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#12-5845 (BASF Corporation)A G R E E M E N T 12-5845 for Countywide Chemicals THIS AGREEMENT, made and entered into on this�j, day of U--i " i-- 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.f a3� 2-a C)-_, and terminating on C c4- z 2 F 20 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 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 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 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 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 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. ATTEST: Dwight E. Brock,.Clerk of Courts :A By: �. Dated: L �t9 woo. First Witness Jeanne M. Taylor TType/ print witness nameT Q2iLl f "CA;;) Second Witness Rebecca Duman TType/ print witness nameT Approved as to form and legal sufficiency: Assistant County Attorney Em'( I v K - Peps V1 Priht Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA I BASF Corporation Vendor By: / �a z Signature Page 7 of 9 Linda A. Muroski, Director of Water Solutions Typed signature and title Schedule A Bid Tabulation 12 -5845 Countywide Chemicals 1 Tanner Industries, Inc. W -1 Ammonia lbs $0.6500 Primary A'icgas Specialty Products, 1 W -1 Ammonia lbs $0.6900 Secondary 2 j 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, Inca (ortho - polyphosphate) 4 F2 Industries, LLC W -4 Corrosion Inhibitor Ibs $0.4300 Secondary (ortho - polyphosphate) 4 Carus Corporation W -4 Corrosion Inhibitor lbs $0.4300 Secondary (ortho - polyphosphate) Thatcher Chemical of Fluoride (Sodium 5 Florida W -5 Fluorsilicate) lbs $0.4500 Primary 5 The Dumont Company, Inc. W -5 Fluoride (Sodium lbs $0.4900 Secondary 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, 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 American Water 9 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 Sulfuric Acid Trading 12 Company, Inc. W -12 Sulfuric Acid lbs $0.0630 Primary Page 8 of 9 Schedule A Bid Tabulation 12 -5845 Countvwide Chemicals, 12 Key Chemical W' -12 Sulfuric Acid Ibs $0.1500 Secondary 13 Polydyne W -13 Polymer Ibs $1.4000 Primary 13 BASF Corporation W -13 Polymer Ibs $2.2300 Secondary 14 Polydyne WW -1 Emulsion Polymer Ibs $1.0500 Primary 14 BASF Corporation WW -1 Emulsion Polymer Ibs $1.1500 Secondary 15 Harcros Chemicals, Inc WW -2 Phosphoric Acid gal $12.7500 Primary 15 Shannon Chemical Corporation WW -2 Acid Phosphoric p g al $13.2700 Secondary 'Harcros Chemicals, Inc WW -3 25 %. Sodium Hydroxide Solution gal $1.3300 ` Primary 17 F2 Industries, LLC W /WW -1 Calcium Hypochlorite Ibs $1.1600 Primary 17 Thatcher Chemical of Florida W / WW -1 Calcium H ypochlorite Ibs $1.2100 Secondary 18 Odyssey Manufacturing Company W /WW -2 Sodium Hypochlorite gal $0.6400 Primary 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 Ibs ` $0.3600 Secondary 21 Harcros Chemicals, Inc PR -3 Muriatic Acid gal $2.9000 Primary 22 Airgas National Cabonation' PR -4 COZ Ibs $0:2300 Primary 23 Thatcher Chemical of Florida PR -5 Calcium Chloride Ibs $0.3300 Primary 23 Harcros Chemicals, Inc PR -5 Calcium Chloride Ibs $0.3700 Secondary 24 Chemrite PR -6 Cal -Hypo (100% ' Chlorine) Ibs $1:2200 Primary 24 The Dumont Company, Inc. PR -6 Cal; Hypo (100% Chlorine) Ibs $1.4000 Secondary 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 AC40ROr CERTIFICATE OF LIABILITY INSURANCE °"YYY) INSR LTR [DATE 302012 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 MARSH USA, INC. 445 SOUTH STREET MORRISTOWN, NJ 07960 -6454 Attn: Morristown .certrequest @Marsh.com /Fax: 212 - 948-0979 CONTACT NAME: PHONE Fax A/ N Ext : A/C No): E -MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # 100973- ALL - CAS -12 -13 INSURER A: ACE American Insurance Company 22667 INSURED BASF CORPORATION INSURER B: Indemnity Ins Co Of North America 43575 INSURER C: ATTN: LESLIE FOWLER 100 PARK AVENUE FLORHAM PARK, NJ 07932 INSURER D : INSURER E INSURER F: $ 5,000,000 MED EXP (Any one person) COVERAGES CERTIFICATE NUMBER: NYC - 0064111874 -01 RFVIQIr11J NIIMRC0•'1 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 LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY HDC G2 7010301 06/01 /2012 06/01/2013 EACH OCCURRENCE $ 5,000,000 COMMERCIAL GENERAL LIABILITY X CLAIMS -MADE F—I OCCUR PREMISES SES (Ea occurrence) re $ 5,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 5,000,000 GENERAL AGGREGATE $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY F7 PRO LOC PRODUCTS - COMP /OP AGG $ 5,000,000 $ A A AUTOMOBILE X LIABILITY ANY AUTO ISA HO 8708873 (AOS) CAL HO 8708897 (Hired I Non - Owned) 06/0112012 06/01/2012 06/0112013 06/01/2013 COEa aMBINED SINGLE LIMIT ccident 51000,000 BODILY INJURY (Per person) $ A ALL OWNED SCHEDULED AUTOS AUTOS CAL HO 8708885 (Classic Car) 06/01/2012 06101/2013 BODILY INJURY Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ $ UMBRELLA LIAB H,LcAc, OUR EACH OCCURRENCE $ EXCESS LIAR MS-MADE AGGREGATE $ DED RETENTION$ $ B A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER/MEMBER EXCLUDED? � (Mandatory in NH) It yes, describe under DESCRIPTION OF OPERATIONS below NIA WLR C4 6786701 (Deductible) SCFC4678666A(Retro) WLR C4 6786622 (AZ, CA, MA) 0610112012 06101/2012 06/0112012 06101/2013 06/01/2013 06/0112013 X WC STATU- OTH- TORY LIMITS I P. E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - FA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: CONTRACTIAGREEMENT # 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. COLLIER COUNTY ADMINISTRATIVE SERVICES DIVISION PURCHASING DEPARTMENT 3327 TAMIAMI TRAIL EAST NAPLES, FL 34112 -4901 l.A1V V CLLR I I V N SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. ManashiMukherjeeLd�aot+it�ru ,L U 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD