4 ECEIVED GAIGINAL JAM2 1 2025 JAN 2 9 2025 * Board ofCommissioners 5-3 - uewy DISTRBUTED Agenda Item Transmittal Fora N21/2540 Procurement/Contract Ragunent Transmittal Form Resci nd Type ofcontract: 1yearD Multi-yearD Single Event D Contract #: C-2025- 24 BOC Approval Date: Submission Information Vendor-/nformation Contact Name: Vernoy Murray Vendor Name: Chemtrade Chemicals US, LLC Department: Water Treatment 4430 Address: 90 East Halsey Rd., Suite 200 Project Title: Poly-aluminum Chloride (PAC) Address: Parsippany, NR 07054 TB 24-09 Email: bids@chemtradelogistics.com a BOC Funding Account Number: 505-4430-531100-44 APPROVED Date: 3-11-25 Phone #: 800-441-2659 Initlais: S Contract amount: $180,000.00 Contact: Parul Kachhia-Patel Contract Type: Goods (x) Services (x) Grant 0 Contract Action: New (x) Renewal 0 Change Order 0 Term of contract: (1) year w/ option for (2) additional Original Contract Number: C2021217Cedarchem 12- month terms. LLC51321) ChiefFinancial Officer Signature Procurement Manager Signature 1I have reviewed the attached contract, and the amount is Ihave reviewed the attached contract, and iti is in compliance approved for processing. with Purchasing Policies of Rockdale County. suae helous 214125 L Ralpps Signature: Date: Signatyre: Date: puky Detailed Summary of Contract: Deliver and transfer Poly- aluminum Chloride (PAC) into holding tank in the treatment plant bulk storage area. Department Head/Flectedditiçlal Signature: Date: 24-25 - P2Ls Contract No. 2025- 24 CHEMICAL SUPPLY AGREEMENT This made as Agreement is oft the t day of Manch 2025, between CHEMTRADE CHEMICALS US, LLC, a Delaware limited liability company qualified to do business in the State of Georgia, ("Seller"), whose address is 90 East Halsey Road, Suite 200, Parsippany, NJ 07054, and Rockdale County, Georgia, a political subdivision of the State of Georgia, whose address is 962 Milstead Avenue, Conyers, Georgia 30012 ("Buyer"). 1. Sale and Purchase Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to purchase from Seller, Polyaluminum Chloride, (hereinafter "Product") for use at the Rockdale County Water Treatment Plant located at 3090 Gees Mill Road, Conyers, Georgia 30013 ("Designated Location"). 2. Term and Termination 2.1 This Agreement shall be effective as of the date first set forth above, The term ofthis Agreement shall be for one (1) year ("Term"), from the date of this Agreement, unless and until terminated as provided below. This agreement has an option to renew two (2) additional 12-month terms. 2.2 Either party may terminate this Agreement with respect to each Product by giving no less than fifteen (15) days prior written to the other party. 3. Specifications All Product delivered by Seller shall conform to the specifications set forth in the County's Invitation to Bid (ITB) No. 24-09 incorporated herein by reference, and Seller's Bid dated September 16, 2024, attached hereto and made a part hereof, (hereinafter called "Bid"). 4. Delivery 4.1 Product shall be delivered by Seller F.O.B Destination. 4.2 Delivery must be received within seven (7) days of order guaranteed unless otherwise agreed to by the Buyer. Unless otherwise directed all deliveries can be made 24/7 to Rockdale Water Treatment Plant, 3090 Gees Mill Road. Conyers, Georgia 30013. 5. Price and Charges for Product and Service(s) 5.1 All pricing is fixed through the term oft this Agreement and shall be set forth in Seller's Bid, dated September 16, 2024, attached hereto and made a part hereof. 6. Invoicing and Payment Seller may invoice Buyer for any applicable Unit Price and Surcharges as each delivery of Product is made, or monthly, at Seller's discretion. Invoices for the Monthly Charges and for other sum due hereunder, shall be submitted monthly. All payments due Seller hereunder shall be made to Seller at the location indicated on the invoice. All invoices shall be payable net 30 days. The timely payment by Buyer of all amounts due and owing to Seller hereunder, is an express condition to the continued performance by Seller ofi its obligations hereunder. 7. Warranty Seller warrants that the Product shall conform to the specifications and express warranties set forth in the Attachment(s) and the time of delivery, Seller shall have good title and right to transfer the same and that the same shall be delivered free of encumbrances. THE FOREGOING WARRANTY IS THE SOLE WARRANT AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY LAY W, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTY OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE. 1 Contract No. 2025-24 8. Indemnity Each party hereby agrees to indemnify and hold harmless the other party from and form of action, lawsuit or claim brought by or on behalf of the indemnifying party's employees, agents or invitees and related in any way to Product or Equipment supplied by Seller under this Agreement. Each party expressly agrees that the obligation ofi indemnity under this Paragraph extends to an action, lawsuit or claim alleging negligence oft the indemnitee. 9. Limitation ofLiability 9.1 Buyer acknowledges that there are. hazards associated with the use of the Product, that it understand such hazards, and that it is responsibility of Buyer to warn and protect its employees and others exposed to such hazard through Buyer's storage and use ofthe Product. Seller shall provide Buyer with copies of Material Safety Data Sheets relating to the Product for Buyer to make such warning, and Buyers shall hold harmless, indemnify and defend Seller from and against any liability incurred by Seller because such warnings were not made. Buyer assumes all risk and liability for loss, damages or injury to persons or to property of! Buyer or others arising out ofthe presence or use of the Product. 9.2 No claim of any kind with respect to non-delivery of Product shall be greater than the Unit Price payable hereunder for thel Product in respect to which such claim is made and Buyer's sole and exclusive remedy (except for the remedy of cancellation for material default) for delivery of nonconforming Product shall be replacement by Seller of a like quantity of conforming Product at no additional cost to Buyer. 9.3 Seller shall not be liable in contract or tort (including negligence and strict liability) for any other direct, or any direct, special, incidental or consequential damages arising out ofi its pertormance or non-performance hereunder. 10. Force Majeure 10.1 Neither party hereto shall be considered in default in the performance of its obligations hereunder (other than its obligation to make any payment of money hereunder), or be liable in damages or otherwise for any failure or delay or delay in performance which is due to strike, lockout, concerted act of workers or other industrial disturbance, fire, explosion : flood or other natural catastrophe, civil disturbance, riot or armed conflict whether declared or undeclared, curtailment, shortage, rationing or allocation or normal sources of supply of labor, materials, transportation, energy, or utilities, accident, act of God, delay of subcontractors or vendors, sufferance of or voluntary compliance with act of government and government regulations (whether or not valid), embargo, machinery or equipment breakdown, or any other cause whether similar or dissimilar to any of the causes or categories of cause describe above and which is beyond the reasonable control of the party claiming excuse hereunder. 10.2 Either party affected by an event described in Paragraph 10.1, shall, promptly up learning of such event and ascertaining that it has or will affect its performance hereunder, give notice to the other party, stating the nature oft the event, its anticipated duration and any actions being taken to avoid or minimize it effect. 10.3 If any event within Paragraph10.1 shall only partially reduce Seller's ability to produce or deliver Product, then Seller may prorate its available supply among Buyers and Seller's other customers in a fair and equitable manner. 11. Other Supply Source 11.1 If Seller is unable to supply any ofl Buyer's requirement for Product, Buyer may, with Seller's approval (which approval shall not be unreasonably withheld), purchase such requirements from other qualified vendors and have the same delivered into any storage equipment during such period of Seller's inability. 2 Contract No. 2025- 24 12. Notice 12.1 Any notice or other communication required or permitted to be given under this Agreement must be in writing and must be mailed by overnight delivery or certified mail, postage prepaid, SO that the notifying party can prove delivery of notice and the date thereof, and addressed as follows: To the County: To the Contractor: Rockdale County, Georgia Chemtrade Chemicals US, LLC Finance Department - Purchasing Division Attn: Parul Kachhia-Pate! Attn: Tina Malone 90 East Haisey Road, Suite 200 P. O. Box 289 Parsippany, NJ 07054 Conyers, Georgia 30012 Email: bids@chemtndpgsicicon Email: tinamalone@rocklalecountygagoy Phone: 800-441-2659 Phone: 770-278-7552 The addresses stated in this paragraph may be changed by the respective parties upon a documented notice delivered in advance, pursuant to this paragraph. 13. General Provisions 13.1 This Agreement is subject to acceptance by a duly authorized representative of Seller. 13.2 This instrument together with any terms and conditions of Seller's Attachments(s) hereto constitutes the entire agreement between the parties. No terms and conditions in any form of purchase order, order acknowledgment or other acceptance forms ofBuyers issued with respect to this transaction shall alter the terms hereof any objection is hereby made to all such additional or different terms. Acceptance is expressly limited to thei terms offered herein. No modification or waiver ofthis Agreement shall bind Seller unless in writing and signed and accepted a duly authorized representative of Seller. 13.3 Any dispute between the parties relating to this Agreement which cannot be resolved with reasonable promptness shall be referred to each party's senior manager in an effort to obtain prompt resolution. Neither party shall commence any action against the other until the expiration of 60 days from the date of referral to such senior managers; provided however, this shall not preclude a party from instituting an action seeking injunctive relief to prevent irreparable damage to such party. 13.4 If any provision of this Agreement is held invalid by any law and lor regulation, all other provisions hereof shall continue in full force and effect. 13.5 This Agreement shall be governed by and construed according to the laws ofthe State of Georgia without giving effect to its conflicts of laws provisions. 13.6 In the event of conflict between the terms of this Agreement and any of its Attachments, the terms of the Agreement shall govern. A scanned and/or photocopy of this document carries the same validity of an original agreement. 3 Contract No. 2025- 24 IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the date and year first above written. CHEMTRADB CEMICALS US, LLC ROCKDALE COUNTY, GBORGIA e By: By:. Jallipe Van) Ness, Chalr & CBO PARUL: KACHHIA-PATEL, MARKETING SPBCIALIST Name & Title (Typed or Printed) 74-3104940 Federal Tax LD. Number Attest: Attest: - - - B DeL à - BLZABEH RYNO, MARKETING SPECIALIST Jennifer Rutledge, Executive Director County Cierk Approypdabprform: a K M.QaderA. Big, CountyAtforhdy 4 ITB No 24-09 BID FORM - ITB No. 24-09 ORIGINAL Instructions: Complete all THREE parts of this bid form. PART : Bid Summary Complete the information below. If you wish to submit more than one brand, make a photocopy of this Bid Form. Estimated Estimated Item No. of (Ibs.) Unit Price Item Description Total Price No. Deliveries Delivered (per Ib.) per Term per Term Polyaluminum Chloride, as per $ 0.25 $180,000.00 1. Minimum Specifications and notes 16 720,000 below. Notes to Suppliers: *PRODUCT BEING BID ON IS CHEMTRAIDE'S Note #1: Polyaluminum Chloride HYPER+ION 3228. FOR CONVERSION PURPOSES ONLY, PRICE Note #2: SDS and.COAmustaccompanyalidelivenes EQUATES TO $500.00 PER TON. Note # 3: Bid Price to include all freight and other related charges. Note # 4: Tanker delivery into 12,500-gallon bulk tank. Must supply own air. Not provided. Note # 5: Product to be Jar Tested and Pilot Tested PART I: Addenda Acknowledgements (if applicable) Each vendor is responsible for determining that all addenda issued by the Rockdale County Finance Department - Purchasing Division have been received before submitting a bid. Addenda Date Vendor Received initials "1" 8/30/24 PKP "2" "3" "4" "5" "6" PART III: Vendor Information: Vendor Name CHEMTRADE CHEMICALS US LLC Address 90 EAST HALSEY ROAD, SUITE 200, PARSIPPANY, NJ 07054 Telephone 800-441-2659 E-Mail @ehegesogstia.on Representative (print name) PARDL KACHHIAPATEL SIARKETING SPECIALIST Signature of Representative / - - Date Submitted SEPTEMBER 16, 2024 11