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#12-5845R (National Welders Supply Company, Inc. DBA Airgas National Carbonation) AGREEMENT12-5845R - for " $ Countywide Chemicals AISk �•":~ ` t, THIS AGREEMENT, made and entered into on this 3`.`t day of Oc fc to er 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 Oc - 2 zo t z, and terminating on OCf' 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 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 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. 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 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 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 Da q• Fred W. Coyle, Chairman .A-tVig pp l National Welders Supply Company, Inc. d/b/a Airgas National Carbonation Vendor 9,i_Lut._ By:B Me2TJ �. Y First Witness Signature ihneE T ype/print% tness nameT (7/21i t ∎ A Q.L ( ..ice i Second Witness Typed signature and title p.A A4 (ii'U✓ t e TType/print witness nameT Approved as to form and le sufficiency: As&istetitt County Attorney , A>tapN'i, 11_12_74 it, Print Name ; ;;, 54� •` P • age 7 of 9 Schedule A 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 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 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 ---"1 A�o�RfY CERTIFICATE OF LIABILITY INSURANCE12/17/2013 DATE(MM/013� Y) 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 PHONE FAX Kansas City MO 64112-1906 E-MANo,EXt): (A/C,No):IL (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: *MG-NEW YORK INSURER E: Challis 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYY)(MM/DD/YYYY) B GENERAL LIABILITY Y N GL4807589 12/17/2012 12/17/2013 EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ 2,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10.000 _ X CONTRACTUAL LIAR. PERSONAL&ADV INJURY $ 2 000,000 GENERAL AGGREGATE $ 10,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 5,000,000 - PRO POLICY X JECT 7 LOC $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT NT NT CA6505654(AOS) 12/17/2012 12/17/2013 (Ea accident) $ 2,000.000 B X ANY AUTO CA6505652 MA) 12/17/2012 12/17/2013 BODILY INJURY(Per person) $ XXXXXXX B ALL OWNED SCHEDULED CA6505653 VA) 12/17/2012 12/17/2013 AUTOS AUTOS BODILY INJURY(Per accident $ XO{){ ' ' ( HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) XXXXXXX $ XX3 �XXX 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$ $ ' )Q(X.X 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/MEMBER EXCLUDED? n N/A WC1591800 AOS)) 12/17/2012 12/17/2013 $ 1,000,000 C (Mandatory inNHl WC1591801 L,MT,MN,NY,UT) 12/17/2012 12/17/2013 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,descdbe 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 i ACORD 25(2010/05) © 9 8-2010 AC ORPORATION.All rights reserved The ACORD name and logo are registered marks of ACORD