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Addendum No. 1 to Contract No. 37-2013 - Sanitary - Chemtrade Chemicals
ORIGINAL ADDENDUM NO. 1 to Contract No. 37-2013 THIS ADDENDUM, (Addendum Number 1 to Contact No. 37-2013), with General Cli nical Performance Products LLC is made and entered into this 1( day of r , 2014, by and between the City of Richmond, Indiana, a municipal corporation acting through its Board of Sanitation Commissioners (hereinafter referred to as "City"), and Chemtrade Chemicals US LLC, 90 East Halsey Road, Parsippany, New Jersey 07054 (hereinafter referred to as "Contractor"). WHEREAS, City and Contractor entered into Contract No. 37-2013 on March 13, 2013, during which time Contractor was operating under the name of "General Chemical Performance Products LLC"; and WHEREAS, Contractor has recently gone through a name change from "General Chemical Performance Products LLC" to the name "Chemtrade Chemicals US LLC" as evidenced by a letter from Robert V. Marin, Chemtrade Chemicals US LLC, which letter is dated March 1, 2014, and is attached to this Addendum as Exhibit "A'; and WHEREAS, Contract No. 37-2013 states that any alterations, amendments, assignments, or delegation of rights or obligations under the Agreement between the parties shall be by a written instrument signed by both parties; and WHEREAS, City wislies to retain Contractor for the remainder of the term of the Contract which is to expire on March 31, 2016, with the understanding that Contractor will operate under its new name of "Chemtrade Chemicals US LLC." NOW, THEREFORE, in consideration of the mutual promises and covenants lierein contained, including the above stated recitals, City and Contractor hereby agree as follows: Tlie City and Contractor executed and entered into Contract No. 37-2013 dated March 13, 2013, which is attached hereto, marked as Exhibit "B" and incorporated herein by reference. 2. Both parties agree that Contract No. 37-2013 shall remain in full force and effect. Both parties agree that Contractor shall continue to ftilfill its obligations and duties listed within Contract No. 37-2013 and sliall continue to provide materials and services associated with that Contract until the Contract expires. 4. Both parties acknowledge that Contractor has submitted or will submit a New Vendor Information form to the City Purchasing Department. Addendum Number 1 to Contract No. 37-2013 Page I of 2 5. Both parties agree that with the exception of the name change, Contract No. 37- 2013 shall remain intact and unchanged. G. Both parties agree that any person executing this Contract in a representative capacity hereby warrants that lie or she has been duly authorized by his or her principal to execute this Contract. IN WITNESS WHEREOF, this Addendum No. 1 to Contract No. 37-2013 is executed and approved by the undersigned representatives of the City and Contractor this —LL day of 2014. "CITY" THE CITY OF RICHMOND, INDIANA by and through its Board of Sanitation Commissioners "CONTRACTOR" CHEMTRADE CHEMICALS US LLC By: By: Sue Miller, President By: Gil Klose, Member By: ►'�-.ux�� Greg i s Sti , Member Date: '^ Ji APPROVEW—�6d Sarah L. Hutton, Mayor Date: ��//7 /I (Printed): PARUL KACHHIA-PATEL Title: MARKETING SPECIALIST Date: MARCH 20, 2014 Page 2 of 2 xo (HEMTRADE March 1, 2014 General Chemical Performance Products LLC IS NOW Chemtrade Chemicals US LLC As previously notified, effective 3/1/14, General Chemical Performance Products LLC became Chemtrade Chemicals US LLC. PLEASE CHANGE THE NAME ONLY. The Remit to address and the electronic payment information have not changed. Enclosed is our W-8 with the new name. Chemtrade is a publicly traded company and is one of the North America's largest suppliers of sulfuric acid, water treatment chemicals, sodium hydrosulfite, and a host of other inorganic and specialty chemicals. We have operations at more than 60 sites in the United States, Canada and Europe, and are proud practitioners of Responsible Care®. We invite you learn more about Chemtrade at www.chemtradelogistics.com. We appreciate your business and commit to you that we will continue to provide the same high quality products and level of service that you have enjoyed in the past. If you have any questions regarding this notice, please contact me directly. Cordially, Robert V. Marin Phone: 973-515-3210 Fax: 973-515-1984 Email: rmarin(ub-chemtradelogistics.com JEXHIBIT _ PAGE _,_L_OF� AGREEMENT THIS AGREEMENT made and entered into this day of , 2013, by and referred to as Contract No. 37-2013 between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Sanitation Commissioners (hereinafter referred to as the "City") and General Chemical Performance Products LLC., 90 East Halsey Road, Parsippany, NJ 07054 (hereinafter referred to as the "Contractor"). SECTIONI. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor for the purchase and delivery of liquid Aluminum Sulfate to City's Wastewater Treatment Plant (WWTP) and transfer to the Sanitary District's bulk storage tanks. A Request for Quotes dated January 23, 2013 has been made available for inspection by Contractor, is on file in the office of the Department of Sanitation, and is hereby incorporated by reference and made a part of this Agreement. Contractor agrees to abide by the same. The response of Contractor to said Request for Quotes is attached hereto as Exhibit "A," which Exhibit is dated February G, 2013, consisting of four (4) pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor shall provide all items and services listed on Exhibit "A." Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. The Contractor shall furnish all labor, material, equipment, and services necessary for the proper completion of all work specified. No performance of services shall commence until the following has been met: 1. The City is in receipt of any required certificates of insurance and/or warranties; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2);ancl 3. A purchase order has been issued by the Purchasing Department. SECTION II. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. SECTION III. COMPENSATION City shall pay Contractor a sum not to exceed Pour Hundred Twenty -Nine Dollars and Ninety Cents ($429.90) per dry ton of liquid Aluminum Sulfate, delivered. Contract No. 37-2013 Page 1 of 6 1E`X�H��IBI�TPAGE —L-0F SECTION IV. TERM OF AGREEMENT This Agreement shall become effective April 1, 2013 and shall continue in effect until March 31, 2016. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely manner its obligations under this Agreement; b. submission of a report, other work product, or advice, whether oral or written, by the Contractor to the City that is incorrect, incomplete, or does not meet reasonable professional standards in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein. This Agreement may also be terminated by either the City or the Contractor, in whole or in part, by mutual Agreement setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coverage Limits A. Worker's Compensation & Statutory Disability Requirements B. Employer's Liability $100,000 C. Comprehensive General Liability Page 2 of 6 EXHIBIT r3 PAGE 0F Section 1. Bodily Injury Section 2. Property Damage D. Comprehensive Auto Liability Section 1. Bodily Injury Section 2. Property Damage $1,000,000 each occurrence $2,000,000 aggregate $1,000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $1,000,000 each occurrence E. Comprehensive Umbrella Liability $1,000,000 each occurrence $1,000,000 each aggregate SECTION V1. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages. Page 3 of 6 EXHIBIT -a- PAGE 3GF SECTION VIII. IRAN INVESTMENT ACTIVITIES Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22- 16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION IX. PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-140, Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terns, conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. B. Pursuant to Indiana Code 5-16-6-I, the Contractor agrees: 1. That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by the City and all money due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. Page 4 of 6 EXN181T �M- "� PAGE..�,OF� SECTION X. RELEASE OF LIABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. Any such delegation or assignment, without the prior written consent of the other party, shall be null and void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be binding upon the parties, their successors and assigns. This document constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in part at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties. By executing this Agreement the parties agree that this document supersedes any previous discussion, negotiation, or conversation relating to the subject matter contained herein. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to (lie commencement of legal proceedings in said Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other action in any alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to bring such suit in front of other tribunals or in other venues. Any person executing this Contract in a representative capacity hereby warrants that he/she has been duly authorized by his or her principal to execute this Contract. In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this Agreement, including but not limited to, City's reasonable attorney's fees. In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Page 5 of 6 EXHIBIT t3 PAGE _S OF W IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be affixed on different dates. "CITY" "CONTRACTOR" THE CITY OF RICHMOND, GENERAL CHEMICAL PERFORMANCE INDIANA by and through its PROD UC LLC. Board of Sanitation Commissioners By: Sue Miller, President Printed: (PARUL KAC'MA-PATEL Title: MARKETING SPECIALIST Gil Klose, Vice President Greg Stiens, Member Date: APPROVED: Sarah L. Hutton, Mayor Date: MARCH 20, 2014 Page 6 of 6 EXHIBIT PAGE W OP �, GENECHE-02 KPETERS CERTIFICATE OF LIABILITY INSURANCE F DAT/20/2DlY 320/2014 4 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 NAME: Rose &Kiernan, Inc. a/c°Nl o Ell: (518) 244-4245 4298 A/c No ; 518 244-4262 99 Troy Road E-MAIL ( ) East Greenbush, NY 12061 E-MAIL ADDRESS INSURED Chemtrade Chemicals US LLC 90 East Halsey Road Parsippany, NJ 07054 INSURER(S) AFFORDING COVERAGE NAIC i INSURER A: National Union Fire Insurance 19445 INSURER B:ACE Property & Casualty Ins CO 20699 INSURER c : New Hampshire Insurance 23841 INSURER D : INSURER E : INSURERF: COVERAGES CERTIFICATE NUMBER- RFVISIr1N NIIMRFR• 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. 117q TYPE OF INSURANCE ADOLSUBRIDY/YYrr POLICY NUMBER MMID EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx_1 OCCUR GL5094642 4/1/2013 5I1I2014 EACH OCCURRENCE $ 2,000,00 PREMISES Ea occurrence $ 2,000,00 MED EXP (Any one person) $ PERSONAL & ADV INJURY $ 2,000,00 GENERAL AGGREGATE $ 4,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO- LOC PRODUCTS - COMP/OP AGG $ 4,000,00 $ A AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS X NON -OWNED AUTOS CA5196406 4/1/2013 5/1/2014 COMEaaBINED SINGLE LIMIT ccident $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per aaident $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE G27046848 4/1/2013 5/1/2014 EACH OCCURRENCE $ 25,000,00 AGGREGATE $ 25,000,00 DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY N ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICERIMEMBER EXCLUDED? a (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A RENL OF WC033575560 4/1/2013 5/1/2014 X I WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 2,000,00 E.L. DISEASE - EA EMPLOYE $ 2,000,00 E.L. DISEASE - POLICY LIMIT 1 $ 2,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Re: For Supplying Liquid Aluminum Sulfate. City of Richmond Department of Sanitation 2380 Liberty Avenue Richmond, IN 47374 I.AI41.GL _1A I IVI`1 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 � �'/1h �. ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD ACORD' ilI.� AGENCY CUSTOMER ID: GENECHE-02 LOC #: ADDITIONAL REMARKS SCHEDULE KPETERS Page 1 of 1 AGENCY Rose &Kiernan, Inc. NAMED INSURED Chemtrade Chemicals US LLC 90 East Halsey Road Parsippany, NJ 07054 POLICY NUMBER SEE PAGE 1 CARRIER NAIL CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE: SEE PAGE 1 KtMAKKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: &CORD 25 FORM TITLE: Certificate of Liability Insurance Remarks: WC policies effective 4/1/13-5/1/14 Co "B" - Pol #33575557- California Co "B" - Pol #33575559- Florida Co "B" - Pol #33575560- AL, AR, CO, IN, MI, MS, NY, SC, TN, TX, VA Co "B" - Pol #33575561- Illinois Co "B" - Pol #33575562- Arizona & Georgia Co "B" - Pol #33575563- New Jersey & Pennsylvania ACORD 101 (2008/01) U 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD