The URL can be used to link to this page

Home My WebLink About06.b.01.b CA Thatcher to Kemira Contract Assignment EXECUTIVE SUMMARY AGENDA ITEM: Proposed Contract Assignment of Thatcher Chemical of Florida, Inc. (Thatcher) to Kemira Water Solutions, Inc. (Kemira) for ITB#2019/2020-A15 Chemical Supplier Contract Date: May 15, 2025 BACKGROUND: Thatcher currently holds a Chemical Supplier Contract approved by the Board of Supervisors on November 8, 2019, and is currently providing Ferric Sulfate. Thatcher recently requested written consent from CCUA to appoint Kemira as a subcontractor under their contract with CCUA. In order to ensure CCUA's supply is secured for the balance of the agreement, Thatcher ensured Kemira could produce our volume in a reliable way. Recently, CCUA was notified that as of February 28, 2025, Thatcher and Kemira have signed an Asset Purchase Agreement with the intent to assign the contract to Kemira. Thatcher stated that due to market conditions, they have made the business decision to cease Ferric Sulfate production in Florida. They are requesting consent to assign their contract to Kemira. RECOMMENDATION: Staff respectfully requests the Board of Supervisors approve the contract assignment to Kemira Water Solutions, Inc., of all rights, title, and interest in and under the aforementioned agreement between Thatcher Chemical of Florida, Inc., and CCUA. ATTACHMENTS: Thatcher Chemical of Florida, Inc./Kemira Water Solutions, Inc. Consent to Assign Agreement //DP(Author) //AW,JR, AE(Review) //DM(Final) March 13, 2025 Clay County Utility Authority 3176 Old Jennings Road Middleburg Florida, 32068 Attn: Darrin Parker Re: Request for Bid No. 19/20-A 15, dated as of November 8, 2020, by and between Thatcher Chemical of Florida, Inc., and Clay County Utility Authority, as amended by that certain First Renewal of the Contract dated November 9, 2021, the Second Amendment dated November 8, 2022, the Third Amendment dated November 9, 2023 and the Fourth Amendment dated November 9, 2024 (collectively, the "Agreement"). To Mr. Parker: We are pleased to formally inform Clay County Utility Authority ("you") that Thatcher Chemical of Florida, Inc. ( "Thatcher") and Kemira Water Solutions, Inc. ("Kemira") have signed an Asset Purchase Agreement on February 28, 2025 for the sale by Thatcher and the purchase by Kemira of certain assets,including the Agreement(the"Transaction"). In connection with and effective upon and subject to the closing of the Transaction, Thatcher intends to assign the Agreement to Kemira(the "Assignment"). Pursuant to the Agreement, your prior written consent is required in connection with the Assignment.By signing in the space provided below,you hereby(i)consent to the Assignment (ii) waive any notice, termination, acceleration or other similar rights under the Agreement with respect to the Assignment, and (iii) acknowledge and agree that the Agreement shall remain in full force and effect in accordance with its existing terms following the Assignment. Except as expressly provided herein,the execution, delivery and effectiveness of this letter shall not constitute an amendment, modification or waiver of any provision of the Agreement. Except as publicly disclosed by Kemira or Thatcher, all aspects of the Transaction, including but not limited to the Assignment and this letter and its contents,are strictly confidential. This letter will become effective if and when the Transaction is consummated, which is expected to occur in March 2025. Should the Transaction fail to close for any reason, this letter(except for the confidentiality obligations herein) shall be null and void and of no legal effect. If you have any questions about the Agreement following the Assignment, please direct them to Joe Sorensen at Joe.Sorensen@tchem.com or 801-879-8070. Following closing of the Transaction, please direct all future notices, communications and payment under the Agreement to: Kemira Water Solutions, Inc. 200 Galleria Parkway, Suite 1500 Atlanta, Georgia 30339 Attn: Susan Radcliffe; Jukka Ryhanen Email: susan.radcliffe@kemira.com;jukka.ryhanen@kemira.com We would appreciate your reply at your earliest convenience. Thank you for your cooperation in connection with this matter. Sincerely, THATCHER CHEMICAL OF FLORIDA, INC By: Name: Craig N. Thatcher Title: Chief Executive Officer KEMIRA WATER SOLUTIONS, INC. By: Name: Michael Cavallero Title: SVP Commercial,Urban Water Americas, Water Solutions [Signature Page to Consent Letter] CONSENTED TO AND AGREED: CLAY COUNTY UTILITY AUTHORITY By: Name: Title: Dated: [Signature Page to Consent Letter]