#12-5845R (Polydyne, Inc.) AGREEMENT 12-5845
for
Countywide Chemicals
THIS AGREEMENT, made and entered into on this ;aJ day of c4. 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
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23,2 c+z , and terminating on CDf 22., zc,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.
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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.
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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.
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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.
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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
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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.
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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.`B oc C,Clerk of Co its
P
By:‘----4-(--9,—LNi C-tt( ..
Da eo: t t, a- p— Fred W. Coyle, Chairman
ittirlii4 tt'.il trod*
Polydyne, Inc.
Ven,.
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By: II i
Fir7R■tness / Signature
Mark Schlag, Assistant Secretary
TType/print witnes namet
/(e' James 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:
Assistant ounty Ati'brney
'Emily k . Wcpi iq
Print Name
Page 7 of 10
Schedule A
Bid Tabulation 12-5845 Countywide Chemicals
Item Unit.of
Number 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
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
A�°R°® 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
NAME:
Fax No.: (212)488-0220 PHONE FAX
(AC,No,Exty (AC,Kb):
Frenkel&Company E-MAIL
ADDRESS:
350 Hudson Street—4th Floor PRODUCER
New York, NY 10014iONB2D"
INSURER(S)AFFORDING COVERAGE NAIC a
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 D: Commerce&Industry Insurance Company 19410
Riceboro GA 31323 INSURERS:
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.
INSH- ADDL BURR
LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER r POLICY n rMOLICE rrXPY) DMRS
A
GENERAL LIABILITY X EG14362834 12/31/2011 12/31/2012 EACH OCCURRENCE $ 1,000,000
DAMAGE TO RENTED $ 500,000
X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence)
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
X ANY AUTO (Ea accident)
ALL OWNED AUTOS
BODILY INJURY(Per person) $
SCHEDULED AUTOS BODILY INJURY(Per accident) $
X HIRED AUTOS PROPERTY DAMAGE $
(Per accident)
X NON-OWNED AUTOS $
$
B X UMBRELLA LIAB 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 STAI U- 01 H-
AND EMPLOYERS'LIABILITY YIN X TORY LIMITS ER
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000
OFFICER/MEMBER EXCLUDED? U N/A
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000
Ifyesdescribe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000
A POLLUTION LIABILITY EG14362834 12/31/2011 12/31/2012 LIMIT:$3,000,000
DECDUCTIBLE;$250,000
DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(Attach 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
AU ORIZE REV NTA !, . 14
I t '
1•:f 2 r r• ,CORD CORPORATION.All rights reserved.
ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD