HomeMy WebLinkAboutC2025-046 - 4/8/2025 - Approved so
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a� SUPPLY AGREEMENT NO. 6440
Liquid Ammonium Sulfate
�COnPORPSEo
1852
THIS Liquid Ammonium Sulfate Agreement ("Agreement") is entered into by and
between the City of Corpus Christi, a Texas home-rule municipal corporation ("City")
and Chemtrade Chemicals US, LLC ("Contractor"), effective upon execution by the
City Manager or the City Manager's designee ("City Manager").
WHEREAS, Contractor has agreed to provide Liquid Ammonium Sulfate in
accordance with the terms of this Agreement, which is necessary to preserve or
protect the public health or safety of the City's residents.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Liquid Ammonium Sulfate in accordance with the
attached Scope of Work, as shown in Attachment A, the content of which is
incorporated by reference into this Agreement as if fully set out here in its entirety.
"Goods," "products", and "supplies", as used in this Agreement, refer to and have
the same meaning.
2. Term. The initial Term of this Agreement is one year beginning on the date
provided in the Notice to Proceed ("NTP") from the Contract Administrator or the
City's Procurement Division. The parties may mutually extend the term of this
Agreement for up to two additional one-year periods ("Option Period(s)"),
provided, the parties do so in writing prior to the expiration of the original term or
the then-current Option Period.
3. Compensation and Payment. This Agreement is for an amount not to exceed
$620,532.00 for the initial term and for an amount not to exceed $820,532.00 for
the first Option Period and for an amount not to exceed $971,782.00 for the
second Option Period should the parties mutually exercise an Option Period,
subject to approved extensions and changes, for a combined potential amount
of up to $2,412,846.00. Payment will be made for goods delivered and accepted
by the City within 30 days of acceptance, subject to receipt of an acceptable
invoice. Any amount not expended during the initial term or any option period
may, at the City's discretion, be allocated for use in the next Option Period.
Pricing offer for bulk delivers, as opposed to annual fixed pricing, is pricing that is
aligned with the pricing Contractor receives from its supplier on dry ammonium
sulfate. For the term of this Agreement, the unit price of the product shall be a
fixed price for liquid ammonium sulfate 40% bulk ("LAS") for six-month periods. The
price adjustment dates are March 1 st and September 1 st of each calendar year
(each being an "Adjustment Date"), excluding March 1 st of the initial calendar
Supply Agreement-Chemtrade (liquid ammonium sulfate) Page 1 of 9
year of this Agreement. A price adjustment calculation will be established on or
about July 1 th and January 15th of each calendar year (each being an
"Adjustment Calculation Date") for the new pricing term, and such adjustment
amount shall be calculated by the Contractor as follows:
(A) On the Friday before an Adjustment Calculation Date, Contractor shall record
the prices per short ton of standard dry ammonia sulfate as shown on (i) the Green
Markets Publication-Southern Plains ("Weekly Southern Plains Price") and (ii) the
Argus Market Report Houston/Pasadena ("Weekly Houston/Pasadena Price"). A
copy of the applicable pricing page from each report will be provided by the
Contractor upon request of the Contract Administrator.
(B) On the Adjustment Calculation Date, Contractor shall calculate the price for
bulk FOB/ST for dry ammonia sulfate for the next pricing term of the Agreement
by performing the following calculation:
Step 1: On the Adjustment Calculation Date, the Weekly Southern Plains
Price and the Weekly Houston/Pasadena Price shall be added together an
divided by two (in order to average the index costs) to arrive at the new dry
material averaged index price.
Step 2: The new dry material averaged index price will next have the
previous dry material averaged index price subtracted from it in order to
determine the change in cost of the dry material.
Step 3: This cost change in the dry material will then be multiplied by 40% to
reach the adjustment to the LAS unit price per ton for the next pricing term.
(C) The unit price will decrease or increase according to the cost change. Notice
of a change in the unit price shall be provided by the Contractor. For illustrative
purposes only, a pricing example is included, with "T" meaning a ton, as follows:
January, 2025: dry material averaged index price is $550/T
March 1, 2025: LAS price delivered to City is $345/T
July 2025: dry material averaged index price is $600/T
$600/T - $550/T = $50/T change in averaged index price for dry material.
$50/T change x 40% (percentage dry material in LAS) _ $20/T LAS product price
adjustment to be implemented.
The new unit price per ton, effective September 1, 2025, is the March 1 st price of
$345/T + product price adjustment of $20/T = new LAS unit price of $365/T.
All pricing must be in accordance with the attached Pricing Schedule, as shown
in Attachment B, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety. Price per ton may be renegotiated
Supply Agreement-Chemtrade (liquid ammonium sulfate) Page 2 of 9
six months from the date provided in the NTP; similarly, if an Option Period is
exercised, the price per ton may be renegotiated six months following the
beginning date of the Option Period. Price changes must be requested by the
party seeking to adjust the price in writing at least 30 days prior to the effective
date of the change in price. Price increases require documentation of the
amount the Contractor is charged for the product. Price increases must be
proportional to the increase in cost to the Contractor. Any change in price must
be agreed to by both parties in writing (by countersigned letter) within 10 days of
such agreement.
In no event can the total annual compensation exceed the maximum amount
provided in this Agreement without a properly executed amendment as required
by Section 13 below.
Invoices must be mailed to the following address with a copy provided to the
Contract Administrator:
City of Corpus Christi
Attn: Accounts Payable
P.O. Box 9277
Corpus Christi, Texas 78469-9277
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Diana Zertuche-Garza
Corpus Christi Water
Phone: (361) 826-1827
DianaZ@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor must
deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
Supply Agreement-Chemtrade (liquid ammonium sulfate) Page 3 of 9
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(B) In the event that a payment bond, a performance bond, or both, are
required of the Contractor to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond's terms, conditions, and amounts were
fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of products to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of products to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and products will remain with
the Contractor until such time as the products are delivered and accepted by
the City.
7. Inspection and Acceptance. City may inspect all products supplied before
acceptance. Any products that are delivered but not accepted by the City must
be corrected or replaced immediately at no charge to the City. If immediate
correction or replacement at no charge cannot be made by the Contractor, a
replacement product may be bought by the City on the open market and any
costs incurred, including additional costs over the item's bid price, must be paid
by the Contractor within 30 days of receipt of City's invoice.
8. Warranty.
(A) The Contractor warrants that all products supplied under this Agreement are
new, quality items that are free from defects, fit for their intended purpose, and of
good material and workmanship. The Contractor warrants that it has clear title to
the products and that the products are free of liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be warranted
by the Contractor or, if indicated in Attachment D by the manufacturer, for the
period stated in Attachment D. Attachment D is attached to this Agreement and
is incorporated by reference into this Agreement as if fully set out here in its
entirety.
9. Quality/Quantity Adjustments. Any quantities indicated on Attachment B are
estimates only and do not obligate the City to order or accept more than the
City's actual requirements nor do the estimates restrict the City from ordering less
than its actual needs during the term of the Agreement and including any Option
Period. Substitutions and deviations from the City's product requirements or
specifications are prohibited without the prior written approval of the Contract
Administrator.
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10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such products in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
12. Subcontractors. In providing the products, Contractor will not enter into
subcontracts or utilize the services of subcontractors.
13. Amendments. This Agreement may be amended or modified only in writing and
executed by an authorized representative of each party, and City Council
approval may be required. Unit price changes, pursuant to Section 3 of this
Agreement are intended to occur as outlined in that section and are an
exception to the required signed writing by both parties.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other applicable taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Diana Zertuche-Garza
Contract/Funds Administrator
Address: 13101 Leopard Street, Corpus Christi, Texas 78410
Phone: (361) 826-1827
Fax: (361) 826-4495
IF TO CONTRACTOR:
Chemtrade Chemicals US, LLC
Attn: Christine LaSala
Supply Agreement-Chemtrade (liquid ammonium sulfate) Page 5 of 9
Title: Price & Bid Specialist
Address: 90 East Halsey Road, Suite 200 Parsippany, NJ 07054
Phone: (973) 515-0900
Fax: (973) 515-4461
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination.
(A) The City may terminate this Agreement for Contractor's failure to comply with
any of the terms of this Agreement. The City must give the Contractor written
notice of the breach and set out a reasonable opportunity to cure. If the
Contractor has not cured within the cure period, the City may terminate this
Agreement immediately thereafter.
(B) Alternatively, the City may terminate this Agreement for convenience upon
30 days advance written notice to the Contractor. The City may also terminate
this Agreement upon 24 hours written notice to the Contractor for failure to pay or
provide proof of payment of taxes as set out in this Agreement.
19. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a
copy of the owner's manual and/or preventative maintenance guidelines or
Supply Agreement-Chemtrade (liquid ammonium sulfate) Page 6 of 9
instructions if available for any equipment purchased by the City pursuant to this
Agreement. Contractor must provide such documentation upon delivery of such
equipment and prior to receipt of the final payment by the City.
20. Limitation of Liability. The City's maximum liability under this Agreement is limited
to the total amount of compensation listed in Section 3 of this Agreement. In no
event shall the City be liable for incidental, consequential or special damages.
21. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
22. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
23. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits); then
B. its attachments; followed by its exhibits, if any.
24. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement if required
by said statute.
25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws
in the performance of this Agreement. The applicable law for any legal disputes
arising out of this Agreement is the law of the State of Texas, and such form and
venue for such disputes is the appropriate district, county, or justice court in and
for Nueces County, Texas. In accordance with Chapter 2271, Texas Government
Code, Contractor verifies that Contractor does not boycott Israel and will not
boycott Israel during the term of this agreement. In accordance with Chapter
2274, Texas Government Code, Contractor verifies that Contractor does not have
a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association and will not discriminate during the term of the
contract against a firearm entity or fire trade association. In accordance with
Chapter 2276, Texas Government Code, Contractor verifies that Contractor does
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not boycott energy companies and will not boycott energy companies during the
term of this agreement.
26. Public Information Act Requirements. This paragraph applies only to agreements
that have a stated expenditure of at least $1,000,000 or that result in the
expenditure of at least $1,000,000 by the City. The requirements of Subchapter J,
Chapter 552, Government Code, may apply to this contract and the Contractor
agrees that the contract can be terminated if the Contractor knowingly or
intentionally fails to comply with a requirement of that subchapter.
27. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
CONTRACTOR
Signature: Christine LaSala(Apr 15,2025 17:00 EDT)
Printed Name: Christine LaSala
Title: Price/Bid Analyst
Date:04/15/2025
Res.033616 Authorized By
CGLIiicit 4/8/2025
CITY OF CORPUS CHRISTIs�
'Wali yivafam
Sergio Vi asana(Apr 18,2025 09:32 CDT)
Sergio Villasana
Director of Finance & Procurement
Date: 04/18/2025
ATTEST:
APPROVED AS TO LEGAL FORM:
1-isa LgLilar 04/17/2025 Rebecca Huerta(Apr 18,202510:24 CDT)
Lisa Aguilar(Apr7,202515:05CDT) Rebecca HLlerta
Assistant City Attorney Date City Secretary
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
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Attachment D: Warranty Requirements
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Supply Agreement-Chemtrade (liquid ammonium sulfate) Page 9 of 9
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Attachment A: Scope of Work
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I. General Requirements/Background Information
A. The Contractor shall provide Liquid Ammonium Sulfate as outlined in this
Scope of Work.
B. This is a 12-month contract with two additional 12-month option periods.
C. The Contractor must provide proof of certification that vendor's product(s)
comply with American National Standards Institute/National Sanitation
Foundation for Drinking Water Treatment Chemicals - Health Effects,
ANSI/NSF Standard 60/61 must be obtained from NSF, UL or an agency
recognized by the Texas Commission on Environmental Quality (TCEQ).
D. Safety Data Sheet (SDS) must be furnished with bid documents.
II. Product Specifications
A. The Contractor shall provide with every delivery a chemical analysis for
each chemical shipment, and the chemical analysis must include the
ammonia (NH3) percentage, specific gravity and pH.
B. Water treatment chemicals must conform to:
I. American National Standards Institute/National (ANSI) Sanitation
Foundation Institute Standard for Drinking Water Treatment Chemical
Health Effects, ANSI/NSF 60.
2. American Water Works Association standard for Ammonium Sulfate
(Liquid) AWWA 8302-16
C. MATERIAL REQUIREMENTS:
The Liquid Ammonium Sulfate Solution will be used as a source of
ammonia in the formation of chloramines to disinfect the treated water.
Ammonium Sulfate obtained as a by-product in the manufacture of
coal gas and coke is not acceptable for use in the potable water
treatment. The chemical and physical properties of the liquid
ammonium sulfate shall be as follows:
Appearance and odor: Clear, Pale Yellow Liquid-No odor
Item Weight
pH 4,8-7.5
Page 1 of 4
(kFF[{E
E
Solubility in Water Complet
e
Specific Gravity 1.20- 1.23
Soluble Iron (mg/L) <10
Freeze Point (deg. F) <10
Boiling Point (deg. F) 214-216
Sulfuric Acid Diammonium 38-40% (wt.% dry salt)
Ammonium Sulfate Solution 10% (25%of the 40%dry salt wt.)
III. Delivery and Weighing Requirements
A. The Contractor will be responsible for unloading the chemical. The
Contractor shall provide any special equipment necessary for
unloading, up to and including, hoses, connections, compressors, etc.
B. The Contractor must provide an affidavit of compliance to the City of
Corpus Christi stating that at the time of delivery the chemical furnished
under the release order complies with all applicable requirements of this
specification.
C. City of Christi plant supervisors, or their designee, may take a sample of any
chemical shipment for testing prior to unloading of the chemical. In
addition, approximately every three months during the supply
agreement, the City will take a random sample of the chemical upon
delivery. This sample will be sent to an independent laboratory chosen
by the City, and tested for all items outlined in the product
specifications.
D. The plant supervisor may reject any chemical shipments that contain a
concentration of any component outside the allowable concentration
range as specified in the product specifications.
E. Deliveries of Liquid Ammonium Sulfate solution must be by drivers
thoroughly trained and familiar with the related hazards, safety
measures, and spill cleanup procedures for Liquid Ammonium Sulfate
solution. All spills and leakage, regardless of size must be properly and
immediately cleaned up by Contractor's personnel.The Contractorshall
be required to respond to any and all such emergencies within eight
hours of being notified.
F. The Contractor shall allow two hours "unloading time"for each chemical
shipment, starting from the time the load enters the plant site to the time
the unloading of the chemical shipment is completed. Unloading of the
chemical is complete when unloading apparatus is disconnected from
storage facilities and secured, and a designated City of Corpus Christi
Page 2 of 4
representative has signed all delivery tickets for each respective load.
Any unloading time in excess of two hours which is directly attributable to
the City will be paid for at the unit price bid for "Unloading Delays,"
rounded and prorated to the nearest quarter hour. This amount shall be
included with the invoice for payment for that particular load of
chemical.
G. Shipments will be delivered in 4,500 gallon lots in properly cleaned tank
trucks. Each chemical shipment must be weighed on a state-certified
truck scale location within the city limits of Corpus Christi before delivery
to and after unloading at the water treatment plant.
H. The Contractor shall be responsible for mailing a legible copy of each
chemical shipment weight "ticket" to the respective City of Corpus
Christi water production supervisor within five business days of delivery
of the chemical. Payments to the Contractor will not be processed
unless this requirement is met.
I. Deliveries shall be made between 8:00 a.m. and 5:00 p.m., Monday
through Sunday, excluding holidays, unless specific arrangements are
made otherwise at the 0. N. Stevens Water Treatment Plant, 13101
Leopard St., Corpus Christi, Texas 78410.
J. Orders will be placed by telephone or email. The Contractor will deliver
the amount of Liquid Ammonium Sulfate solution ordered within 24
hours of order placement. No minimum or maximum purchase of Liquid
Ammonium Sulfate is guaranteed by the City within the duration of the
contract.
IV. Ownership
City's ownership of the Liquid Aluminum Sulfate begins, upon completion of
unloading of the chemical at the 0. N.Stevens Water Treatment Plant.
V. Contractor Quality Control and Superintendence
The Contractor shall establish and maintain a complete Quality Control
Program that is acceptable to the Contract Administrator to assure that the
requirements of fhe Contract are provided as specified. The Contractor will
also provide supervision of the work to insure it complies with the contract
requirements.
VI. Billing
The Contractor must base billing and pay quantity for each chemical
shipment on "local" certified weight tickets for delivery of Liquid Aluminum
Sulfate. The City may reject any chemical shipments containing less than
8.0 percent or more than 8.5 percent as not meeting specifications for
A1203.
Page 3 of 4
A. The Contractor shall submit an itemized invoice for payment, which shall
include the following:
1 . Service Agreement No. and/or Purchase Order No.
2. Ship to: Location Name and Address
3. Ordered by: Supply Name of Employee who placed ordered
4. Product Description
5. Quantity, Unit Price and Total Price
B. The Contractor shall mail the original invoice to the address below
and email a copy to CCWAccountsPayable@cctexas.com.
City of Corpus Christi-Corpus Christi Water Department
Accounts Payable
P. 0. Box 9277
Corpus Christi, Texas 78469-9277
Page 4 of 4
Attachment B: Bid/Pricing Schedule
Liquid Ammonium Sulfate
12-Month Total
Item Description UNIT QTY Unit Price _ Total Price
1. Liquid Ammonium Sulfate Tons 2,000 $269.60Ir* $539-000-.00 $s 9,200.00
2. Unloading delay Hrs 50 $75.64 3,782.00
12-Month Total $5�82-.00 $s 2,982.00
C
CL
COMPANY: Chemtrade Chemicals US LLC
NAME OF PERSON AUTHORIZED TO SIGN: Christine LaSala
ADDRESS: 90 East Halsey Rd., Suite 200 CITY /STATE/ZIP: Parsippany, NJ 07054
PHONE: 973-515-1871 EMAIL: bids@chemtradelogistics.com
_FAX:
973-515-4461 DATE: March 11, 2025
SIGNATURE: TITLE:
Bid/Price Specialist
*Price quoted is effective until August 31, 2025.
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DELEGATION OFAUTHORITY
I,Scott Rook,President and Chief Executive of Chemtrade Chemicals US LLC, a Delaware limited
liability company("Chemtrade"), do hereby delegate and appoint the following agents of Chemtrade to
execute all municipal contracts and instruments,including bids,proposals and quotations, which in the
ordinary course of business are processed by the Marketing Group ofthe company:
Parul Kachhia-Patel: Lisa Brownlee: Paul Peters: Elizabeth Ryno: Leilina Gossa:
Christine LaSala: Delana Peralta: Michele Schroeher: Marie-Josee Joly
Set forth below is a certified copy ofthe resolution of Chemtrade authorizing such action.
Dated as of the 21 st day of February, 2023
a
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Scott Rook
President and Chief Executive Offlcer
CERTIFICATE OF SECRETARY
1, Susan Pare, hereby certify that I am the Corporate Secretary of Chemtrade Chemicals US LLC
("Chemtrade')and that set forth below is a true and correct copy of the resolution ofthe Board of Managers
of Chemtrade, adopted by unanimous written consent as of the 10th day of November,2003 and that
the same has not been modified or revoked and is on the date hereofin full force and effect:
RESOLVED that any officer ofthe Company be, and he hereby is, authorized to
delegate,with the right of further delegation,to any other officer,employee or agent of
the Company, all or any part of the authority granted to them by the Board of Managers;
and that any such delegations may be general or specific and subject to such limitations
and restrictions as the delegating officer shall determine_
I FURTHER CERTIFY that Scott Rook is the duly elected President and Chief Executive Officer of
Chemtrade and holds such offices on the date hereof, that Mr. Rook is, in his capacity as President and
Chief Executive Officer is authorized to represent and bindChemtrade in all matters including,but not
limited to,contracts and that set forth below is the genuine signature ofsuch officer:
Scott Rook
President and Chief Executive Officer
IN WITNESS WHEREOF,I have hereunto set my hand and have caused the seal ofthe
Company to be affixed effective this 21 st day of February,2023.
Seal
Susan Pare
Corporate Secretary
go East Halsey Road
Parsippany,NJ 07054
Tel:800 441-2659
Attachment C: Insurance Requirements
A. CONTRACTOR'S LIABILITY INSURANCE
1. Contractor must not commence work under this contract until all insurance required has
been obtained_and such insurance has been approved by the City. Contractor must
not allow any subcontractor, to commence work until all similar insurance required of
any subcontractor has been obtained.
2. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1)
copy of Certificates of Insurance with applicable policy endorsements showing the
following minimum coverage by an insurance company(s) acceptable to the City's Risk
Manager. The City must be listed as an additional insured on the General liability and
Auto Liability policies by endorsement, and a waiver of subrogation endorsement is
required on GL, AL and WC if applicable. Endorsements must be provided with
Certificate of Insurance. Project name and/or number must be listed in Description Box
of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including: $1,000,000 Aggregate
1. Commercial Broad Form
2. Premises - Operations
3. Products/ Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part 11
(All States Endorsement if Company is of this
not Exhibit.
domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
POLLUTION LIABILITY $1,000,000 Per Occurrence
3. In the event of accidents of any kind related to this contract, Contractor must furnish
the Risk Manager with copies of all reports of any accidents within 10 days of the
accident.
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B. ADDITIONAL REQUIREMENTS
1. Applicable for paid employees, Contractor must obtain workers' compensation
coverage through a licensed insurance company. The coverage must be written on a
policy and endorsements approved by the Texas Department of Insurance. The
workers' compensation coverage provided must be in statutory amounts according to
the Texas Department of Insurance, Division of Workers' Compensation. An All States
Endorsement shall be required if Contractor is not domiciled in the State of Texas.
2. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor's sole expense, insurance coverage
written on an occurrence basis by companies authorized and admitted to do business
in the State of Texas and with an A.M. Best's rating of no less than A- VII.
3. Contractor shall be required to submit renewal certificates of insurance throughout the
term of this contract and any extensions within 10 days of the policy expiration dates.
All notices under this Exhibit shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
4. Contractor agrees that, with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, and volunteers, as additional insured's
by endorsement with regard to operations, completed operations, and activities of or
on behalf of the named insured performed under contract with the City, with the
exception of the workers' compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City
of Corpus Christi where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
• Provide 30 calendar days advance written notice directly to City of any, cancellation,
non-renewal, material change or termination in coverage and not less than 10 calendar
days advance written notice for nonpayment of premium.
5. Within 5 calendar days of a cancellation, non-renewal, material change or termination
of coverage, Contractor shall provide a replacement Certificate of Insurance and
applicable endorsements to City. City shall have the option to suspend Contractor's
performance should there be a lapse in coverage at any time during this contract.
Failure to provide and to maintain the required insurance shall constitute a material
breach of this contract.
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6. In addition to any other remedies the City may have upon Contractor's failure to provide
and maintain any insurance or policy endorsements to the extent and within the time
herein required, the City shall have the right to order Contractor to stop work hereunder,
and/or withhold any payments) which become due to Contractor hereunder until
Contractor demonstrates compliance with the requirements hereof.
7. Nothing herein contained shall be construed as limiting in any way the extent to which
Contractor may be held responsible for payments of damages to persons or property
resulting from Contractor's or its subcontractor's performance of the work covered
under this contract.
8. It is agreed that Contractor's insurance shall be deemed primary and non-contributory
with respect to any insurance or self-insurance carried by the City of Corpus Christi for
liability arising out of operations under this contract.
9. It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this contract.
2025 Insurance Requirements
Ins. Req. Exhibit 1-B
Purchase Contracts - Supply Agreements - Equipment Leases
Hazardous Chemicals Delivered to City
05/10/2025 Risk Management- Legal Dept.
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Attachment D: Warranty Requirements
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No manufacturer's warranty required for this Agreement.
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