL OWNED —SCHEDULED BODILY INJURY(Per accident) y AUTOS _ AUTOS NON-OWNED PROPERTY DAMAGE V X HIRED AUTOS X AUTOS (Per accident) ;,_ t a E X UMBRELLA LIAB X OCCUR 8E24253840 07/01/2012 07/01/2013 EACH OCCURRENCE $5,000,000 C) — SIR applies per policy terns & conditions AGGREGATE $5,000,000 EXCESS LIAB CLAIMS-MADE DED X RETENTION$10,000 D WORKERS COMPENSATION AND WC01588369901 07/01/2012 07/01/2013 x TORY isa_rsu- 2-4-H - EMPLOYERS'LIABILITY AOS C OFFICER/MEMBERIEXCLUDED? CUTIVE YNN NIA WC01588370001 07/01/2012 07/01/2013 E.L.EACH ACCIDENT $1,000,000 (Mandatory in NH) CA E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Pollutn/Env Imp PPLG21744323005 09/01/2011 09/01/2013 Aggregate Limit $5,000,000 Pollution/Env Impairment ME SIR applies per policy terns & conditions 2 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Collier County Board of County Commissions is included as additional insured with respect to the General Liability Policy as Zj requi red under written contract with Named Insured. riF- az CERTIFICATE HOLDER CANCELLATION r■ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board AUTHORIZED REPRESENTATIVE r--(• of County Commissions 3301 East Tamiami Trail eC�eL9;a •**5 �`es �� M Or Naples FL 34112 USA %7eisLtt�G/ IM ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD ,,,..,, LA ORIGINAL DOCUMENTS CHECKLIST & ROUTING S P / ., TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper.Attach to original document.Original documents should be hand delivered to the Board Office.The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines#1 through#4 as appropriate for additional signatures,dates,and/or information needed.If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#4,complete the checklist,and forward to Ian Mitchell(line#5). Route to Addressee(s) Office Initials Date (List in routing order) 1. 2. 3. 4. Emily R. Pepin,Asst. County Attorney County Attorney ERP 11/19/12 5. Board of County Commissioners \'''''''' t%12,0\V2 6. Minutes and Records Clerk of Court's Office ` (I (20((2--tYV' es). one.. ��: bra v rQ-- 7;t1-\ PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval.Normally the primary contact is the person who created/prepared the executive summary.Primary contact information is needed in the event one of the addressees above,including Ian Mitchell needs to contact staff for additional or missing information.All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item.) Name of Primary Staff Nicole Parker,Procurement Specialist Phone Number 252-5270 Contact / Agenda Date Item was 10/23/12 Agenda Item Number 11-F ,V/ Approved by the BCC Type of Document Contract#12-5845&12-5845R Countywide Number of Original nlfr /MI Attached Chemicals Documents Attached INSTRUCTIONS&CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Original document has been signed/initialed for legal sufficiency.(All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed /1 by the Office of the County Attorney. This includes signature pages from ordinances, CO resolutions,etc.signed by the County Attorney's Office and signature pages from contracts,agreements,etc.that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials.) 2. All handwritten strike-through and revisions have been initialed by the County Attorney's AI Office and all other parties except the BCC Chairman and the Clerk to the Board 3. The Chairman's signature line date has been entered as the date of BCC approval of the (p' ,(9 document or the final negotiated contract date whichever is applicable. (fit 4. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. 5. In most cases(some contracts are an exception),the original document and this routing slip should be provided to Ian Mitchell in the BCC office within 24 hours of BCC approval. Y /A Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified.Be aware of your deadlines! 6. The document was approved by the BCC on 10/23/12 and all changes made during the meeting have been incorporated in the attached document.The County Attorney's Office has reviewed the changes,if applicable. /C?';-) I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05 08-MGR-00132/33 11F '! J MEMORANDUM Date: November 27, 2012 To: Nicole Parker, Contract Specialist Purchasing Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #12-5845 (#12-5845R) "Countywide Chemicals" Contractor: Lhoist North America Attached is a one (1) copy of the original document referenced above (Item #11F), approved by the Board of County Commissioners Tuesday, October 23, 2012. The original will be held on file in the Minutes and Records Department as part of the Board's Official Record. If you have any questions, please contact me at 252-7240. Thank you • hF 1,1 Purchasing Department NOV ii .a 2012 Co ?e 3327 Tamiami Trail East MANAGEMENT. Naples, Florida 34112 Acininistalive Services ODivision Telephone: (239)252-5270 Purchasing FAX: (239)252-6549 Email: NicoleParker @colliergov.net www.collieroov.net/purchasinq Memorandum Subject: Contracts#12-5845 & 12-5845R "Countywide Chemicals" Date: October 25, 2012 From: Diana DeLeon for Nicole Parker, Procurement Strategist To: Ray Carter, Manager Risk Finance This Contract was approved by the BCC on October 23, 2012 agenda item 11.F. The County is in the process of executing this contract with: American Water Chemicals BASF Corp, Carmeuse Carus Corp, Chemrite F2 Industries Harcros Chemicals Key Chemical VChoist North America Odyssey Manufacturing Polydyne Shannon Chemical Sulfuric Acid Trading Co Tanner Industries Thatcher Chemical The Dumont Co Allied Universal Davis Supply Fog Free Technologies Please review the Insurance Certificate(s) for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any questions, please contact me at the above referenced information. Insurance a • 'erformanc- Payme :o •.- _loved By: /(E71,/a.■ Manager R.:k Finance Signature •r Dat (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFormsandLetters/RiskMgmtReviewofl nsurance4/15/2010/16/09 liE . AGREEMENT12-5845 for Countywide Chemicals THIS AGREEMENT, made and entered into on this a3'"`'(day of O$. 2012 by and between Lhoist North America of Alabama, LLC, authorized to do business in the State of Florida, whose business address 4720 Cleveland Heights Boulevard, Suite 203, Lakeland, FL 33813 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on Oc 4 z z o(Z, and terminating on (')-t 2 212c)3. The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 11F Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Lhoist North America of Alabama, LLC 4720 Cleveland Heights Boulevard, Ste 203 Lakeland, FL 33813 Telephone: (877) 644-9010; Fax: (863) 644-9030 E-mail: Linda.miteff @lhoist.com Attention: John L. Thompson, Florida Sales Manager All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing DeparIntent 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 11F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 11F ‘,1 B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 10 IF 4 1,1 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5of10 11F during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. Page 6 of 10 11F " ', IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORID i Dwight F ':Brocick;Clerk of Courts By: a By y •° _ i Dated O�P_.vmr� t_ ' / Fred W. Coyle, Chairman (SEAL) .„: Attest `»s/to ice signature :s.1 Lhoist North America of Alabama, LLC Vendor j,i/4 �•.•.►__,,� By ki':? •'•'''''''441 f Fi ist Witner Signature Philip D. Hart l'Type/print witness namet / . , , . attgaa. John L. Thompson, Florida Sales Manager "econd Witness Typed signature and title Elizabeth A. Hart TType/print witness namel' Approved as to form and legal sufficiency: _,I. _�.� ) ' ,�J istant C A,my At l.rney thid, R. 'Pe p►h Print Name Page 7 of 10 Schedule A 1 IF l Bid Tabulation 12-5845 Countywide Chemicals Item Company Name Product Description Unit of Price Awardee Number Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1 Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company,Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 . Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary Schedule A 1 1 F ` 1 Bid Tabulation 12-5845 Countywide Chemicals 17 Thatcher Chemical of W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary Florida 18 Odyssey Manufacturing W/WW-2 Sodium Hypochlorite gal $0.6400 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 Cal-Hypo (100% Chlorine) lbs $1.2200 Primary 24 The Dumont Company, PR-6 Cal-Hypo (100%Chlorine) lbs $1.4000 Secondary Inc. 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc, 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary i,1 AW ® CERTIFICATE OF LIABILITY INSURANCE DATE /2012 ) YY) 44.......---- 09/2812012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA,Inc. PHON: 4400 Comerica Bank Tower (A/C.No,Est): FAX No): 1717 Main Street E-MAIL Dallas,TX 75201-7357 ADDRESS: Attn:dallas.certs@marsh.com/(866)966-4664 INSURER(S)AFFORDING COVERAGE NAIC# 344191-All--12-13 Chemic Naples FL INSURER A:ACE American Insurance Company 22667 INSURED N/A N/A Lhoist North America,Inc. INSURER B 1/k/a Chemical Lime Company INSURER C:American International Specialty Lines Ins Co 26883 AIM: Bob Nordin INSURER D: P.O.Box 985004 Ft.Worth,TX 76185 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-001868271-39 REVISION NUMBER:4 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR ,INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A GENERAL LIABILITY X HDO G27012851 10/01/2012 10/01/2013 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED 500,000 PREMISES(Ea occurrence) $ CLAIMS-MADE X OCCUR MED EXP(Any one person) _ $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE _ $ 10,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 3,000,000 71 POLICY PRC JECT LOC $ A AUTOMOBILE LIABILITY ISA H0871146A 10/01/2012 10/01/2013 COMBINED SINGLE LIMIT 3,000,000 (Ea accident) _5 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS _ AUTOS {Per accident) _ $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION WLR 047123616(AOS) 10/01/2012 10/01/2013 X WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY I IMITS ER A ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N SCF 047123628(WI) 10101/2012 10/01/2013 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Pollution Legal Liability- PLC 12630247 10/01/2012 10/01/2013 Each Incident/Aggregate 3,000,000 Claims-Made DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) BOARD OF COLLIER COUNTY COMMISSIONERS IS AN ADDITIONAL INSURED(EXCEPT ON WORKERS'COMP)AS RESPECTS OPERATIONS OF THE NAMED INSURED WHERE REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION COLLIER COUNTY UTILITIES SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN:MR.CURRAN THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3301 TAMIAMI TRAIL EAST ACCORDANCE WITH THE POLICY PROVISIONS. NAPLES,FL 34112 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. I William Hines cc/.�—s -„„ ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 1 1 F {_ AGENCY CUSTOMER ID: 344191 LOC#: Dallas ACO ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA,Inc. Lhoist North America,Inc. flkla Chemical Lime Company POLICY NUMBER Attn: Bob Nordin P.O.Box 985004 Ft.Worth,TX 76185 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Lhoist North America Inc.,and its subsidaries: Lhoist North America,Inc.(formally Chemical Lime Company) Chemical Management Co.,Inc. Lhoist North America of Texas,Ltd. Lhoist North America of Alabama,LLC [hoist North America of Missouri,Inc. Lhoist North America of Arizona,Inc. Lhoist North America of Virginia,Inc. Lhoist North America of Tennessee,Inc. Franklin Industrial Minerals(formally Franklin Limestone Co) H.C.Spinks Clay Company,Inc. Acid Gas Solutions LLC Lhoist North America,Inc.(formally Chemical Lime Company) Chemical Management Co.,Inc. Lhoist North America of Texas,Ltd. Lhoist North America of Alabama,LLC Lhoist North America of Missouri,Inc. Lhoist North America of Arizona,Inc. Lhoist North America of Virginia,Inc. Lhoist North America of Tennessee,Inc. Franklin Industrial Minerals(formally Franklin Limestone Co) H.C.Spinks Clay Company,Inc. Acid Gas Solutions LLC ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ORIGINAL DOCUMENTS CHECKLIST 11 S & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper.Attach to original document.Original documents should be hand delivered to the Board Office.The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines#1 through#4 as appropriate for additional signatures,dates,and/or information needed.If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#4,complete the checklist,and forward to Ian Mitchell(line#5). Route to Addressee(s) Office Initials Date (List in routing order) 1. 2. 3. 4. Emily R. Pepin,Asst.County Attorney County Attorney ERP 11/20/12 5. Board of County Commissioners 1'}•11'.112, 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval.Normally the primary contact is the person who created/prepared the executive summary.Primary contact information is needed in the event one of the addressees above,including Ian Mitchell needs to contact staff for additional or missing information.All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item.) Name of Primary Staff Nicole Parker,Procurement Specialist Phone Number 252-5270 Contact I Agenda Date Item was 10/23/12 Agenda Item Number 11-F Approved by the BCC Type of Document Contract#12-5845&12-5845R BASF Corp, Number of Original Two Attached Carmeuse Documents Attached INSTRUCTIONS& CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Original document has been signed/initialed for legal sufficiency.(All documents to be ERP signed by the Chairman, with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions,etc. signed by the County Attorney's Office and signature pages from contracts,agreements,etc.that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials.) 2. All handwritten strike-through and revisions have been initialed by the County Attorney's ERP Office and all other parties except the BCC Chairman and the Clerk to the Board 3. The Chairman's signature line date has been entered as the date of BCC approval of the ERP document or the final negotiated contract date whichever is applicable. 4. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's ERP signature and initials are required. 5. In most cases(some contracts are an exception),the original document and this routing slip ERP should be provided to Ian Mitchell in the BCC office within 24 hours of BCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 6. The document was approved by the BCC on 10/23/12 and all changes made during ERP the meeting have been incorporated in the attached document.The County Attorney's Office has reviewed the changes,if applicable. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05 08-MGR-00132/33 4 11F MEMORANDUM Date: December 14, 2012 To: Nicole Parker, Purchasing Technician Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #12-5845 & #12-5845R "Countywide Chemicals" required for potable water, wastewater, and irrigation quality water treatments Contractor: BASF Corporation Attached for your records is an original copy of the contract referenced above, (Item #11F) approved by the Board of County Commissioners October 23, 2012. The second original will be held on file in the Minutes and Record's Department for the Board's Official Record. If you have any questions, please contact me at 252-8406. Thank you. 11F AGREEMENT12-5845 for Countywide Chemicals THIS AGREEMENT, made and entered into on this 23rd day of Oc_fa b - 2012 by and between BASF Corporation, authorized to do business in the State of Florida, whose business address is 2371 Wilroy Road, Suffolk, Virginia 23434, hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on Oc.F23,20 L , and terminating on Cc f z 2v k 3 . The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 9 hF Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: BASF Corporation 2371 Wilroy Road Suffolk, VA 23434 Telephone: (757) 538-3700; Fax: (864) 964-5475 E-mail:Jeanne.taylor @basf.com Attention: Charles Wright All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing &General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 9 ll F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 9 B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. Page 4 of 9 11F 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached Page 5 of 9 11F during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. * * * * * Page 6 of 9 11F IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTST; '` COLLIER COUNTY, FLORIDA Dwight E. Brock,Click of Courts B y. +_ -.AI • By: Dated: to -S' :;� Fred W. Coyle, Chairman ';t (SEAL) Ua 4 * t.$$ AWN CMuellir tz 411004,01 Beet& BASF Corporation Vendor / ..u■- . B . // - A First Witness / Signature Jeanne M. Taylor TType/print witness nameT Linda A. Muroski, Director of Water Solutions Second Witness Typed signature and title Rebecca Duman TType/print witness nameT Approved as to form and �= legal sufficiency: Item# Agenda 10,6'374 Z Day 2 lZ Assistant G.unty A torney (4;5"-2-- Print Name Page 7 of 9 Schedule A 11F Bid Tabulation 12-5845 Countywide Chemicals Company.7.711..t-,'', Product # escripCio IVI Pri Awardee r° Number' , t, Y Me j ,- 1 Tanner Industries,Inc. W-1 Ammonia lbs $0.6500 Primary Airgas Specialty Products, 1 Inc W-1 Ammonia lbs $0.6900 Secondary 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary American Water Corrosion Inhibitor 4 Chemicals,Inc. W-4 (ortho-polyphosphate) lb $0.4100' Primary 4 F2 Industries, LLC ' W-4 Corrosion Inhibitor Ibs (ortho-polyphosphate) $0.4300 Secondary Corrosion Inhibitor 4 Carus Corporation W-4 lbs $0.4300 Secondary (ortho-polyphosphate) Thatcher Chemical of Fluoride(Sodium 5 W-5 Florida Fluorsilicate) lbs $0.4500 Primary Fluoride(Sodium 5 The Dumont Company, Inc. W-5 Fluorsilicate) Ibs $0.4900 Secondary 6 Lhoist North America W-6 Lime ill $0.1400' Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company,Inc. W-7 Liquid PO4 lbs $0.5300 Primary 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company,Inc. W-8 Muriatic Acid lbs $0.3100' Primary 8 Harcros Chemicals,Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs Chemicals, Inc. $0.6900 Primary 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary Sulfuric Acid Trading 12 W-12 Sulfuric Acid lbs $0.0630 Primary Company,Inc. Page 8 of 9 Schedule A 11F Bid Tabulation 12-5845 Countywide Chemicals 12 Key Chemical W-1.2 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion'Polymer Ibs $1.0500 Primary 14 BASF Corporation' WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid Corporation p gal $13.2700 Secondary 25%Sodium Hydroxide 16 Harcros Chemicals, Inc WW-3 gal $1.3300 Primary Solution 17 F2 Industries, LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary 17 Thatcher Chemical of W WW_1 Calcium Hypochlorite Ibs Florida / Yp $1.2100 Secondary Odyssey Manufacturing 18 W/WW-2 Sodium Hypochlorite gal $0.64 Primary Company 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, Inc. PR-1 Chlorine gal $1.1500 Secondary 20 Harcros Chemicals,Inc PR-2 Sodium Bicarbonate Ibs $0.3500 Primary 20 The Dumont Company,Inc. PR-2 Sodium Bicarbonate lbs $0.3600 Secondary 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary Airgas National 22 PR-4 Cabonation CO2 lbs $0.2300 ' Primary Thatcher Chemical of 23 Florida PR-5 •Calcium Chloride lbs $0.3300 Primary 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary Cal-Hypo(100% 24 Chemrite PR-6 lbs ' $1.2200 : Primary ) 24 The Dumont Company,Inc. PR-6 Cal-Hypo Chlorine (100%' lbs $1.4000 Secondary Chlorine) 25 The Dumont Company,Inc. WW-5 Soybean Oil Degreaser gal $10.9500 Primary 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary Page 9 of 9 -, 11F AR° CERTIFICATE OF LIABILITY INSURANCE DATE/2012 /YYYY) 08/30/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA,INC. NAME: 445 SOUTH STREET PHONE FAX IA/C.No.Extl: (A/C,No): MORRISTOWN,NJ 07960-6454 ADDRESS: Attn:Morristown.certrequest @Marsh.com/Fax:212-948-0979 INSURER(S)AFFORDING COVERAGE NAIC# 100973-ALL-CAS-12-13 INSURER A:ACE American Insurance Company 22667 INSURED INSURER B: Indemnity Ins Co Of North America 43575 BASF CORPORATION ATTN: LESLIE FOWLER INSURER C: 100 PARK AVENUE INSURER D FLORHAM PARK,NJ 07932 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-006461874-01 REVISION NUMBER:3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL S LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS IM MID D/YYYYI (M MIDDIYYYY) A GENERAL LIABILITY HDC G2 7010301 06/01/2012 06/01/2013 EACH OCCURRENCE _ $ 5,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED 5,000,000 PREMISES(Ea occurrence) $ X CLAIMS-MADE OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 5,000,000 GENERAL AGGREGATE _ $ 5,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 5,000,000 POLICY PRO X JECT LOC $ A AUTOMOBILE LIABILITY ISA HO 8708873 (AOS) 06/01/2012 06/01/2013 COMBINED SINGLE LIMIT 5,000,000 (Ea accident) $ A X ANY AUTO CAL HO 8708897(Hired I Non-Owned) 06/01/2012 06/01/2013 BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED CAL HO 8708885(Classic Car) 06/01/2012 06/01/2013 BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE _ $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION WLR C4 6786701(Deductible) 06/01/2012 06/01/2013 X WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N SCF C4 678666A(Retro) TORY LIMITS ER A ANY PROPRIETOR/PARTNER/EXECUTIVE ( ) 06/01/2012 06/01/2013 E.L.EACH ACCIDENT $ 1,000,000 A OFFICER/MEMBER EXCLUDED? N N/A WLR C4 6786622(AZ,(Mandatory In NH) ( CA,MA) 06/01/2012 06/01/2013 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space Is required) RE:CONTRACT/AGREEMENT#12-5845"COUNTYWIDE CHEMICALS" COLLIER COUNTY IS INCLUDED AS AN ADDITIONAL INSURED FOR GENERAL LIABILITY,AS THEIR INTERESTS MAY APPEAR IN A SIGNED,WRITTEN AGREEMENT WITH THE INSURED. GENERAL LIABILITY COVERAGE INCLUDES POLLUTION COVERAGE. CERTIFICATE HOLDER CANCELLATION COLLIER COUNTY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ADMINISTRATIVE SERVICES DIVISION THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PURCHASING DEPARTMENT ACCORDANCE WITH THE POLICY PROVISIONS. 3327 TAMIAMI TRAIL EAST NAPLES,FL 34112-4901 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee ..14.0LU.104c0.: . a-c.,- ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD ORIGINAL DOCUMENTS CHECKLIST & ROUTING1S4f TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper.Attach to original document.Original documents should be hand delivered to the Board Office.The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines#1 through#4 as appropriate for additional signatures,dates,and/or information needed.If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#4,complete the checklist,and forward to Ian Mitchell(line#5). Route to Addressee(s) Office Initials Date (List in routing order) 1. 2. 3. 4. -Ssett R.Teach,Esq. County Attorney Office 'a '►il R. Pepin . Cb. c" 5. BCC Office Board of County Commissioners 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval.Normally the primary contact is the person who created/prepared the executive summary.Primary contact information is needed in the event one of the addressees above,including Ian Mitchell,need to contact staff for additional or missing information.All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item.) Name of Primary Staff Brenda Reaves Phone Number 252-6020 Contact Agenda Date Item was October 23,2012 Agenda Item Number 11.F Approved by the BCC Type of Document Countywide Chemicals Agreement Number of Original 2 Attached , Documents Attached INSTRUCTIONS&CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, CD resolutions,etc.signed by the County Attorney's Office and signature pages from (�1 contracts,agreements,etc.that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials.) 2. All handwritten strike-through and revisions have been initialed by the County Attorney's A' Office and all other parties except the BCC Chairman and the Clerk to the Board 0/A 3. The Chairman's signature line date has been entered as the date of BCC approval of the document or the final negotiated contract date whichever is applicable. 4. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's n_ signature and initials are required. 5. In most cases(some contracts are an exception),the original document and this routing slip should be provided to Ian Mitchell in the BCC office within 24 hours of BCC approval. i/,A Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified.Be aware of your deadlines! 6. The document was approved by the BCC on/0/23/r 1. (enter date)and all than s — ;�^ made during the meeting have been incorporated in the attached document.The YV-� County Attorney's Office has reviewed the changes,if applicable. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05,Revised 9.18.09 rr./ RECEIVED 11 F NOV 1 2012 Purchasing Department C - County 3327 Tamiami Trail East IS RISK MANAGEMENT Naples, Florida 34112 AthinistrativeServicesCivision Telephone: (239)252-6020 Purchasing FAX: (239)252-6592 Email: BrendaReavesPa,colliergov.net www.colliergov.net/purchasinq Memorandum Date: November 19, 2012 From: Brenda Reaves—Contract/Purchasing Technician— For Nicole Parker To: Ray Carter, Risk Manager Subject: Contract 12-5845 "Countywide Chemicals" The County is in the process of executing this contract with: Airgas Carbonic, Inc. Please review the Insurance Certificate(s) and Bid Bonds for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you hav- _ny questions, please contact ••- - th- -bove referenced information. •- - 'proved B, - ���! _ - -27—1 Ris Man-4ement Signature Date (Please route to County Attorney via attached Request for Legal Services) G/Acq u is itions/AgentFo rmsa nd Letters/RiskMgmtReviewofl nsurance4/15/2010/16/09 11F MEMORANDUM Date: December 14, 2012 To: Brenda Reaves, Purchasing Technician Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #12-5845 & #12-5845R "Countywide Chemicals" required for potable water, wastewater, and irrigation quality water treatments Contractor: Airgas Carbonic, Inc. Attached for your records is an original copy of the contract referenced above, (Item #11F) approved by the Board of County Commissioners October 23, 2012. The second original will be held on file in the Minutes and Record's Department for the Board's Official Record. If you have any questions, please contact me at 252-8406. Thank you. Attachment '(.6i I " .2912 RJ,.,'( ' ' `\/GE REEMENT12-5845 I iF ! for Countywide Chemicals THIS AGREEMENT, made and entered into on this cad day of pap ber 2012 by and between Airgas Carbonic, Inc. authorized to do business in the State of Florida, whose business address is 2530 Sever Road, Suite 300, Lawrenceville, Georgia 30043 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on 00.A3) Rola , and terminating on ()CA-. Aa 1 a01.3 The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 10 HF Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Airgas Carbonic, Inc. 2530 Sever Road, Suite 300 Lawrenceville, GA 30043 Telephone: (813) 933-02663; Fax: (813) 935-1454 E-mail: Terry.Stanley @Airgas.com Attention: Jerry Stanley, Regional Sales Manager All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 11F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. h B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Vendor shall also notify County, in a like manner, within twenty-four (24) hours after receipt of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Vendor from its insurer, and nothing contained herein shall relieve Vendor of this requirement to provide notice. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner hF1 with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good 11 _ " faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. 1if' 26. FORCE MAJEURE: Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to, failure of normal supply sources, hostility, terrorism, revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Section is beyond the control and without the fault or negligence of the party seeking relief under this Section. * * * * * 11r IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwight,I L .mock, Clerk of Courts By_;:* L A A • . 0.C . By _ A Dated 4 s '%�_`��' Fred W. Coyle, Chairman fivei Airgas Carbonic, Inc. • • C-LtA-LEU AMU First Witless Si;nature Na-nay rde TType/print witness name Seconi Witness Typed signature and title Alitof 101460d TType/print witness name'1' Approved as to form and legal sufficiency: ' L_,() Item# I I F , ssistant unty AI= Agenda Io-2 Date EMI I 12_• 1'-Ti\r‘ Date n Redd `' Print Name . .i 11F ___--., A�!Y CERTIFICATE OF LIABILITY INSURANCE 12/17/2012 DATE(MM/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES -BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies,LLC-1 Kansas City NAMEACT 444 W.47th Street,Suite 900 PHONE E 1; FAX,No): Kansas City MO 64112-1906 E-MAIL (816)960-9000 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC S INSURER A: National Union Fire Ins Co Pittsburgh PA 19445 INSURED AIRGAS CARBONIC,INC. 1075036 2530 SEVER ROAD INSURER B: Insurance Company of the State of PA 19429 SUITE#300 INSURER c: ILLINOIS NATIONAL INS.CO.* LAWRENCEVILLE GA 30043 INSURER D: *AIG-NEW YORK INSURER E: Chartis Specialty Insurance Company 26883 INSURER F: COVERAGES AIRINO1 YE CERTIFICATE NUMBER: 12076392 REVISION NUMBER: XXX)CXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADOL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY1(MMIDDIYYYYI LIMITS B GENERAL LIABILITY Y N GL4807589 12/17/2011 12/17/2012 EACH OCCURRENCE _$ 2,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea RENTED $ 2,000,000 _ CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 X CONTRACTUAL LIAB. PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 10,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 5,000,000 -1 POLICY X JECT LOC $ B AUTOMOBILE LIABILITY N N CA6505654(AOS) 12/17/2011 12/17/2012 (Ea acccidentSINGLE LIMIT $ 2,000,000 B X ANY AUTO CA6505652 MA) 12/17/2011 12/17/2012 BODILY INJURY Per person) XXXXXXX B CA6505653 VA) 12/17/2011 12/17/2012 ( p ) ALL OWNED SCHEDULED AUTOS _AUTOS BODILY INJURY(Per accident $ XDCOCOCX NON-OWNED PROPERTY DAMAGE HIRED AUTOS _AUTOS (Per accident) $ XXXxXXX $ XXC A X UMBRELLA LIAB X OCCUR N N 25030597 12/17/2011 12/17/2012 EACH OCCURRENCE $ 10,000.000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ $ ••• BWORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY N WC159I799 CA) 12/17/2011 12/17/2012 X TORY LIMITS FR B ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N WC 1591798 AZ,ID,MD,VA) 12/17/2011 12/17/2012 E.L.EACH ACCIDENT B OFFICER/MEMBER EXCLUDED? N N/A WC 1591800 AOS 12/17/2011 12/17/2012 $ 1.000,000 C (Mandatory in NH) WC1591801 IL,M�,MN,NY,UT) 12/17/2011 12/17/2012 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe untler DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY UNIT 5 1,000,000 E POLLUTION LEGAL N N PLC6145088 6/30/2011 6/30/2016 LIMIT$5,000,000 AGGREGATE LIABILITY (POLICY IS CLAIMS MADE) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES((Attach ACORD 101,Additional Remarks Schedule,if more space is required) RE: FOR ANY AND ALL WORK PERFORMED ON BEHALF OF COLI.IFR COUNTY. COLLIER COUNTY GOVERNMENT IS INCLUDED AS AN ADDITIONAL INSURED WHERE REQUIRED BY WRITTEN CONTRACT, BUT ONLY IN ACCORDANCE WITH POLICY TERMS, CONDITIONS,AND EXCLUSIONS. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12076392 AUTHORIZED REPRESENTATIVE COLLIER COUNTY GOVERNMENT ATTN:BRENDA REAVES 3327 TAMIAMI TRAIL EAST NAPLES,FL I ACORD 25(2010/05) © 988-2010 AC D ORPORATION.All rights reserved The ACORD name and logo are registered marks of ACORD Project Manager:Dale Waller EXHIBIT A Notices Sent:313 Date Posted:2/29/12(7/11/12 for 12-5845R) BID TABULATION 1 IF Packages Bids DownReceiloadveed:d:53 25 Date Opened:3/28/12(8/8/12 for 12-5845R) 12-5845/12-5845R COUNTYWIDE CHEMICALS Item " , Unit of Number Company Name Product Description • Price Award"measure . 1 Tanner Industries,Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty Products,Inc W-1 Ammonia lbs $0.6900 Secondary 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 3 Brenntag Mid South W-3 Chlorine lbs $0.2295 Secondary 4 American Water Chemicals,Inc. W-4 Corrosion Inhibitor(ortho-polyphosphate) lbs $0.4100 Primary •4 F2 Industries,LLC W-4 Corrosion Inhibitor(ortho-polyphosphate) lbs $0.4300 Secondary 4 Carus Corporation W-4 Corrosion Inhibitor(ortho-polyphosphate) lbs $0.4300 Secondary 5 Thatcher Chemical of Florida W-5 Fluoride(Sodium Fluorsilicate) lbs $0.4500 Primary 5 The Dumont Company,Inc. W-5 Fluoride(Sodium Fluorsilicate) lbs $0.4900 Secondary 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 7 The Dumont Company,Inc. W-7 Liquid PO4 lbs $0.5300 Primary 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company,Inc. W-8 Muriatic Acid lbs $0.3100 Primary 8 Harcros Chemicals,Inc W-8 Muriatic Acid lbs $03200 Secondary 9 American Water Chemicals,Inc. W-9 Scale Inhibitor lbs $0.6900 Primary 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals,Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading Company,Inc. W-12 Sulfuric Acid lbs $0.0630 Primary 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals,Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical Corporation WW-2 Phosphoric Acid gal $13.2700 Secondary 16 Harcros Chemicals,Inc WW-3 25%Sodium Hydroxide Solution gal $1.3300 Primary 17 F2 Industries,LLC W/WW-1 Calcium Hypochlorite lbs $1.1600 Primary 17 Thatcher Chemical of Florida W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary 18 Odyssey Manufacturing Company W/WW-2 Sodium Hypochlorite al g $0.6400 Primary 19 Davis Supply,Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company,Inc. PR-1 Chlorine gal 51.1500 Secondary 20 Harcros Chemicals,Inc PR-2 (Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company,Inc. PR-2 Sodium Bicarbonate lbs $0.3600 Secondary 21 Harcros Chemicals,Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 Airgas National Carbonation PR-4 CO2 lbs $0Z300 Primary 23 Thatcher Chemical of Florida PR-5 Calcium Chloride lbs $0.3300 Primary 23 Harcros Chemicals,Inc PR-5 Calcium Chloride lbs 50.3700 Secondary, 24 Chemrite PR-6 Cal-Hypo(100%Chlorine) lbs 51.2200 Primary 24 The Dumont Company,Inc. PR=6 Cal-Hypo(100%Chlorine) lbs $1.4000 Secondary 25 The Dumont Company,Inc. WW-5 Soybean Oil Degreaser gal 510.9500 Primary 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary Opened By:Nicole Parker Witnessed By:Brenda Reaves ORIGINAL DOCUMENTS CHECKLIST & ROUTING III F TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper.Attach to original document.Original documents should be hand delivered to the Board Office.The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines#1 through#4 as appropriate for additional signatures,dates,and/or information needed.If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#4,complete the checklist,and forward to Ian Mitchell(line#5). Route to Addressee(s) Office Initials Date (List in routing order) 1. 2. 3. 4. Seett R.'Ftw,lr,Esq. - County Attorney Office Fmily g • in, 6-5 5. BCC Office Board of County Commissioners , 1 \tv 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval.Normally the primary contact is the person who created/prepared the executive summary.Primary contact information is needed in the event one of the addressees above,including Ian Mitchell,need to contact staff for additional or missing information.All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item.) Name of Primary Staff Brenda Reaves Phone Number 252-6020 Contact Agenda Date Item was October 23,2012 Agenda Item Number 11.F Approved by the BCC Type of Document Countywide Chemicals Agreement Number of Original 2 Attached S\ 4-cv; - � � Documents Attached INSTRUCTIONS&CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Original document has been signed/initialed for legal sufficiency.(All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions,etc. signed by the County Attorney's Office and signature pages from contracts,agreements,etc.that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials.) 2. All handwritten strike-through and revisions have been initialed by the County Attorney's Office and all other parties except the BCC Chairman and the Clerk to the Board N// 3. The Chairman's signature line date has been entered as the date of BCC approval of the document or the final negotiated contract date whichever is applicable. 4. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. 5. In most cases(some contracts are an exception),the original document and this routing slip should be provided to Ian Mitchell in the BCC office within 24 hours of BCC approval. 0/A Some documents are time sensitive and require forwarding to Tallahassee within a certain I/ time frame or the BCC's actions are nullified.Be aware of your deadlines! 6. The document was approved by the BCC on/,fz3/fa.. (enter date)and all changes made during the meeting have been incorporated in the attached document.The County Attorney's Office has reviewed the changes,if applicable. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05,Revised 9.18.09 1 F 4 „ Purchasing Department ier County 3327 Tamiami Trail East Naples, Florida 34112 Atiministratkoe Services Division Telephone: (239)252-6020 Purchasing FAX:(239)252-6592 Email: BrendaReavesfa,colliergov.net www.colliergov.net/purchasinq Memorandum FECE_WED Date: November 19, 2012 OV 1 2012 From: Brenda Reaves—Contract/Purchasing Technician— For Nicole Parker RISK MA .A,EMEN. To: Ray Carter, Risk Manager Subject: Contract 12-5845 "Countywide Chemicals" The County is in the process of executing this contract with: Airgas Specialty, Inc. Please review the Insurance Certificate(s) and Bid Bonds for the referenced Contract. • If the insurance is not in order please contact the vendor/insurance company to obtain a proper certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. • If the insurance is in order please acknowledge your approval and send to the County Attorney's office via the attached Request for Legal Services. If you have any questions, ,lease contact me at the v ferenced information. •- :• oved By: Risk ■ anage 'ent Signature Date (Please route to County Attorney via attached Request for Legal Services) G/Acquisitions/AgentFormsand Letters/RiskMgmtReviewoflnsu rance4/15/2010/16/09 11F 1 MEMORANDUM Date: December 14, 2012 To: Brenda Reaves, Purchasing Technician Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #12-5845 & #12-5845R "Countywide Chemicals" required for potable water, wastewater, and irrigation quality water treatments Contractor: Airgas Specialty Products, Inc. Attached for your records is an original copy of the contract referenced above, (Item #11F) approved by the Board of County Commissioners October 23, 2012. The second original will be held on file in the Minutes and Record's Department for the Board's Official Record. If you have any questions, please contact me at 252-8406. Thank you. Attachment AGREEMENT12-5845 NOV 11 F RISK MANAGEMENT for Countywide Chemicals THIS AGREEMENT, made and entered into on this day of OCIZ be.Ir 2012 by and between Airgas Specialty Products, Inc. authorized to do business in the State of Florida, whose business address is 2530 Sever Road, Suite 300, Lawrenceville, Georgia 30043 hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida,Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on ott.a31 AM a, and terminating on Ocl. a k3 The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845 and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of l0 1 Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Airgas Specialty Products 2530 Sever Road, Suite 300 Lawrenceville, GA 30043 Telephone: (800) 295-2225; Fax: (678) 985-7331 E-mail: Stephen.tullis @airgas.com Attention: Stephen Tullis,Manager Contracts All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing &General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 10 11F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 10 1 F B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Vendor shall also notify County, in a like manner, within twenty-four (24) hours after receipt of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Vendor from its insurer, and nothing contained herein shall relieve Vendor of this requirement to provide notice. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner Page 4 of 10 11 4. with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845 Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good Page 5 of 10 lIE faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. Page 6 of 10 HF 26. FORCE MAJEURE: Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to,failure of normal supply sources, hostility, terrorism,revolution, civil commotion, strike, epidemic,fire,flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Section is beyond the control and without the fault or negligence of the party seeking relief under this Section. * * * * * Page 7 of 10 111: IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY,FLORIDA Dwight rf k,.Clerk of Courts . i -® P-C. . By ■ , , Datec�t I � i Coyle, -— By_ $, ��"�"��� Fred,W`. Chairman I . ii `ammo*• V1 Airgas Specialty Products, Inc. Vendor �_ By: �� F''st Witness ature — c_ 4cc7 —7C-0(//'-3- TType/print wi ess nameT c.-:_\'41),, ' J-' -- €co d Witness Typed signature and title Vr;An O. (o hrc 0 TType/print witness nameT Approved as to form and legal sufficiency: —l...._` A 'i41' Assistant S I unty Attorney � 1V''Z3- En " I y R. Mar\ Recd 1"2/1-7,1 Print Name ep Page 8 of 10 ---- ...1 AC °° CERTIFICATE OF LIABILITY INSURANCE12/17/2012 DATE(MM/2012) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies,LLC-1 Kansas City NAME: 444 W.47th Street,Suite 900 PHONE FAX Kansas City MO 64112-1906 E-MAIL uc,No,Ext): (A/c,No): (816)960-9000 ADSS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: National Union Fire Ins Co Pittsburgh PA 19445 INSURED AIRGAS SPECIALTY PRODUCTS,INC INSURER B: Insurance Company of the State of PA 19429 1075036 2530 SEVER RD INSURER c: ILLINOIS NATIONAL INS.CO.* SUITE#300 LAWRENCEVILLE GA 30043 INSURER D: *AIG-NEW YORK INSURER E: Chartis Specialty Insurance Company 26883 INSURER F: COVERAGES AMINO YE CERTIFICATE NUMBER: 12075456 REVISION NUMBER: XXXXXXX ' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADOL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM(DD/YYYY)(MMIDD/YYYY) LIMITS B GENERAL LIABILITY y N GL4807589 12/17/2011 12/17/2012 EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE (ERENTED nce) $ 2,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 _ X CONTRACTUAL LIAB. PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 10,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 5,000,000 7 POLICY J778-F I Ti I LOC $ B AUTOMOBILE LIABILITY N N CA6505654 AOS) 12/17/2011 12/17/2012 (Eo aBBINEeDtSINGLE LIMIT $ 2,000,000 B Ni. ANY AUTO CA6505652 MA) 12/17/2011 12/17/2012 B CA6505653 VA 12/17/2011 12/17/2012 BODILY INJURY(Per person) $ XXXXXXX ALL OWNED -SCHEDULED ) (Per _ XXXXXXX AUTOS AUTOS BODILY INJURY Per accident'$ HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ - (Per accident) _ XXXXXXX_ $ XXXXXXX A X UMBRELLA LIAB X OCCUR N N 25030597 12/17/2011 12/17/2012 EACH OCCURRENCE 5 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED I RETENTION$ $ XXXXXXX WORKERS COMPENSATION _ B AND EMPLOYERS'LIABILITY Y/N N WC 1591799 CA) 12/17/2011 12/17/2012 X TORY LIMITS I°FR B ANY PROPRIETOwPARTNERExECUrIVE WC1591798 AZ,ID,MD,VA) 12/17/2011 12/17/2012 $ 1 000 000 B OFFICER/MEMBER EXCLUDED? N N/A WC1591800 AOS) 12/17/2011 12/17/2012 E.L.EACH ACCIDENT C (Mandatory in NH) WC1591801 IL„MN,NY,UT) 12/17/2011 12/17/2012 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 E POLLUTION LEGAL N N PLC6145088 6/30/2011 6/30/2016 LIMIT S5,000,000 AGGREGATE LIABILITY (POLICY IS CLAIMS MADE) DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES((Attach ACORD 101,Additional Remarks Schedule,if more space is required) THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER,APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S)REFERENCED. COLLIER COUNTY IS INCLUDED AS AN ADDITIONAL INSURED WHERE REQUIRED BY WRITTEN CONTRACT, BUT ONLY IN ACCORDANCE WITH POLICY TERMS,CONDITIONS,AND EXCLUSIONS. • CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12075456 AUTHORIZED REPRESENTATIVE COLLIER COUNTY ATTN:NICOLE PARKER 3327 TAMIAMI TRAIL EAST NAPLES,FL 34112 itIVIS I ACORD 25(2010/05) © 9 8-2010 AC frATION.All rights reserved The ACORD name and logo are registered marks of ACORD °roject Manager:Dale Waller EXHIBIT A Notices Sent:313 Date Posted:2/29/12(7/11/12 for 12-5845R) BID TABULATION Packages Downloaded:53 Date Opened:3/28/12(8/8/12 for 12-5845R) 12-5845/12-5845R COUNTYWIDE CHEMICALS Bids Received:25 Item ,Unit of compari Name' Product . Description - I Priced Awardee Number! :: ll ., ?Measure:.! ..: 1 Tanner Industries,Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty Products,Inc W-1 Ammonia lbs $0.6900 Secondary 2 - Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1435 Primary 3 Brenntag Mid South W-3 Chlorine lbs 50.2295 Secondary 4 American Water Chemicals,Inc. W-4 Corrosion Inhibitor(ortho-polyphosphate) lbs $0.4100 Primary 4 P2 Industries,LLC W-4 Corrosion Inhibitor(ortho-polyphosphate) lbs $0.4300 Secondary 4 Carus Corporation W-4 Corrosion Inhibitor(ortho-polyphosphate) lbs $0.4300 Secondary 5 Thatcher Chemical of Florida W-5 Fluoride(Sodium Fluorsilicate) . lbs $0.4500 Primary 5 The Dumont Company,Inc. W-5 Fluoride(Sodium Fluorsilicate) lbs $0.4900 Secondary 6 Lhoist North America W-6 Lime . lbs:..:.:.. ..:_. ..,,.., ..... _.. . $0.1400 Primary 7 The Dumont Company,Inc. W-7 Liquid PO4 lbs _ $03300 Primary 7 Carus Corporation W-7 Liquid PO4 lbs $03500 Secondary 8 The Dumont Company,Inc. W-8 Muriatic Acid lbs $03100 Primary 8 Harcros Chemicals,Inc W-8 Muriatic Acid lbs $03200 Secondary 9 American Water Chemicals,Inc. W-9 Scale Inhibitor lbs $0.6900 Primary 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs 52.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals,Inc W-11 50%Sodium Hydroxide lbs 50.1800 Secondary 12 . Sulfuric Acid Trading Company,Inc. W-12 Sulfuric Acid lbs $0.0630 Primary 12 Key Chemical W-12 Sulfuric Acid lbs 50.1500 Secondary 13 Polydyne W-13 Polymer lbs 51.4000 Primary 13 BASF Corporation W-13 Polymer lbs ....., $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals,Inc WW-2 Phosphoric Acid gal Primary $12.7500 15 Shannon Chemical Corporation WW-2 Phosphoric Acid gal $13.2700 Secondary 16 Harcros Chemicals,Inc I WW-3 25%Sodium Hydroxide Solution gal $13300 Primary 17 F2 Industries,LLC W/WW-1 Calcium Hypochlorite lbs 51.1600 Primary 17 Thatcher Chemical of Florida W/WW-1 Calcium Hypochlorite lbs $1.2100 Secondary .............. .. ............_..._....._.. . 18 Odyssey Manufacturing Company W/WW-2 Sodium H ypochlorite gal $0.6400 Primary 19 Davis Supply,Inc. PR-1 Chlorine gal 51.1000 Primary 19 The Dumont Company,Inc. PR-1 (Chlorine gal 51.1500 Secondary 20 Harcros Chemicals,Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company,Inc. PR-2 Sodium Bicarbonate lbs $03600 Secondary 21 Harcros Chemicals,Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 Airgas National Carbonation PR-4 CO2 lbs 50.2300... . : Primary a 23 Thatcher Chemical of Florida PR-5 Calcium Chloride lbs $03300 Primary 23 Harcros Chemicals,Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 Cal-Hypo(100%Chlorine) lbs 51.2200 Primary 24 The Dumont Company,Inc. PI-46 Cal-Hypo(100%Chlorine) lbs 51.4000 Secondary 25 The Dumont Company,Inc. WW-5 Soybean Oil Degreaser gal 1 $10.9500 Primary 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary Opened By:Nicole Parker Witnessed By:Brenda Reaves ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP F ; TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Routed by Purchasing Department to Office Initials Date the Following Addressee(s)(In routing order) 1. Risk Management Risk IP j yl y 2. County Attorney Office County Attorney 9"41r:Vt 51 41 3. BCC Office Board of County 3�Co� l3 Commissioners 4. Minutes and Records Clerk of Court's Office 5. Return to Purchasing Department Purchasing Contact: Diana DeLeon PRIMARY CONTACT INFORMATION Name of Primary Diana DeLeon for Nicole Parker, February Phone Number 252-8375 Purchasing Staff 22,2013 Contact and Date Agenda Date Item was October 23,2012 Agenda Item Number 11.F Approved by the BCC Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 12-5845R Airgas number if document is Number/Vendor Name National Carbonation to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark."N/A"'in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? --99N 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name; Agency;Address; Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed ��{1 by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's � II Office and all other parties except the BCC Chairman and the Clerk to the Board {V 1PC 5. The Chairman's signature line date has been entered as the date of BCC approval of the document or the final negotiated contract date whichever is applicable. �^ 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. VC7P 7. In most cases(some contracts are an exception),an electronic copy of the document and this routing slip should be provided to the County Attorney's Office before the item is `� input into SIRE. N 8. The document was approved by the BCC on the date above and all changes made during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC, all changes directed by the BCC have been made,and the document is ready for th Chairman's signature. MEMORANDUM 1 1 F Date: March 6, 2013 To: Diana De Leon, Contract Technician Purchasing Department From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #12-5845R "Countywide Chemicals" Contractor: Airgas National Carbonation, Inc. Attached, is an original of the contract referenced above (Item #11F), approved by the Board of County Commissioners on Tuesday, October 23, 2012. The original will be held on file with the Minutes and Record's Department in the Board's Official Records. If you have any questions, please contact me at 252-8411. Thank you. Attachment Airgas Interoffice Memo National Weldert' Airgas National Welders P.0.Box 31007 Charlotte,NC 28231 ((704)644-3208 Fax:(704)342-0260 To Whom it May Concern From Steve Marinelli Date: 2-13-2013 Subject: Turner- Delegation of Authority This letter serves notice that I, Steve Marinelli, President of Airgas National Welders,delegates to Michael Turner,Viet;President and General Manager of Airgas National Carbonation,authority to execute and deliver,proposals,contracts and agreements with values up to$50,000 for the performance of professional services in the name of and on behalf of Airgas National Carbonation. This notice is execui d on this 13th day of February, 2013. ► !I t Steve Marinelli President,Airgas National Welders F AGREEMENT12-5845R R b`; f for . t. -: Countywide Chemicals THIS AGREEMENT, made and entered into on this 3r-d day of Oc h b ter- 2013,by and between National Welders Supply Company, Inc. d/b/a Airgas National Carbonation, Inc. authorized to do business in the State of Florida, whose business address is 3101 Stafford Drive, Charlotte, NC hereinafter called the "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a one (1) year period, commencing on Off- 2 2o() and terminating on Cd-zz(�� 3. The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide the awarded chemical(s) on a Primary/Secondary basis as identified in Schedule A, attached herein and incorporated by reference. Chemicals will be provided in accordance with the terms and conditions of ITB 12-5845R, Schedule B Supplemental Terms and Conditions and the Vendor's submittal referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price. The contract shall be fixed pricing for a six (6) month period of time for each chemical awarded. The County reserves the right to establish a longer fixed schedule (greater than 6 months) with the awarded supplier(s). Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Page 1 of 9 11 F Any county agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: National Welders Supply Company, Inc. d\b\a Airgas National Carbonation 3101 Stafford Drive Charlotte, NC 28208 Telephone: (800) 772-8144; Fax: (704) 509-0119 E-mail: ken.denning @airgas.com Attention: Ken Denning, CO2 Sales Representative All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing &General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. Page 2 of 9 11F 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $2,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3 of 9 lip i B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Pollution Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence for Bodily Injury Liability and Property Damage Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Vendor shall also notify County, in a like manner, within twenty-four (24) hours after receipt of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Vendor from its insurer, and nothing contained herein shall relieve Vendor of this requirement to provide notice. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Division of Public Utilities Water and Wastewater departments, in conjunction with the Division of Public Services Parks and Recreation department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner Page 4 of 9 F with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Submittal, Insurance Certificate, ITB #12-5845R Specifications/Scope of Services, two (2) Addenda, and Schedule A. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good Page 5 of 9 faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. PERSONNEL: The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. The Vendor shall employ people who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Vendor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on this County contract is not in the best interest of the County. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Agreement shall take precedence over the terms of all other Contract Documents except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Vendor at Owner's discretion. 25. ASSIGNMENT: Vendor shall not assign this Agreement, or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. Page 6 of 9 1 1 F IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwig t E. Brock, Clerk of Courts lik. ' -, L. By: Da es.' a Fred W. Coyle, Chairman AtestacsF44- ;; nC 4 . G d,t, National Welders Supply Company, Inc. d/b/a Airgas National Carbonation Vendor 9,41.4"._ 1 By: M First Witness Signature ii/ri/CE d R ype/print w•tress nameT Second Witness Typed signature and title --7-D 72 . TType/print witness namet Approved as to form and le sufficiency:pi„.......,,, ,......... AssiFitartt County Attorney :L.:.;Hi-v 3 to a3 1a SC o.,l { .<< l._. Print Name -�-2j. Page 7 of 9 .,—— --------- 1 1. Fe Schedule A 12-5845 Countywide Chemicals item Company Name Product Description Number Unit of Price Awardee Measure 1 Tanner Industries, Inc. W-1 Ammonia lbs $0.6500 Primary 1 Airgas Specialty W-1. Ammonia lbs $0.6900 Secondary Products, Inc 2 Airgas Carbonic W-2 Carbon Dioxide ton $215.0000 Primary 3 Allied Universal Corp W-3 Chlorine lbs $0.1935 Primary 3 Brenntag Mid South W-3 Chlorine lbs $0.2295 Secondary 4 American Water W-4 Corrosion Inhibitor lbs $0.4100 Primary Chemicals, Inc. (ortho-polyphosphate) 4 F2 Industries, LLC W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 4 Carus Corporation W-4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho-polyphosphate) 5 Thatcher Chemical of W-5 Fluoride (Sodium lbs $0.4500 Primary Florida Fluorsilicate) 5 The Dumont Company, W-5 Fluoride (Sodium lbs $0.4900 Secondary Inc. Fluorsilicate) 6 Lhoist North America W-6 Lime lbs $0.1400 Primary 6 Carmeuse W-6 Lime lbs $0.1500 Secondary 7 The Dumont Company, W-7 Liquid PO4 lbs $0.5300 Primary Inc. 7 Carus Corporation W-7 Liquid PO4 lbs $0.5500 Secondary 8 The Dumont Company, W-8 Muriatic Acid lbs $0.3100 Primary Inc. 8 Harcros Chemicals, Inc W-8 Muriatic Acid lbs $0.3200 Secondary 9 American Water W-9 Scale Inhibitor lbs $0.6900 Primary Chemicals, Inc. 10 Polydyne W-10 Sludge Polymer lbs $1.4000 Primary 10 BASF Corporation W-10 Sludge Polymer lbs $2.2300 Secondary 11 Key Chemical W-11 50%Sodium Hydroxide lbs $0.1500 Primary 11 Harcros Chemicals, Inc W-11 50%Sodium Hydroxide lbs $0.1800 Secondary 12 Sulfuric Acid Trading W-12 Sulfuric Acid lbs $0.0630 Primary Company, Inc. 12 Key Chemical W-12 Sulfuric Acid lbs $0.1500 Secondary 13 Polydyne W-13 Polymer lbs $1.4000 Primary 13 BASF Corporation W-13 Polymer lbs $2.2300 Secondary 14 Polydyne WW-1 Emulsion Polymer lbs $1.0500 Primary 14 BASF Corporation WW-1 Emulsion Polymer lbs $1.1500 Secondary 15 Harcros Chemicals, Inc WW-2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical WW-2 Phosphoric Acid gal $13.2700 Secondary Corporation 16 Harcros Chemicals, Inc WW-3 25%Sodium Hydroxide gal $1.3300 Primary Page 8 of 9 hF Solution 17 F2 Industries, LLC W/WW- Calcium Hypochlorite lbs $1.1600 Primary 1 17 Thatcher Chemical of W/WW- Calcium Hypochlorite lbs $1.2100 Secondary Florida 1 18 Odyssey Manufacturing W/WW- Sodium Hypochlorite gal $0.6400 Primary Company 2 19 Davis Supply, Inc. PR-1 Chlorine gal $1.1000 Primary 19 The Dumont Company, PR-1 Chlorine gal $1.1500 Secondary Inc. 20 Harcros Chemicals, Inc PR-2 Sodium Bicarbonate lbs $0.3500 Primary 20 The Dumont Company, PR-2 Sodium Bicarbonate lbs $0.3600 Secondary Inc. 21 Harcros Chemicals, Inc PR-3 Muriatic Acid gal $2.9000 Primary 22 Airgas National PR-4 CO2 lbs $0.2300 Primary Carbonation 23 Thatcher Chemical of PR-5 Calcium Chloride lbs $0.3300 Primary Florida 23 Harcros Chemicals, Inc PR-5 Calcium Chloride lbs $0.3700 Secondary 24 Chemrite PR-6 Cal-Hypo (100% lbs $1.2200 Primary Chlorine) 24 The Dumont Company, PR-6 Cal-Hypo (100% lbs $1.4000 Secondary Inc. Chlorine) 25 The Dumont Company, WW-5 Soybean Oil Degreaser gal $10.9500 Primary Inc. 25 Fog Free Technologies WW-5 Soybean Oil Degreaser gal $15.7500 Secondary Page 9 of 9 i 1 F AID RCI CERTIFICATE OF LIABILITY INSURANCEI2/17/2013 DATE(M/201�) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC-1 Kansas City CONTACT 444 W.47th Street,Suite 900 PH NN FAX ,Ext): (A/C,No): Kansas City MO 64112-1906 E-MAIL (816)960-9000 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: National Union Fire Ins Co Pittsburgh PA 19445 INSURED AIRGAS NATIONAL WELDERS SUPPLY COMPANY,INC. INSURER B: Insurance Company of the State of PA 19429 1075036 PO BOX 31007 INSURER c: ILLINOIS NATIONAL INS.CO.* CHARLOTTE, NC 28231 INSURER D: *AIG-NEW YORK INSURER E: Chards Specialty Insurance Company 26883 INSURER F: COVERAGES AIRIN01 CERTIFICATE NUMBER: 12188709 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ,4NSR SUBR (MM/DDS)IMM/DD//YYYY) NS TYPE OF INSURANCE POLICY NUMBER LIMITS B GENERAL LIABILITY Y N GL4807589 12/17/2012 12/17/2013 EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea RENTED $ 2,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 X CONTRACTUAL LIAB. PERSONAL BADV INJURY $ 2,000,000 _ GENERAL AGGREGATE $ 10,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 5,000,000 7 POLICY I C I JE8r LOC $ B AUTOMOBILE LIABILITY N N CA6505654((AOS) 12/17/2012 12/17/2013 ICOMBINED cdtSINGLE LIMIT $ 2,000,000 B X ANY AUTO CA6505652(MA) 12/17/2012 12/17/2013 BODILY INJURY(Per person) $ XXXXXXX B CA6505653(VA) 12/17/2012 12/172013 ALL OWNED SCHEDULED BODILY INJURY(Per accident $ AUTOS _AUTOS ( XXXXXXX NON-OWNED PROPERTY DAMAGE $ XXXXXXX HIRED AUTOS AUTOS (Per accident) $ XXXXXXX A X UMBRELLA LIAR X OCCUR N N 13273461 12/17/2012 12/17/2013 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ $ XXXOQQXX WORKERS COMPENSATION WC STATU- OTH- B AND EMPLOYERS'LIABILITY N WC1591799((CA) 12/17/2012 12/17/2013 X TORY LIMITS FR B ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N WC1591798 AZ,ID,MD,VA) 12/17/2012 12/17/2013 E.L.EACH ACCIDENT B OFFICER/MEMBEREXCLUDED7 N NIA WC1591800((AOS)) 12/17/2012 12/17/2013 $ 1^000^000 C (Mandatory in NHI WCI591801(IL,MI,MN,NY,UT) 12/17/2012 12/17/2013 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 E POLLUTION LEGAL N N PLC6145088 6/30/2011 6/30/2016 LIMIT$5,000,000 AGGREGATE LIABILITY (POLICY IS CLAIMS MADE) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/(Attach ACORD 101,Additional Remarks Schedule,if more space is required) RE: CONTRACT#12-5845R,COUNTYWIDE CHEMICALS. COLLIER COUNTY IS INCLUDED AS AN ADDITIONAL INSURED WHERE REQUIRED BY WRITTEN CONTRACT,BUT ONLY IN ACCORDANCE WITH POLICY TERMS,CONDITIONS,AND EXCLUSIONS. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12188709 AUTHORIZED REPRESENTATIVE COLLIER COUNTY ATTN:PURCHASING DEPARTMENT 3327 TAMIAMI TRAIL EAST NAPLES,FL 34112-4901 e5tV1° ACORD 25(2010/05) © 9 8-2010 AC ORPORATION.All rights reserved The ACORD name and logo are registered marks of ACORD