HomeMy WebLinkAboutCity of Tamarac Resolution R-2006-205Temp Reso #11082
Page 1
October 5, 2006
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2006-
A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA, AUTHORIZING
THE APPROPRIATE CITY OFFICIALS TO AWARD
BID #06-33B, "FURNISH, DELIVER AND
DISCHARGE OF QUICKLIME" TO, AND EXECUTE
AGREEMENTS WITH, CHEMICAL LIME COMPANY
OF ALABAMA, INC. FOR THE CITY OF TAMARAC
AND ON BEHALF OF FIFTEEN MEMBERS OF THE
SOUTHEAST FLORIDA GOVERNMENTAL
PURCHASING COOPERATIVE; AND WITH
CARMEUSE LIME SALES CORPORATION ON
BEHALF OF TWO MEMBERS OF THE SOUTHEAST
FLORIDA GOVERNMENTAL PURCHASING
COOPERATIVE, FOR A PERIOD OF ONE YEAR
WITH FOUR (4) ADDITIONAL ONE-YEAR
RENEWAL OPTIONS, PROVIDING FOR
CONFLICTS; PROVIDING FOR SEVERABILITY;
AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Tamarac served as "lead agency" on Bid 06-33B,
"Furnish, Deliver and Discharge of Quicklime" issued on behalf of the Southeast
Florida Governmental Purchasing Cooperative ("the Co-op"). Eighteen
governmental agencies will utilize this bid to purchase approximately 59,000 tons
of quicklime for the Co-op, of which approximately 2100 tons will be purchased
for the City of Tamarac, a copy of said bid is attached hereto as Exhibit "A"; and
WHEREAS, the City of Tamarac publicly advertised Bid 06-33B, "Furnish,
Deliver and Discharge of Quicklime" in the Sun -Sentinel on September 6, 2006
and September 13, 2006; and
1
Temp Reso #11082
Page 2
October 5, 2006
WHEREAS, seven
(7) vendors
were solicited; and two
(2)
bids
were
opened and reviewed to
determine
cost and responsiveness
to
the
City's
specifications; and
WHEREAS, Chemical Lime Co. submitted a delivered bid price of $176.91
per ton for the City, and prices as shown on the bid tabulation for other members
of the Co-op, for an approximate total cost to the City of Tamarac of $371,511, a
copy of the bid tabulation is attached hereto as Exhibit "B"; and
WHEREAS, Chemical Lime Co. was deemed the lowest responsive and
responsible bidder for the City of Tamarac, and for fifteen (15) of the members of
the Co-op, with a copy of the bid submitted attached hereto as Exhibit "C"; and
WHEREAS, Carmeuse Lime Sales Corporation was deemed the lowest
responsive and responsible bidder for two (2) members of the Co-op, with a
copy of the bid submitted attached hereto as Exhibit "D"; and
WHEREAS, the City of Tamarac, acting as lead agency for the Co-op acts
on behalf of the Co-op when awarding contracts for quicklime; and
WHEREAS, sufficient funds are available from the Utilities Department
Operating funds; and
WHEREAS, it is the recommendation of the Director of Utilities and
Purchasing and Contracts Manager that Bid #06-33B be awarded to and an
agreement executed with Chemical Lime Company of Alabama, Inc. for
furnishing, delivering and discharging quicklime, for a period of one year with four
(4) additional one (1) year renewal options for the City of Tamarac, and on behalf
of fifteen (15) agencies in the Co-op; and
Temp Reso #11082
Page 3
October 5, 2006
WHEREAS, it is the recommendation of the Director of Utilities and
Purchasing and Contracts Manager that Bid #06-33B be awarded to and an
agreement executed with Carmeuse Lime Sales Corporation for furnishing,
delivering and discharging quicklime, for a period of one year with four (4)
additional one (1) year renewal options on behalf of two (2) agencies in the Co-
op; and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it
to be in the best interest of the residents of the City of Tamarac to award Bid 06-
33B and execute an agreement with Chemical Lime Company of Alabama, Inc.
for furnishing, delivering and discharging quicklime, for a period of one year with
four (4) additional one (1) year renewal options, on behalf of the City of Tamarac
and fifteen (15) agencies in the Southeast Florida Governmental Purchasing
Cooperative, and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it
to be in the best interest of the residents of the City of Tamarac to award Bid 06-
33B and execute an agreement with Carmeuse Lime Sales Corporation for
furnishing, delivering and discharging quicklime, for a period of one year with four
(4) additional one (1) year renewal options, on behalf of two (2) agencies in the
Southeast Florida Governmental Purchasing Cooperative
1
Temp Reso #11082
Page 4
October 5, 2006
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF TAMARAC, FLORIDA THAT:
SECTION 1: The foregoing "WHEREAS" clauses are HEREBY
ratified and confirmed as being true and correct and are hereby made a specific
part of this Resolution upon adoption hereof.
SECTION 2: The award of Bid 06-33B, "Furnish, Deliver and
Discharge of Quicklime", to Chemical Lime Company of Alabama, Inc., on behalf
of the City of Tamarac and fifteen (15) agencies in the Southeast Florida
Governmental Purchasing Cooperative, is HEREBY AUTHORIZED.
SECTION 3: The appropriate City officials are hereby authorized to
execute an agreement with Chemical Lime Company of Alabama, Inc. as part of
said award, a.copy of which is attached hereto as Exhibit "E" for a delivered price
of $176.91 per ton, and for prices shown in Exhibit "B" on behalf of fifteen entities
within the Southeast Florida Governmental Purchasing Cooperative.
SECTION 4: The award of Bid 06-33B, "Furnish, Deliver and
Discharge of Quicklime", to Carmeuse Lime Sales Corporation, on behalf of two
(2) agencies in the Southeast Florida Governmental Purchasing Cooperative, is
HEREBY AUTHORIZED.
SECTION 5: The appropriate City officials are hereby authorized to
execute an agreement with Carmeuse Lime Sales Corporation as part of said
award, a copy of which is attached hereto as Exhibit "F" for prices as shown in
Exhibit "B" on behalf of two (2) agencies in the Southeast Florida Governmental
Purchasing Cooperative.
1
Temp Reso #11082
Page 5
October 5, 2006
SECTION 6: All resolutions or parts of resolutions in conflict
herewith are HEREBY repealed to the extent of such conflict.
SECTION 7: If any clause, section, other part or application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional or
invalid, in part or application, it shall not affect the validity of the remaining
portions or applications of this Resolution.
SECTION 8: This Resolution shall become effective immediately
upon its passage and adoption.
PASSED, ADOPTED AND APPROVED this day of Or�phPC 2006.
ATTEST:
MARION SWEN ON, CMC
CITY CLERK
I HEREBY CERTIFY that
I have approved this
RESOLUTION as to form.
RECORD OF COMMISSION VOTE:
MAYOR FLANSBAUM-TALABISCO
DIST 1: V/M PORTNER
DIST 2: COMM ATKINS-GRAD
DIST 3: COMM. SULTANOF
DIST 4: COMM. DRESSLER
EXHIBIT "A" TO TEMP. RESO. 11082
INVITATION FOR BID
#06-33B
FURNISH, DELIVER AND DISCHARGE OF QUICKLIME
ON FILE IN THE OFFICE OF THE CITY CLERK
T R 11082 B
M M O O Lo O O O O O O O O O O O O N O O
O
d r Lo M O (0 O Lo O Lo O O N 4 O O ui O N O 6
V
t/1 O o0 — O M M O O r• N O Co 00 V v) v) � — Cr O
d f" N r (o (.000 0') — O M — U') O O M rf (0 O v O O
P': 00 r (fl O v M -�i N r'N CM r M C'� Lo O N O (fl
E v Lo O O M o v v o O O M r oo r• r• Lo P- N
Im a+ T r- " — EA 0 O NM Lo M q r- N (0 Lo C0 00
6fi 69 69 69 69 6-1 N 69 6A 69 69 69 ell 6q 69 69 69 69 H->
E9
d
rn r- r 00 Lo 0 0 r o 0 0 o v v r r r- I-- r r
4. r• r• N Lo Ln r Lo ww r- r P- r- r r
(M M L6) I`® N N M N (V N I`� N ('M M M C'M M M M C6
E p woo co to oo oo co oo o oo cc)oo 0o o oo oo co oo oo
Ud E9 6Fi 69 r 6-,69 69 69 69 FA r 69 69 e-, 69 69 69 69 69 69
0 643 649.
d
r-- r oo 0 0 o r- O O O o O T v r r r r � r--
r-- r• N Lo Lo 0 r Lo Lo 0 U') Lo w M r r• r- r• r tl-
i-� ao 0o O � r r oo r_ r_ r � r o6 oo co 0o ao 00 co 00
co c0 r co o co co 0 0 0 co c0 (0 o (o co (o (o 0 co
V U. 69 Efl 69 69 69 69 69 6A 6A 6q 69 6q 69 Q4 69 69 69 6fi 69 EA
0
N G O O O O O O O O O O O O O O O O O 0 O o
3 O O O O O O O O O O O O O O O O O O O O
d d U.) U') U-) O In Lo Lo Lo Lo vi O Lo Lo Lo Lo Lo In L6 6 Lo
013.
69 69 EA 69 69 6f) 69 69 69 6A 6,)- 69 69 69 69 69 69 69 6e3, 69
d v rn o I'- N o 0 0 M O Lo 0 0 0 0 0 6o 0 0
V O M 0 0L9 O) O
L) - O O O U? O O O O
Lo M O M O 0 (0 O Lo r r LoE coQo �t N O O M cN OLo MO COO - AO CNO ao O CO OM rrLo O
O N Lo NA CO 'IT 'IT O N 0) r d(D (4 -
v (0
++ C) O (M M co cM co r- O- r- M M N Lo r• .- c0 Lo M Lo O
M N M 0 M v — — N 0 Ln O r
i EH b9 69 Efl 69 69 64 6f3 V9 69 69 69 69 69 69 6A Q91 EA
a
to a) Lo a) U) to A') 0) O)
m E .a CO to co CO w C6 CO CO CG (o t0 (6 1`4 to P: r'.: (6 (D (p
J U J i` PZ P, P+ F.1~ F.P+ F. F. 1` P+ F - ti r, I`+ P.- h
C t46n- 6ef-69-t46n�69 to)- 60-6134449kt4t4to).t40}
ee
d
t)
22 E t+l O O 03 0A (A 0A O O O O m m O Ln O f Lo O O O
O
m
C
•- C
C O o O O O 0 O O O O 0 o O O O O O 0 O O 0
3 E d H o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
O a> E r-: ti r--: r--: ti r-� r-� r-� ti r,�: r r r-� r-: r ti r,�
E s s d co CO O M (0 0 O M (0 0 0 CO (D O (o 0 (0 (o 0 0
Y N It.E9 tf3 E9 E9 69 E9 6) 69 6ci 69 69 69 69 69 69 69 el,69 el,69
()
O
CO c
y <� L fliC 0) O O (0 O O O 0 O O
M N O L6 O Lo r O N O O O O O O O
N ()(p (p L7 - Lo O } co (Lo r- O tl- Lo
w N CO N (o co M
m
s
m N O 'a
=
' O
O O N i e- N N 0 d
N N_ N = 1Q a V to s w
C> °� V 0 0 N > > R m m y a m C e0a =
m r o o c U Q Q m � m .a E a m c.
3 M Cl .O Q ti U L d +�+ +�+ 0
s t a -a m � c`to
F J J _ i, ML
m ri m Z 4 m m 0 0 0 0 0 LL � 2 2 J 2 2 Z Z Z a d to
O O O
O O O
•- I� O
M — O
O Lr
V V) N
U*) 00 O
6q M LO
69 69
1- f-- O
ti ti U?
OD 00 rl-
(O (O (O
69 Efl 693
O O O
O O O
LO LO O
•- �- O
69 (4 69
O O O
O
(yi O
rl- M
O L
(7 , O
co LO
69 69
Qi �39 rn
CD to O
I-
r E9
O O O
O CY) O
Efl 64 69
O O O
O O O
(O (O (D
Ki 69 6)
O O
O CD O
ch N (M
EXHIBIT "C" TO TEMP. RESO. 11082
BID SUBMITTED BY CHEMICAL LIME CO.
ON FILE IN THE OFFICE OF THE CITY CLERK
EXHIBIT "D" TO TEMP. RESO. 11082
BID SUBMITTED BY CARMEUSE LIME SALES CORPORATION.
ON FILE IN THE OFFICE OF THE CITY CLERK
TR 11082
EXHIBIT E
EWIN4=L0I4Z►ki
BETWEEN THE CITY OF TAMARAC
AND
CHEMICAL LIME CO. OF ALABAMA, INC.
THIS AGREEMENT is made and entered into this 4 day of �)HZ)bff , 20_06
by and between the City of Tamarac, a municipal corporation with principal offices
located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") and Chemical Lime
Company of Alabama, Inc., (Chemical Lime), an Alabama corporation with principal
offices located at 4720 Cleveland Heights Boulevard, Suite 203, Lakeland, FL 33813
(the "Contractor") to Furnish Deliver and Discharge Quicklime for the City of Tamarac,
and participating agencies in the Southeast Florida Governmental Purchasing
Cooperative (The "CO-OP") as shown in Exhibit A herein.
Now therefore, in consideration of the mutual covenants hereinafter set forth, the City
and Contractor agree as follows:
1) The Contract Documents
The contract documents consist of this Agreement, Bid Document No. 06-33B, "Furnish,
Deliver and Discharge Quicklime", including all conditions therein, (General Terms and
Conditions, Special Conditions and/or Special Provisions), drawings, Technical
Specifications, all addenda, the Contractor's bid/proposal included herein, Contract
Exhibit A, which lists specific agencies awarded, and all modifications issued after
execution of this Agreement. These contract documents form the Agreement, and all
are as fully a part of the Agreement as if attached to this Agreement or repeated therein.
In the event that there is a conflict between Bid Document No. 06-33B, "Furnish Deliver
and Discharge Quicklime", as issued by the City, and the Contractor's Proposal, Bid
Document No. 06-33B, as issued by the City shall take precedence over the
Contractor's Proposal. Furthermore, in the event of a conflict between this document
and any other contract documents, this Agreement shall prevail.
2) The Work
2.1. The Contractor shall perform all work for the City required by the contract
documents as set forth below:
2.1.1 Contractor shall furnish all labor, materials, and equipment
necessary to Furnish, Deliver and Discharge Quicklime in
accordance with the Technical Specifications, terms and conditions
contained in Bid Document 06-33B, "Furnish, Deliver and
Discharge Quicklime" for agencies listed in Contract Exhibit A.
2.1.2 Contractor shall supervise the work force to ensure that all workers
conduct themselves and perform their work in a safe and
professional manner. Contractor shall comply with all OSHA safety
rules and regulations in the operation of equipment and in the
performance of the work. Contractor shall at all times have a
Agreement
competent field supervisor on the job site to enforce these policies
and procedures at the Contractor's expense.
2.1.3 Contractor shall comply with any and all Federal, State, and local
laws and regulations now in effect, or hereinafter enacted during
the term of this Agreement, which are applicable to the Contractor,
its employees, agents or subcontractors, if any, with respect to the
work and services described herein.
2.1.4 Contractor shall be required to complete the "Contractor Pass
Request Form" (See attached Exhibit A to Bid Document No. 06-
33B), with photo identification of all personnel authorized to be on
premises at City delivery sites. This form will be sent to the
awarded vendor(s) with the notification of award letter.
2.1.5 Personnel additions and/or deletions shall be reported to the City's
designated representative in writing, via fax to a number to be
provided by the using agency, within twenty four (24) hours of the
personnel change, by modification of the names submitted on the
original Contractor Pass Request Form.
2.1.6 All personnel shall check -in with the Security Guard or Operator on
duty immediately upon arrival at any delivery location. Photo
identification, purpose of visit, and name of City staff contact, shall
be required for entry.
2.1.7 Contractor shall ensure that only authorized Contractor employees
and/or authorized City personnel shall have access to
Contractor/City vehicles, work site, equipment, work products,
reports, electronic data and any/all other information pertaining to
the City. Contractor shall not admit any unauthorized personnel
onto any work site. Contractor will not release, discuss or share any
information on systems, equipment and/or operations, to any non -
City personnel.
2.1.8 Upon leaving premises, all personnel shall be required to check out
with the Security Guard or Operator on duty.
3) Insurance
3.1. Contractor shall obtain at Contractor's expense all necessary insurance in
such form and amount as specified in the original bid document or as
required by the City's Risk and Safety Manager before beginning work
under this Agreement including, but not limited to, Workers'
Compensation, Commercial General Liability, and all other insurance as
required by the City, including Professional Liability when appropriate.
Contractor shall maintain such insurance in full force and effect during the
life of this Agreement. Contractor shall provide to the City's Risk and
Safety Manager certificates of all insurances required under this section
prior to beginning any work under this Agreement. The Contractor will
Agreement
ensure that all subcontractors comply with the above guidelines and will
retain all necessary insurance in force throughout the term of this
agreement.
3.2. Contractor shall indemnify and hold the City harmless for any damages
resulting from failure of the Contractor to take out and maintain such
insurance. Contractor's Liability Insurance policies shall be endorsed to
add the City as an additional insured. Contractor shall be responsible for
payment of all deductibles and self-insurance retentions on Contractor's
Liability Insurance policies.
4) Term
The term of this Agreement shall be for an initial one (1) year period, beginning
November 1, 2006 through October 31, 2007. The City reserves the right to renew
this Agreement for four (4) additional one (1) years periods subject to the
Contractor's acceptance, satisfactory performance and determination that renewal
will be in the best interest of the City.
5) Contract Sum
The Contract Sum for the above work is One Hundred Seventy -Six Dollars and
Ninety -One cents ($176.91), delivered cost, per ton for the City of Tamarac, and pricing
as shown in Contract Exhibit A for other participants in the Agreement. The Contract
sum includes all labor, materials and freight charges for the job also known as Bid No.
06-33B, Furnish, Deliver, and Discharge Quicklime at the City of Tamarac Water
Treatment Plant. Pricing for other entities within the Southeast Florida Governmental
Purchasing Cooperative will be in accordance with Contractor's Bid Form, contained
with Contractor's Bid response. All prices, terms and conditions shall remain firm for the
initial period of the contract, except for allowances for fuel surcharges, as provided in
Exhibit B to Bid document No. 06-33B. No price increase for quicklime material will
be accepted during the initial contract period. Contract terms allow for a price
increase request at the time of contract renewal based on actual costs or in
accordance with a recognized index or set of indices to be mutually agreed upon
by City and Contractor. To qualify for this increase, the vendor must submit
justification and written verification from freight/fuel distributor(s) to the Purchasing
Division prior to initial contract term expiration.
6) Payments
A monthly payment will be made for work that is completed, accepted and properly
invoiced. The City shall pay the Contractor for work performed subject to the
specifications of Bid 06-33B.
All payments shall be governed by the Local Government Prompt Payment Act, F.S.,
Part VII; Chapter 218.
Agreement
7) Warranty
Contractor warrants the material to be acceptable for the use for which it is
intended, and all applicable warranties shall be granted in accordance with the Uniform
Commercial Code of the State of Florida. Contractor shall be responsible for any
damages caused by defect to affected area or to equipment, as detailed in Section 5, of
the Special Terms and Conditions for Bid document No. 06-33B as issued by the City.
8) Indemnification
8.1 The Contractor shall indemnify and hold harmless the City, its elected and
appointed officials, employees, and agents from any and all claims, suits,
actions, damages, liability, and expenses (including attorneys' fees) in
connection with loss of life, bodily or personal injury, or property damage,
including loss of use thereof, directly or indirectly caused by, resulting
from, arising out of or occurring in connection with the operations of the
Contractor or its officers, employees, agents, subcontractors, or
independent Contractors, excepting only such loss of life, bodily or
personal injury, or property damage solely attributable to the gross
negligence or willful misconduct of the City or its elected or appointed
officials and employees. The above provisions shall survive the
termination of this Agreement and shall pertain to any occurrence during
the term of this Agreement, even though the claim may be made after the
termination hereof.
8.2 Upon completion of all Services, obligations and duties provided for in this
Agreement, or in the event of termination of this Agreement for any
reason, the terms and conditions of this Article shall survive indefinitely.
The Contractor shall pay all claims, losses, liens, settlements or
judgments of any nature whatsoever in connection with the foregoing
indemnifications including, but not limited to, reasonable attorney's
fees (including appellate attorney's fees) and costs.
ii. City reserves the right to select its own legal counsel to conduct any
defense in any such proceeding and all costs and fees associated
therewith shall be the responsibility of Contractor under the
indemnification agreement.
8.3 Nothing contained herein is intended nor shall be construed to waive City's
rights and immunities under the common law or Florida Statutes 768.28, as
amended from time to time.
9) Non -Discrimination & Equal Opportunity Employment
During the performance of the Contract, the Contractor shall not discriminate
against any employee or applicant for employment because of race, religion, color,
gender, national origin, sex, age, marital status, political affiliation, familial status, sexual
orientation, or disability if qualified. The Contractor will take affirmative action to ensure
that employees are treated during employment, without regard to their race, religion,
Agreement
color, gender, national origin, sex, age, marital status, political affiliation, familial status,
sexual orientation, or disability if qualified. Such actions must include, but not be limited
to, the following: employment, promotion; demotion or transfer; recruitment or
recruitment advertising, layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The Contractor shall
agree to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the provisions
of this nondiscrimination clause. The Contractor further agrees that he/she will ensure
that Subcontractors, if any, will be made aware of and will comply with this
nondiscrimination clause.
10) Independent Contractor
This Agreement does not create an employee/employer relationship between the
Parties. It is the intent of the Parties that the Contractor is an independent contractor
under this Agreement and not the City's employee for any purposes, including but not
limited to, the application of the Fair Labor Standards Act minimum wage and overtime
payments, Federal Insurance Contribution Act, the Social Security Act, the Federal
Unemployment Tax Act, the provisions of the Internal Revenue Code, the State
Worker's Compensation Act, and the State Unemployment Insurance law. The
Contractor shall retain sole and absolute discretion in the judgment of the manner and
means of carrying out Contractor's activities and responsibilities hereunder provided,
further that administrative procedures applicable to services rendered under this
Agreement shall be those of Contractor, which policies of Contractor shall not conflict
with City, State, or United States policies, rules or regulations relating to the use of
Contractor's funds provided for herein. The Contractor agrees that it is a separate and
independent enterprise from the City, that it had full opportunity to find other business,
that it has made its own investment in its business, and that it will utilize a high level of
skill necessary to perform the work. This Agreement shall not be construed as creating
any joint employment relationship between the Contractor and the City and the City will
not be liable for any obligation incurred by Contractor, including but not limited to unpaid
minimum wages and/or overtime premiums.
11) Assignment and Subcontracting
Contractor shall not transfer or assign the performance required by this
Agreement without the prior consent of the City. This Agreement, or any portion thereof,
shall not be subcontracted without the prior written consent of the city.
12) Notice
Whenever either party desires or is required under this Agreement to give notice
to any other party, it must be given by written notice either delivered in person, sent by
U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger
service, as follows:
Agreement
CITY
City Manager
City of Tamarac
7525 N.W. 88th Avenue
Tamarac, FL 33321
With a copy to City Attorney at the following address:
Goren, Cherof, Doody & Ezrol, P.A.
3099 East Commercial Blvd., Suite 200
Fort Lauderdale, FL 33308
CONTRACTOR
John Thompson
Florida District Manager
Chemical Lime Co. of Alabama, Inc.
4720 Cleveland Heights Blvd., Suite
203
Lakeland. FL 33813
13) Termination
13.1 Termination for Convenience: This Agreement may be terminated by
the City for convenience, upon seven (7) days of written notice by the
terminating party to the other party for such termination in which event the
Contractor shall be paid its compensation for services performed to
termination date, including services reasonably related to termination. In
the event that the Contractor abandons this Agreement or causes it to be
terminated, Contractor shall indemnify the city against loss pertaining to
this termination.
13.2 Default by Contractor: In addition to all other remedies available to the
City, this Agreement shall be subject to cancellation by the City for cause,
should the Contractor neglect or fail to perform or observe any of the
terms, provisions, conditions, or requirements herein contained, if such
neglect or failure shall continue for a period of thirty (30) days after receipt
by Contractor of written notice of such neglect or failure.
14) Uncontrollable Forces
14.1 Neither the City nor Contractor shall be considered to be in default of this
Agreement if delays in or failure of performance shall be due to
Uncontrollable Forces, the effect of which, by the exercise of reasonable
diligence, the non -performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention
or delay of performance by a party of its obligations under this Agreement
and which is beyond the reasonable control of the nonperforming party. It
Agreement
includes, but is not limited to fire, flood, earthquakes, storms, lightning,
epidemic, war, riot, civil disturbance, sabotage, and governmental actions.
14.2 Neither party shall, however, be excused from performance if
nonperformance is due to forces, which are preventable, removable, or
remediable, and which the nonperforming party could have, with the
exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The nonperforming party shall, within a reasonable
time of being prevented or delayed from performance by an uncontrollable
force, give written notice to the other party describing the circumstances and
uncontrollable forces preventing continued performance of the obligations of
this Agreement.
15) Agreement Subject to Funding
This agreement shall remain in full force and effect only as long as the
expenditures provided for in the Agreement have been appropriated by the City
Commission of the City of Tamarac in the annual budget for each fiscal year of this
Agreement, and is subject to termination based on lack of funding.
16) Venue
This Agreement shall be governed by the laws of the State of Florida as now and
hereafter in force. The venue for actions arising out of this agreement is fixed in
Broward County, Florida.
17) Signatory Authority
The Contractor shall provide the City with copies of requisite documentation
evidencing that the signatory for Contractor has the authority to enter into this
Agreement.
18) Severability; Waiver of Provisions
Any provision in this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provisions in any other jurisdiction. The non-
enforcement of any provision by either party shall not constitute a waiver of that
provision nor shall it affect the enforceability of that provision or of the remainder of this
Agreement.
19) Merger; Amendment
This Agreement constitutes the entire Agreement between the Contractor and
the City, and negotiations and oral understandings between the parties are merged
herein. This Agreement can be supplemented and/or amended only by a written
document executed by both the Contractor and the City.
7 Agreement
20) No Construction Against Drafting Party
Each party to this Agreement expressly recognizes that this Agreement results
from the negotiation process in which each party was represented by counsel and
contributed to the drafting of this Agreement. Given this fact, no legal or other
presumptions against the party drafting this Agreement concerning its construction,
interpretation or otherwise accrue to the benefit of any party to the Agreement, and
each party expressly waives the right to assert such a presumption in any proceedings
or disputes connected with, arising out of, or involving this Agreement.
Remainder of Page Intentionally Blank
8 Agreement
IN WITNESS WHEREOF, the parties have made and executed this Agreement on the
respective dates under each signature. CITY OF TAMARAC, signing by and through
its Mayor and City Manager, and CONTRACTOR, signing by and through its Florida
District Manager duly authorized to execute same.
_ ATTEST:
Marion Swenson, CIVIC
City Clerk
Da
ATTEST:
• -1
ignature of orporate
Assistant Secretary
Marcelino Rodri
Type/Print Name of Corporate S,eey-
Assistant Secretary
(CORPORATE SEAL)
CITY OF TAMARAC
Beth Flansbaum-Talabisco, Mayor
41
Jeffre L. Miler, City Manager
I t1) 62
Date
Date
CHEMICAL LIME CO. OF ALABAMA,INC.
Co y Nam
Signature of Florida District Manager
Florida District Manager
October 5, 2006
Date
Agreement
CORPORATE ACKNOWLEDGEMENT
STATE OF Florida
SS
COUNTY OF Polk
I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State
aforesaid and in the County aforesaid to take acknowledgments, personally appeared
John Thompson, Florida District Manager of Chemical Lime Co. of Alabama, Inc., an
Alabama Corporation, to me known to be the person(s) described in and who executed
the foregoing instrument and acknowledged before me that he/she executed the same.
WITNESS my hand and official seal this. day of October 5 , 20 06
N1"Pdit-ftbdF
Signature of Notary Public
M�! NMw�t►. State of Florida at Large
Elizabeth A. Hart
Print, Type or Stamp
Name of Notary Public
U Personally known to me or
❑ Produced Identification
Type of I.D. Produced
U DID TAKE AN OATH,
OR
® DID NOT TAKE AN
OATH.
10 Agreement
CONTRACT EXHIBIT A
Agencies to Be Supplied
Total Delivered
Material Freight/ Unit Price Per
Agency
Price/ Ton
Ton
Ton
Broward Co. Dist. 1
$167.00
$9.91
$176.91
Broward Co. Dist. 2
$167.00
$9.91
$176.91
Coral Springs
$167.00
$9.91
$176.91
Davie 76th Ave
$167.00
$9.91
$176.91
Davie 64th Ave.
$167.00
$9.91
$176.91
Deerfield Beach
$167.00
$9.91
$176.91
Ft. Lauderdale (Five Ash)
$167.00
$9.91
$176.91
Ft. Lauderdale (Peele-Dixie)
$167.00
$9.91
$176.91
Hallandale Beach
$167.00
$9.91
$176.91
Lauderhill
$167.00
$9.91
$176.91
Margate
$167.00
$9.91
$176.91
Miramar
$167.00
$10.51
$177.51
North Lauderdale
$167.00
$9.91
$176.91
North Miami
$167.00
$10.51
$177.51
North Miami Beach
$167.00
$10.51
$177.51
Pembroke Pines
$167.00
$9.91
$176.91
Pompano Beach
$167.00
$9.91
$176.91
Sunrise (Springtree)
$167.00
$9.91
$176.91
Sunrise (Sludgemill)
$167.00
$9.91
$176.91
City of Tamarac $167.00 $9.91 $176.91
11 Agreement
TR 11082
EXHIBIT F
AGREEMENT
BETWEEN THE CITY OF TAMARAC
AND
CARMEUSE LIME SALES CORPORATION
THIS AGREEMENT is made and entered into this day of OCfVbe , 20_p
by and between the City of Tamarac, a municipal corporation with principal offices
located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "CITY") on behalf of the
Southeast Florida Government Purchasing Cooperative, and Carmeuse Lime Sales
Corporation, a Delaware corporation with principal offices located at 11 Stanwix Street,
11th Floor, Pittsburgh, PA 15222 (the "Contractor") to Furnish Deliver and Discharge
Quicklime for participating agencies in the Southeast Florida Governmental Purchasing
Cooperative (The "CO-OP") as shown in Contract Exhibit A herein.
Now therefore, in consideration of the mutual covenants hereinafter set forth, the City
and Contractor agree as follows:
1) The Contract Documents
The contract documents consist of this Agreement, Bid Document No. 06-33B, "Furnish,
Deliver and Discharge Quicklime", including all conditions therein, (General Terms and
Conditions, Special Conditions and/or Special Provisions), drawings, Technical
Specifications, all addenda, the Contractor's bid/proposal included herein, Contract
Exhibit A, which lists specific agencies awarded, and all modifications issued after
execution of this Agreement. These contract documents form the Agreement, and all
are as fully a part of the Agreement as if attached to this Agreement or repeated therein.
In the event that there is a conflict between Bid Document No. 06-33B, "Furnish Deliver
and Discharge Quicklime", as issued by the City, and the Contractor's Proposal, Bid
Document No. 06-33B, as issued by the City shall take precedence over the
Contractor's Proposal. Furthermore, in the event of a conflict between this document
and any other contract documents, this Agreement shall prevail.
2) The Work
2.1. The Contractor shall perform all work for the City required by the contract
documents as set forth below:
2.1.1 Contractor shall furnish all labor, materials, and equipment
necessary to Furnish, Deliver and Discharge Quicklime in
accordance with the Technical Specifications, terms and conditions
contained in Bid Document 06-33B, "Furnish, Deliver and
Discharge Quicklime" for agencies listed in Contract Exhibit A.
2.1.2 Contractor shall supervise the work force to ensure that all workers
conduct themselves and perform their work in a safe and
professional manner. Contractor shall comply with all OSHA safety
rules and regulations in the operation of equipment and in the
performance of the work. Contractor shall at all times have a
competent field supervisor on the job site to enforce these policies
and procedures at the Contractor's expense.
2.1.3 Contractor shall comply with any and all Federal, State, and local
laws and regulations now in effect, or hereinafter enacted during
the term of this Agreement, which are applicable to the Contractor,
its employees, agents or subcontractors, if any, with respect to the
work and services described herein.
2.1.4 Contractor shall be required to complete the "Contractor Pass
Request Form" (See attached Exhibit A to Bid Document No. 06-
33B), with photo identification of all personnel authorized to be on
premises at City delivery sites. This form will be sent to the
awarded vendor(s) with the notification of award letter.
2.1.5 Personnel additions and/or deletions shall be reported to the City's
designated representative in writing, via fax to a number to be
provided by the using agency, within twenty four (24) hours of the
personnel change, by modification of the names submitted on the
original Contractor Pass Request Form.
2.1.6 All personnel shall check -in with the Security Guard or Operator on
duty immediately upon arrival at any delivery location. Photo
identification, purpose of visit, and name of City staff contact, shall
be required for entry.
2.1.7 Contractor shall ensure that only authorized Contractor employees
and/or authorized City personnel shall have access to
Contractor/City vehicles, work site, equipment, work products,
reports, electronic data and any/all other information pertaining to
the City. Contractor shall not admit any unauthorized personnel
onto any work site. Contractor will not release, discuss or share any
information on systems, equipment and/or operations, to any non -
City personnel.
2.1.8 Upon leaving premises, all personnel shall be required to check out
with the Security Guard or Operator on duty.
3) Insurance
3.1. Contractor shall obtain at Contractor's expense all necessary insurance in
such form and amount as specified in the original bid document or as
required by the City's Risk and Safety Manager before beginning work
under this Agreement including, but not limited to, Workers'
Compensation, Commercial General Liability, and all other insurance as
required by the City, including Professional Liability when appropriate.
Contractor shall maintain such insurance in full force and effect during the
life of this Agreement. Contractor shall provide to the City's Risk and
Safety Manager certificates of all insurances required under this section
prior to beginning any work under this Agreement. The Contractor will
��greerr�er�f
ensure that all subcontractors comply with the above guidelines and will
retain all necessary insurance in force throughout the term of this
agreement.
3.2. Contractor shall indemnify and hold the City harmless for any damages
resulting from failure of the Contractor to take out and maintain such
insurance. Contractor's Liability Insurance policies shall be endorsed to
add the City as an additional insured. Contractor shall be responsible for
payment of all deductibles and self-insurance retentions on Contractor's
Liability Insurance policies.
4) Term
The term of this Agreement shall be for an initial one (1) year period, beginning
November 1, 2006 through October 31, 2007. The City reserves the right to renew
this Agreement for four (4) additional one (1) years periods subject to the
Contractor's acceptance, satisfactory performance and determination that renewal
will be in the best interest of the City.
5) Contract Sum
The Contract Sum for the above work is as shown for entities listed in Contract
Exhibit A, based on a delivered cost, per ton. The Contract sum includes all labor,
materials and freight charges for the job also known as Bid No. 06-33B, "Furnish,
Deliver, and Discharge Quicklime" for the Southeast Florida Governmental Purchasing
Cooperative entities listed in Contract Exhibit A. Pricing under this Agreement shall be
in accordance with Contract Exhibit A. All prices, terms and conditions shall remain firm
for the initial period of the contract, except for allowances for fuel surcharges, as
provided in Exhibit B to Bid document No. 06-33B. No price increase for quicklime
material will be accepted during the initial contract period. Contract terms allow
for a price increase request at the time of contract renewal based on actual costs
or in accordance with a recognized index or set of indices to be mutually agreed
upon by City and Contractor. To qualify for this increase, the vendor must submit
justification and written verification from freight/fuel distributor(s) to the Purchasing
Division prior to initial contract term expiration.
6) Payments
A monthly payment will be made for work that is completed, accepted and properly
invoiced. The City shall pay the Contractor for work performed subject to the
specifications of Bid 06-33B.
All payments shall be governed by the Local Government Prompt Payment Act, F.S.,
Part VII; Chapter 218.
7) Warranty
Contractor warrants the material to be acceptable for the use for which it is
intended, and all applicable warranties shall be granted in accordance with the Uniform
Commercial Code of the State of Florida. Contractor shall be responsible for any
rxc�r,e.r,ient
damages caused by defect to affected area or to equipment, as detailed in Section 5, of
the Special Terms and Conditions for Bid document No. 06-33B as issued by the City.
8) Indemnification
8.1 The Contractor shall indemnify and hold harmless the City, its elected and
appointed officials, employees, and agents from any and all claims, suits,
actions, damages, liability, and expenses (including attorneys' fees) in
connection with loss of life, bodily or personal injury, or property damage,
including loss of use thereof, directly or indirectly caused by, resulting
from, arising out of or occurring in connection with the operations of the
Contractor or its officers, employees, agents, subcontractors, or
independent Contractors, excepting only such loss of life, bodily or
personal injury, or property damage solely attributable to the gross
negligence or willful misconduct of the City or its elected or appointed
officials and employees. The above provisions shall survive the
termination of this Agreement and shall pertain to any occurrence during
the term of this Agreement, even though the claim may be made after the
termination hereof.
8.2 Upon completion of all Services, obligations and duties provided for in this
Agreement, or in the event of termination of this Agreement for any
reason, the terms and conditions of this Article shall survive indefinitely.
i. The Contractor shall pay all claims, losses, liens, settlements or
judgments of any nature whatsoever in connection with the foregoing
indemnifications including, but not limited to, reasonable attorney's
fees (including appellate attorney's fees) and costs.
ii. City reserves the right to select its own legal counsel to conduct any
defense in any such proceeding and all costs and fees associated
therewith shall be the responsibility of Contractor under the
indemnification agreement.
8.3 Nothing contained herein is intended nor shall be construed to waive City's
rights and immunities under the common law or Florida Statutes 768.28, as
amended from time to time.
9) Non -Discrimination & Equal Opportunity Employment
During the performance of the Contract, the Contractor shall not discriminate
against any employee or applicant for employment because of race, religion, color,
gender, national origin, sex, age, marital status, political affiliation, familial status, sexual
orientation, or disability if qualified. The Contractor will take affirmative action to ensure
that employees are treated during employment, without regard to their race, religion,
color, gender, national origin, sex, age, marital status, political affiliation, familial status,
sexual orientation, or disability if qualified. Such actions must include, but not be limited
to, the following: employment, promotion; demotion or transfer; recruitment or
recruitment advertising, layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The Contractor shall
4
agree to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the provisions
of this nondiscrimination clause. The Contractor further agrees that he/she will ensure
that Subcontractors, if any, will be made aware of and will comply with this
nondiscrimination clause.
10) Independent Contractor
This Agreement does not create an employee/employer relationship between the
Parties. It is the intent of the Parties that the Contractor is an independent contractor
under this Agreement and not the City's employee for any purposes, including but not
limited to, the application of the Fair Labor Standards Act minimum wage and overtime
payments, Federal Insurance Contribution Act, the Social Security Act, the Federal
Unemployment Tax Act, the provisions of the Internal Revenue Code, the State
Worker's Compensation Act, and the State Unemployment Insurance law. The
Contractor shall retain sole and absolute discretion in the judgment of the manner and
means of carrying out Contractor's activities and responsibilities hereunder provided,
further that administrative procedures applicable to services rendered under this
Agreement shall be those of Contractor, which policies of Contractor shall not conflict
with City, State, or United States policies, rules or regulations relating to the use of
Contractor's funds provided for herein. The Contractor agrees that it is a separate and
independent enterprise from the City, that it had full opportunity to find other business,
that it has made its own investment in its business, and that it will utilize a high level of
skill necessary to perform the work. This Agreement shall not be construed as creating
any joint employment relationship between the Contractor and the City and the City will
not be liable for any obligation incurred by Contractor, including but not limited to unpaid
minimum wages and/or overtime premiums.
11) Assignment and Subcontracting
Contractor shall not transfer or assign the performance required by this
Agreement without the prior consent of the City. This Agreement, or any portion thereof,
shall not be subcontracted without the prior written consent of the city.
12) Notice
Whenever either party desires or is required under this Agreement to give notice
to any other party, it must be given by written notice either delivered in person, sent by
U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger
service, as follows:
CITY
City Manager
City of Tamarac
7525 N.W. 88th Avenue
Tamarac, FL 33321
X t�c�r�„�rp::rtt
With a copy to City Attorney at the following address:
Goren, Cherof, Doody & Ezrol, P.A.
3099 East Commercial Blvd., Suite 200
Fort Lauderdale, FL 33308
CONTRACTOR
Bruce D. Routhieaux,
Vice President, Sales
Carmeuse Lime Sales Corporation
11 Stanwix Street, 1 lin Floor
Pittsburah. PA 15222
13) Termination
13.1 Termination for Convenience: This Agreement may be terminated by
the City for convenience, upon seven (7) days of written notice by the
terminating party to the other party for such termination in which event the
Contractor shall be paid its compensation for services performed to
termination date, including services reasonably related to termination. In
the event that the Contractor abandons this Agreement or causes it to be
terminated, Contractor shall indemnify the city against loss pertaining to
this termination.
13.2 Default by Contractor: In addition to all other remedies available to the
City, this Agreement shall be subject to cancellation by the City for cause,
should the Contractor neglect or fail to perform or observe any of the
terms, provisions, conditions, or requirements herein contained, if such
neglect or failure shall continue for a period of thirty (30) days after receipt
by Contractor of written notice of such neglect or failure.
14) Uncontrollable Forces
14.1 Neither the City nor Contractor shall be considered to be in default of this
Agreement if delays in or failure of performance shall be due to
Uncontrollable Forces, the effect of which, by the exercise of reasonable
diligence, the non -performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention
or delay of performance by a party of its obligations under this Agreement
and which is beyond the reasonable control of the nonperforming party. It
includes, but is not limited to fire, flood, earthquakes, storms, lightning,
epidemic, war, riot, civil disturbance, sabotage, and governmental actions.
14.2 Neither party shall, however, be excused from performance if
nonperformance is due to forces, which are preventable, removable, or
remediable, and which the nonperforming party could have, with the
exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The nonperforming party shall, within a reasonable
A,flBF,fl1 Clf
time of being prevented or delayed from performance by an uncontrollable
force, give written notice to the other party describing the circumstances and
uncontrollable forces preventing continued performance of the obligations of
this Agreement.
15) Agreement Subject to Funding
This agreement shall remain in full force and effect only as long as the
expenditures provided for in the Agreement have been appropriated by the City
Commission of the City of Tamarac in the annual budget for each fiscal year of this
Agreement, and is subject to termination based on lack of funding.
16) Venue
This Agreement shall be governed by the laws of the State of Florida as now and
hereafter in force. The venue for actions arising out of this agreement is fixed in
Broward County, Florida.
17) Signatory Authority
The Contractor shall provide the City with copies of requisite documentation
evidencing that the signatory for Contractor has the authority to enter into this
Agreement.
18) Severability; Waiver of Provisions
Any provision in this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provisions in any other jurisdiction. The non-
enforcement of any provision by either party shall not constitute a waiver of that
provision nor shall it affect the enforceability of that provision or of the remainder of this
Agreement.
19) Merger; Amendment
This Agreement constitutes the entire Agreement between the Contractor and
the City, and negotiations and oral understandings between the parties are merged
herein. This Agreement can be supplemented and/or amended only by a written
document executed by both the Contractor and the City.
20) No Construction Against Drafting Party
Each party to this Agreement expressly recognizes that this Agreement results
from the negotiation process in which each party was represented by counsel and
contributed to the drafting of this Agreement. Given this fact, no legal or other
presumptions against the party drafting this Agreement concerning its construction,
interpretation or otherwise accrue to the benefit of any party to the Agreement, and
each party expressly waives the right to assert such a presumption in any proceedings
or disputes connected with, arising out of, or involving this Agreement.
"viraemont
IN WITNESS WHEREOF, the parties have made and executed this Agreement
on the respective dates under each signature. CITY OF TAMARAC, signing by and
through its Mayor and City Manager, and CONTRACTOR, signing by and through its
Vice President of Sales duly authorized to execute same.
ATTEST:
= Marion Swenson, CMC
City Clerk
o k ol 0
Date I
ATTEST:
"� t
�
Signaturey Corporate ecretary
Michael J. Collingwood
Type/Print Name of Corporate Secy.
Asst. Secretary
(CORPORATE SEAL)
CITY OF TAMARAC -
r
Beth Flansbaum-Talabisco, Mayor
Dat
Jeffrey4ZMiTer, City Manager
io1,9-L1
Date
Approve too and al fficiency:
City Pittorney V
Date
CARMEUSE LIME SALES
CORPORATION
Company Name
Signature of Vice President of Sales
Bruce D. Routhieaux
Vice President of Sales
Oc'1-o1�e�- G2eo6
Date
CORPORATE ACKNOWLEDGEMENT
STATE OF
:SS
COUNTY OF
I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State
aforesaid and in the County aforesaid to take acknowledgments, personally appeared
Bruce D. Routhieaux Vice President of Sales of Carmeuse Lime Sales Corporation, a
Delaware Corporation, to me known to be the person(s) described in and who executed
the foregoing instrument and acknowledged before me that he/she executed the same.
WITNESS my hand and official seal thigday of UC',� , 20j:�6
NOTARIAL SEAL
Karen L. Little, Notary Public
Pittsburgh, Allegheny County
My commission expires April 13, 2008
1,7
Signature of Notary Public
e
Print, Type or Stamp
Name of Notary Public
�rsonally known to me or
❑ Produced Identification
Type of I.D. Produced
U DID TAKE AN OATH,
OR
DID NOT TAKE AN
OATH.
CONTRACT EXHIBIT A
Agencies to Be Supplied
Material Total Delivered
Price/
Freight/
Unit Price Per
Agency
Ton
Ton
Ton
City of Dania Beach
$100.00
$67.50
$167.50
City of Hollywood - Pebble
$100.00
$67.50
$167.50
City of Hollywood - Hi Cal
$100.00
$67.50
$167.50
�Ci ,�1�'YE'Pr"P1E'l1�
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
CARMEUSE LIME SALES CORPORATION
The undersigned, being all of the members of the Board of Directors of Carmeuse Lime
Sales Corporation, a Delaware Corporation (the "Corporation"), do hereby vote for, consent to,
authorize and adopt the following resolutions by unanimous written consent pursuant to Section
141(f) of the Delaware General Corporation Law, with the same force and effect as if the
undersigned had been present at a meeting of the Board of Directors of the Corporation and had
voted for the same:
WHEREAS, the Corporation desires to restate its entire list of officers in order to reflect
recent changes in the management of the Corporation;
BE IT RESOLVED THAT the following persons be, and they hereby are, elected to the
offices set forth opposite their names below, to hold such offices until their successors have been
duly elected and qualified:
Thomas A. Buck
President and CEO
Philip Johnson
Senior Vice President, Sales and Marketing
Bruce Routhieaux
Vice President of Sales
Jack Fahler
Vice President Supply Chain
Patrick Worms
Chief Information Officer
Mary D. Colin
Treasurer, Assistant Secretary
Kevin J. Whyte
Vice President, General Counsel, Secretary
John Bigley
Assistant Secretary
IVl�chaei Cc�lingv�ood,
Assistant Secr
BE IT FURTHER RESOLVED THAT the officers of the Corporation be, and they
hereby are, authorized to do or cause to be done any and all such acts and things and execute and
deliver any and all documents and papers as they may deem necessary or appropriate to carry out
the purposes of the foregoing resolutions; and
BE IT FURTHER RESOLVED THAT a copy of this Unanimous Written Consent of the
Board of Directors be delivered to the Secretary of the Corporation with direction that it be filed
and maintained with the corporate records of the Corporation.
IN WITNESS WHEREOF, the unde-Aigned have executed this Unanimous Written
Consent of the Board of Directors as of the ay o
,,,,Tho s A. Buck
Philip Johnson
Being all of the Directors of Carmeuse Lime
Sales Corporation