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HomeMy WebLinkAboutCity of Tamarac Resolution R-2020-095 Temp Reso #13501 Page 1 September 3, 2020 • CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2020- c ' 5 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO AWARD BID #20-21 B, "FURNISH, DELIVER AND DISCHARGE OF QUICKLIME" TO, AND EXECUTE AGREEMENTS WITH, LHOIST NORTH AMERICA OF ALABAMA, LLC FOR THE CITY OF TAMARAC AND AN ADDITIONAL TWENTY-THREE MEMBERS OF THE SOUTHEAST FLORIDA GOVERNMENTAL PURCHASING COOPERATIVE (CO-OP); AND WITH CARMEUSE LIME AND STONE ON BEHALF OF ONE CO-OP MEMBER, THE CITY OF HOLLYWOOD, FOR A PERIOD OF THREE (3) YEARS WITH THREE (3) 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 20-21 B, "Furnish, Deliver and Discharge of Quicklime" issued on behalf of the Southeast Florida Governmental Purchasing Cooperative (Co-op); and WHEREAS, Twenty-one governmental agencies, including the City of Tamarac will utilize this bid to purchase approximately 65,170 tons annually, of quicklime for the Co-op, of which approximately 1,500 tons will be purchased for the City of Tamarac, a copy of said bid is on file with the City Clerk; and WHEREAS, the City of Tamarac publicly advertised Bid 20-21B, "Furnish, Deliver and Discharge of Quicklime" on the City's web-site and in the Sun- Sentinel on August 16, 2020; and • Temp Reso #13501 Page 2 September 3, 2020 WHEREAS, three (3) vendors downloaded the bid from the City's web- • site; and two (2) complete bids were opened and reviewed to determine cost and responsiveness to the City's specifications; and WHEREAS, Lhoist North America of Alabama, LLC submitted the lowest delivered bid price per ton for the City, and prices as shown on the bid tabulation for other members of the Co-Op, a copy of the bid tabulation is attached hereto as Exhibit "1"; and WHEREAS, Lhoist North America of Alabama, LLC was deemed the lowest responsive and responsible bidder for the City of Tamarac, and for twenty-three (23) members of the Co-op, with a copy of the bid submitted on file with the City Clerk; and WHEREAS, Carmeuse Lime and Stone was deemed the lowest • responsive and responsible bidder for high calcium granular quicklime for the City of Hollywood, a member of the Co-op, with a copy of the bid submitted on file with the City Clerk; 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, pursuant to Section 5 of the executed Agreements, Lhoist North America of Alabama, LLC, and Carmeuse Lime & Stone, Inc. may seek a price adjustment on a quarterly basis based on actual costs or in accordance with one or more recognized indices; and WHEREAS, current dynamic economic conditions dictate that the best interests of the City and the Co-op will be met by the utilization of an ongoing • Temp Reso #13501 Page 3 September 3, 2020 • quarterly material price adjustment formula, which allows for escalation and de- escalation of material pricing on a quarterly basis, effective October 1st, January 1st, April 1st and July 1st of each year; and WHEREAS, sufficient funds are available from the Public Services Department Operating funds; and WHEREAS, it is the recommendation of the Director of Public Services and the Purchasing and Contracts Manager that Bid 20-21B be awarded to and an agreement executed with Lhoist North America of Alabama, LLC for furnishing, delivering and discharging quicklime, for a period of three years with three (3) additional one (1) year renewal options for the City of Tamarac, and on behalf of twenty (20) other agencies in the Co-op; and WHEREAS, it is the recommendation of the Director of Public Services and the Purchasing and Contracts Manager that Bid 20-21B be awarded to and an agreement executed with Carmeuse Lime and Stone for furnishing, delivering and discharging high calcium granular quicklime, for a period of three (3) years with three (3) additional one (1) year renewal options for the City of Hollywood, an agency 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 20- 21B and execute an agreement with Lhoist North America of Alabama, LLC for furnishing, delivering and discharging quicklime, for a period of three (3) years with three (3) additional one (1) year renewal options, on behalf of the City of S Temp Reso #13501 Page 4 September 3, 2020 Tamarac and on behalf of an additional Twenty (20) 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 20- 21B and execute an agreement with Carmeuse Lime and Stone for furnishing, delivering and discharging high calcium granular quicklime, for a period of three (3) years with three (3) additional one (1) year renewal options, for the City of Hollywood, an agency in the Co-op. 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 and all exhibits referenced and attached hereto are incorporated herein and made a specific part of this resolution. SECTION 2: The award of Bid 20-21B, "Furnish, Deliver and Discharge of Quicklime", to Lhoist North America of Alabama, LLC, on behalf of the City of Tamarac and twenty-three (23) 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 Lhoist North America of Alabama, LLC as part of said Temp Reso #13501 Page 5 September 3, 2020 • award, a copy of which is attached hereto as Exhibit "2" for prices as shown in Exhibit "1" on behalf of the City of Tamarac and twenty-three (23) entities within the Southeast Florida Governmental Purchasing Cooperative. SECTION 4: The award of Bid 20-212B, "Furnish, Deliver and Discharge of Quicklime", to Carmeuse Lime and Stone, for the provision of high calcium granular lime for the City of Hollywood, an agency in the Co-op, is HEREBY AUTHORIZED. SECTION 5: The appropriate City officials are hereby authorized to execute an agreement with Carmeuse Lime and Stone as part of said award for high calcium quicklime, a copy of which is attached hereto as Exhibit "3" for prices as shown in Exhibit "1" on behalf of the City of Hollywood, an agency in 1111 the Co-op. SECTION 6: The City Manager, or his designee, is hereby authorized to approve and execute any subsequent renewal options to this Agreement, and to initiate Change Orders in amounts not to exceed $65,000 per Section 6-147 of the City Code. SECTION 7: All resolutions or parts of resolutions in conflict herewith are HEREBY repealed to the extent of such conflict. SECTION 8: 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. s Temp Reso #13501 Page 6 September 3, 2020 SECTION 9: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this,l3 day of41.A--/ 4../ 2020. / iJ4 „.„ MICH LLE J. GOME-� MAYOR ATTEST: /4.‘"‘ JENNIFER JOH. ON, CMC CITY CLERK I HEREBY CERTIFY that I • Have approved this RESOLUTION as to form. RECORD OF COMMISSION VOTE: MAYOR GOMEZ DIST 1: V/M BOLTON DIST 2: COMM. GELIN DIST 3: COMM. FISHMAN DIST 4: COMM. PLACKO )Otetti, SAMUEL S. GO E CITY ATTORN s TAMARAC City of Tarrr,,f,rc The City For Your Life Purchasing and Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC AND LHOIST NORTH AMERICA OF ALABAMA, LLC THIS AGREEMENT is made and entered into this \--- day of c htr, 201P 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 Lhoist North America of Alabama, LLC an Alabama Limited Liability corporation duly registered as a Florida Foreign Limited Liability corporation with principal offices located at 5600 Clearfork Main Street, Suite 300, Fort Worth, Texas 76109 (the "Contractor") to Furnish, Deliver and Discharge of Quicklime for the City of Tamarac and participating member of the Southeast Florida Governmental Purchasing Cooperative. 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. 20-21 B, "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, and all modifications issued after execution of this Agreement; and Attachment A, which is a schedule of delivered pricing for individual delivery locations. 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. 20-21 B, "Furnish Deliver and Discharge Quicklime", as issued by the City, and the Contractor's Proposal, Bid Document No. 20-21 B, 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 20-21B, "Furnish, Deliver and Discharge Quicklime". 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. 1 TAMARAC City of Tamarac The City For Your Life Purchasing and Contracts Division 2.1.4 Contractor shall be required to provide a copy of the "Contractor Pass Request Form" (See attached Appendix A to Bid Document No. 20-21B), with photo identification of all personnel authorized to be on premises at City delivery sites. 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, Builder's Risk 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 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; and shall list the City as the Certificate Holder. Contractor shall be responsible for payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies. Insurance limits are outlined below: o General Liability-$1M per occ./$2M aggregate o Automobile—$1 M per occ./$1 M aggregate o Workers Comp—Statutory 3.3 Contractor shall at a minimum, provide the level of coverage provided for in Section 3.2 of this Agreement to any other organization in the Southeast Florida Governmental Purchasing Cooperative, and shall provide those agencies with their own Certificate of Insurance to validate coverage for their entity. 4. Term The term of this Agreement shall be for an initial three (3) year period, beginning November 1, 2020 through October 31, 2023. The City reserves the right to renew this Agreement for three (3) 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. 2 TAMARAC City of Tamarac The City For Your Life Purchasing and Contracts Division 5. Contract Sum The Contract Sum for the above work for entities listed in Attachment A (UNIT PRICING PROVIDED IN BID) herein, shall be based on delivered cost per ton. The Contract sum includes all labor, materials and freight charges for the job also known as Bid No. 20-21 B, "Furnish, Deliver, and Discharge Quicklime" for the Southeast Florida Government Purchasing Cooperative entities listed in Attachment A. All Terms and Conditions, except product price, freight, transfer, and rail and truck fuel surcharges shall remain firm through the term of the contract, Pricing shown in Attachment A, shall be firm for the initial contract period from November 1, 2020 through December 31, 2020, Pricing changes will thereafter be allowable on a quarterly basis in accordance with Section 5.3, "Escalation / De- escalation" shown herein beginning on January 1, 2021. 5.1 Contract Pricing shall be based on delivered cost per ton. The Contract sum includes all labor, materials and freight charges pricing shall be firm for the initial contract period from November 1, 2020 through December 31, 2020. Pricing changes will thereafter be allowable on a quarterly basis in accordance with Section 5.3, "Escalation / De- escalation" shown herein beginning on January 1, 2021. 5.2 In consideration of fluctuations in fuel prices, the City will allow rail and trucking fuel surcharges during the term of the contract. 5.2.2 Rail Surcharge — The rail fuel surcharge rate will be based on actual contracts, invoices or published rates of the contractor's rail carrier. Contractor shall provide documentation regarding the rail carrier's pricing as a part of the request for an adjustment to the rail surcharge. No surcharge will be applied on top of another one. The Bidder should provide a rail fuel surcharge schedule as part of their bid submittal in the area provided in Attachment B herein. 5.2.3 Trucking Surcharge -The truck fuel surcharge rate will be based on the Trucking Fuel Surcharge Scale contained in Attachment B herein, which shall be determined by referencing the Retail On-Highway Diesel Price — U.S. Average, as published by the U.S. Department of Energy, Energy Information Administration (DOE)for the third Monday of the final month of each quarter. The truck fuel surcharge will be applied to the base contract price per ton of quicklime transported effective with the start of the next quarter. No surcharge will be applied on top of another one. The Contractor shall utilize the trucking fuel surcharge scale included in Attachment B as a basis for adjustment, and surcharge adjustments will be based on that scale. The DOE Retail On- Highway Diesel Price — US Average index may be found at: http://tonto.eia.doe.gov/oog/info/wohdp/diesel detail report combined.asp 5.3 Escalation/De-escalation: 5.3.1 The City will accept price adjustments on a quarterly basis on January 1st, April 1st, July 1st and October 1st of each year. The Contractor must submit sufficient documentation to be given consideration for a price increase; and must pass-on a price decrease when the Contractor's costs are reduced. Approved documentation includes, but is not limited to published U.S. Department of Energy (DOE) reports on coal costs, Platt's Coal Index, U.S. Bureau of Labor Statistics (BLS) reports on Producer Price Index (PPI) for all commodities, U.S. Energy Information Administration WTI publications on spot crude oil prices, BLS Electric Power Generation, Transmission and Distribution Index, BLS Crushed and Broken Limestone Index, BLS mining Machinery and Equipment Index; and copies of vendor monthly internal cost reports and/or actual invoices. 5.3.2 Rail and Truck freight charges and changes for transfer costs require written 3 TAMARAC i'y v f T ,a The City For Your Life Purchasing and Contracts Division verification from vendor's freight and transfer subcontractors, provided to the Purchasing & Contracts Division prior to initial contract term expiration of the Agreement. All Rail and Truck fuel surcharges will be applied initially on November 1, 2020, subject to change in accordance with the schedule provided in Attachment B herein. 5.3.3 The City acknowledges that Contractor's rail and truck carriers adjust fuel surcharges monthly. The Contractor will apply fuel surcharges for each quarter based on the amount of the rail and truck fuel surcharges in effect for the month preceding the quarterly price change as calculated in accordance with Section 5.2 of this Agreement, utilizing Attachment B to this Agreement. 5.3.4 Cost adjustments, in all cases, shall reflect only a direct pass-through of costs, and no changes to the Contractor's profit margin shall be permitted. The City and the Contractor may also utilize recognized government/industry indices or combination of indices to be mutually agreed upon by the City and Contractor, when determining price increases. The City reserves the right to allow the Contractor to utilize alternative indices for price adjustment justification; however, the Contractor will only be allowed to change these indices at the time of any potential contract renewal, unless the index or indices cease publication, in which case the Contractor will be allowed to make changes to for any discontinued index during the contract period. The City reserves final judgement in the determination of the acceptance of specific indices to be utilized for the justification of price adjustments. 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 20-21 B. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII; Chapter 218. 7 Conditions of Material All materials and products supplied by the Contractor in conjunction with this agreement shall conform to the specifications of the original bid#20-21 B. The City reserves the right to return the product to the Contractor and require the delivery of new product at no cost to 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 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. 4 TAMARAC City of Tamarac The City For Your Life Purchasing and Contracts Division 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 attorneys 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 The City and Contractor recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Contractor and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Contractor. Furthermore, the City and Contractor understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Contractor's responsibility to indemnify. 8.4 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 and its subcontractors shall not discriminate against any employee or applicant for employment because of race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity and expression, genetic information or disability if qualified. The Contractor will take affirmative action to ensure that employees and those of its subcontractors are treated during employment, without regard to their race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity or expression, genetic information, 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 and its subcontractors shall agree to post in conspicuous places, available to its 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 all 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 5 TAMARAC City of Tamarac The City For Your Life Purchasing and Contracts Division 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 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 Lhoist North America of Alabama, LLC 5600 Clearfork Main Street, Suite 300 Fort Worth, TX 76109 Attn: Ron Thompson, CEO 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 material 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, 6 TAMARAC City;'Lf i ani r,A; The City For Your Life Purchasing and Contracts Division 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 Warranties Contractor warrants that the materials sold hereunder shall conform to the specifications set forth herein and shall be free and clear of all liens and other encumbrances. CONTRACTOR MAKES NO FURTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY INTENDED USE OR PURPOSE. 17 Limitation of Liability NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, OR DEFAULT IN THE PERFORMANCE HEREOF, WHETHER BASED UPON CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), WARRANTY OR ANY OTHER LEGAL THEORY. CONTRACTOR'S LIABILITY FOR DAMAGES SHALL BE LIMITED TO REPLACEMENT OF NON- CONFORMING MATERIAL OR REIMBURSEMENT OF THE PURCHASE PRICE FOR SUCH NON- CONFORMING MATERIAL. 18 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. 19 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. 20 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. 7 TAi-�iRAC City of Tamarac The City For Your Life Purchasing and Contracts Division 21 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. 22 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. 23 Scrutinized Companies --287.135 AND 215.473 23.1 By execution of this Agreement, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. 23.2 Submitting a false certification shall be deemed a material breach of contract.The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 24 Public Records 24.1 The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: 24.1.1 Keep and maintain public records required by the City in order to perform the service; 24.1.2 Upon request from the City's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 24.1.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City. 24.1.4 Upon completion of the contract, transfer, at no cost to the City, all public records in possession of the Contractor, or keep and maintain public records required by 8 TAMARAC City of Tamarac The City For Your Life Purchasing and Contracts Division the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records in a format that is compatible with the information technology systems of the City. 24.2 During the term of the contract, the Contractor shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract.The form of all records and reports shall be subject to the approval of the City's Auditor. The Contractor agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract. 25 Public Records Custodian IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK 7525 NW 88TH AVENUE ROOM 101 TAMARAC, FL 33321 (954) 597-3505 CITYCLERK@TAMARAC.ORG Remainder of Page Intentionally Blank 9 TAMLARAC... City of Tamarac The City For Your Life Purchasing and Contracts Division 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 CEO duly authorized to execute same. CITY OF TAMARAC i%& Michole J. Gomez, Mayor Date ATTEST: Michael C. Cernech, City anage Je ifer%John , CMC Date Clerk " c / 5:-6� Approved s to form and I al sufficiency: Dat� , P"ppli, City A orney ��(1/1-3/7-C Date ATTEST: LHOIST NORTH AMERICA OF ALABAMA, LLC Company Name � KPAv4 , i V/!-Y7tifr Signature of Corporate Secretary Signature of CEO Ih t• eifj‘ditc. Ron Thompson Type/Print Name of Corporate Secy. CEO Y p Y S ,111^A. ', Z020 (CORPORATE SEAL) Date% 10 TAMARAC City of Tamarac The City For Your Life Purchasing and Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF To.N.1SO : SS COUNTY OF \Q r( 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 Ron Thompson, CEO of Lhoist North America of Alabama, LLC an Alabama Limited Liability Corporation duly registered as Florida Foreign Limited Liability 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 1 0 '�,D. 6ZiVia Signature of Notary Public State of-Floritta at Large -+ \W.``-3 0'1 RACHEL GALVAN ) Print, Type or Stamp -*: i4� :•1 My Notary ID#128343345 Name of Notary Public ,yeko Expires July 30,2022 Personally known to me or Produced Identification • Type of I.D. Produced DID take an oath, or ❑ DID NOT take an oath. 41 TAMARAC City of Tamarac The City For Your Life ATTACHMENT A PARTICIPATING AGENCIES & UNIT PRICING PROVIDED IN BID Below is a list of the agencies participating in this bid and their respective delivery locations: AGENCY DELIVERY ADDRESS CITY/STATE/ZIP CONTACT PHONE/E-MAIL City of Boynton Beach 124 E.Woolbright Rd. Boynton Beach 33435 David Roland 561/742-6434 RolandD(a�bbfl.us Broward County Dist. 1A 3701 N State Road 7 Lauderdale Lakes 33319 Pedro Berrios 954/831-4115/954/553-0653 Cell PBerrios c(ilbroward.org Broward County Dist.2A 1390 NE 50th St. Deerfield Beach 33064 Jose Otero 954/831-4127/954/234-1034 Cell JOtero(cD.broward.orq City of Coral Springs 3800 NW 85th Avenue Coral Springs 33065 Alvan Jones 954/345-2162 aiones(a�coralsprings.org City of Dania Beach 1201 Stirling Road Dania Beach 33004 Nate Costa 954/924-6808 x3616 ncosta(a)daniabeachfl,qov City of Delray Beach 201 SW 7`h St. Delray Beach 33444 Bryan Heller 561/531-0817 HellerBmvdelravbeach.com Town of Davie 3500 NW 76`h Avenue Hollywood,FL 33024 Raul Sotelo 954/327-3748 Raul sotelodavie-fl.qov City of Deerfield Beach 290 Goolsby Blvd. Deerfield Beach 33442 Joshua Niemann 954/480-4373 Jniemann(a Deerfield- Beach.com City of Fort Lauderdale 949 NW 38`h Street Oakland Park,33309 Cesar Alza 954/828-7865 calzaafortlauderdale.gov City of Hallandale Beach 630 NW 2"d Street Hallandale 33009 John Fawcett 954/457-1632 jfawcett(a.cohb.orq City of Hollywood 3441 Hollywood Blvd. Hollywood 33021 Luis Montoya 954/967-4230 Imontoyaphol Ivwoodfl.orq City of Hollywood 1621 N. 14'h Avenue Hollywood 33022 Coy Mathis Joel 954/921-3288 Blanco cmathis a{�hollvwoodfl.orq jblanco(c�hollvwoodfl.orq City of Lake Worth Beach 301 College Street Lake Worth Beach,33460 Tim Sloan 561/586-1636 TSloana,LakeWorthBeachFL. Gov City of Lauderhill 2101 NW 49th Avenue Lauderhill 33313 Lurleen Evans 954/730-2972/954-730-4225 Levansalauderhill.fl.gov City of Margate 980 NW 66 Ave. Margate 33063 Richard Uber 954/972-0828 ruber(a�margatefl.com City of North Lauderdale 841 NW 715'Avenue North Lauderdale 33068 Neil Buckeridge 954/597-4757 N Buckeridge(a)N Lauderdale.o r9 City of North Miami 12098 NW 11 Ave. North Miami 33168 Pavel Vida 305/953-2854 PVida@northmiamiFL.gov_ City of North Miami Beach 19150 NW 8`h Avenue Miami Gardens 33169 Moises Sierra / Carlos 787/406-9628 305/650-0000 Carrazana Moises.sierraortizaiacobs.co m Carlos.carrazana(a.Citvnmb.c om Village of Palm Springs 360 Davis Road Palm Springs 33461 Dave Burgin 561/635-4282 dburgin a(..vpsfl.orq Village of Palm Springs 5618 Basil Drive West Palm Beach 33415 Dave Burgin 561/635-4282 dburgin(a�vpsfl.orq City of Pembroke Pines 7960 Johnson Street Pembroke Pines 33024 Michael Cepeda 786/644-8762 michael.cepedajacobs.com 42 TAMARAC City of Tamarac The City For Your Life Purchasing and Contracts Division AGENCY DELIVERY ADDRESS CITY/STATE/ZIP CONTACT PHONE/E-MAIL City of Pompano Beach 301 NE 12th Street Pompano Beach 33060 Phil Hyer 954/545-7030 Phil.hverf@copbfl.com City of Riviera Beach 800 W.Blue Heron Blvd. Riviera Beach 33404 David Danford 561/723-9973 ddanford@rivierabeach.orq City of Sunrise 4350 Springtree Drive Sunrise 33351 Roal Small 954/572-2424 rsmall@sunrisefl.gov City of Sunrise 15450 Sludgemill Road Davie 33331 Hugo Alagic 954/434-6900 halagic(a sunrisefl.gov City of Tamarac 7803 NW 61st Street Tamarac 33321 Anthony Licata 954/597-3777 anthonv.l icata(o�tamarac.orq — Village of Wellington 1100 Wellington Trace Wellington 33414 Karla Berroteran- 561/753-2465 Castellon kberroteran(a�wellingtonfl.gov City of West Palm Beach 1009 Banyan Blvd. West Palm Beach 33401 Sandra Feliciano 561/822-2290 sfe l ici an o(a�wpb.orq Remainder of Page Intentionally Blank 43 TAMARAC COf The City For Your Lite UNIT PRICING PROVIDED IN BID AS OF AUGUST 31, 2020 FOR AWARDED AGENCIES AGENCY DELIVERY ADDRESS ANNUAL PRICE FREIGHT TOTAL USAGE PER TON CHARGE COST DELIVERED Type 1 -Pebble Lime Broward County Dist. 1 3701 N State Road 7 2500 $202.00 $82.80 $284.80 Broward County Dist. 2 1390 NE 51 St. 4500 $202.00 $82.80 $284.80 City of Coral Springs (1) 3800 NW 85th Avenue, Coral Springs _ 1352 $202.00 $82.80 $284.80 Town of Davie 3500 NW 76th Avenue, Hollywood 1000 _ $202.00 $82.80 $284.80 City of Dania Beach 1201 Stirling Road, Dania Beach 350 $202.00 $82.80 $284.80 City of Deerfield Beach 290 Goolsby Blvd. -West Plant, Deerfield 1415 $202.00 $82.80 $284.80 Beach City of Fort Lauderdale 949 NW 38th St., Ft. Lauderdale 11500 $202.00 $82.80 $284.80 (2) City of Hallandale Beach 630 NW 6th Avenue, Hallandale Beach 900 $202.00 $82.80 $284.80 (3) City of Lake Worth 301 College St., Lake Worth Beach 525 $202.00 $82.80 $284.80 Beach City of Lauderhill 2101 NW 49th Avenue, Lauderhill 1825 $202.00 $82.80 $284.80 City of North Lauderdale 841 NW 71st Avenue, North Lauderdale _ 650 $202.00 $82.80 $284.80 City of North Miami 12098 NW 11th Ave, North Miami 1150 $202.00 $82.80 $284.80 Village of Palm Springs 360 David Road, Palm Springs 600 $202.00 $82.80 $284.80 Village of Palm Springs 5618 Basil Drive, West Palm Beach 600 $202.00 $82.80 $284.80 City of Pompano Beach 301 NE 12th Street, Pompano Beach 2200 $202.00 $82.80 $284.80 City of Riviera Beach 800 W. Blue Heron Blvd., Riviera Beach 588 $202.00 $82.80 $284.80 City of Sunrise 4350 Springtree Drive, Sunrise 2400 $202.00 $82.80 $284.80 City of Sunrise 15400 Sludge Mill Road, Davie 600 $202.00 $82.80 $284.80 Village of Wellington 1100 Wellington Trace, Wellington 1330 $202.00 $82.80 $284.80 TYPE 1A-Foundry/ Rice Lime City of Boynton Beach 124 E. Woolbright Rd., Boynton Beach 1685 $202.00 $82.80 _ $284.80 City of Delray Beach 201 SW 7th St., Delray Beach 3650 $202.00 $82.80 $284.80 City of Hollywood 3441 Hollywood Blvd., Hollywood 2400 $202.00 $82.80 $284.80 City of Margate 980 NW 66th Ave, Margate 2000 $202.00 $82.80 $284.80 City of North Miami 19150 NW 8th Ave, Miami Gardens 3000 $202.00 $82.80 $284.80 Beach _ City of Pembroke Pines 7960 Johnson Street, Pembroke Pines 4200 $202.00 _ $82.80 $284.80 City of Tamarac 7803 NW 61st Street, Tamarac 1500 $202.00 $82.80 , $284.80 City of West Palm Beach 1009 Banyan Blvd., West Palm Beach _ 5200 $202.00 _ $82.80 $284.80 Approximate Total Annual Tonnage 59,620 Delivery Location Special Conditions: (1) Coral Springs-Must deliver between 8:00AM and 4:00PM Monday to Friday ONLY. (2) Fort Lauderdale-Must deliver between 7:00AM and 3:00 Daily. (3) Hallandale Beach - Delivery to be made by a tanker truck @ 25 Tons/shipment. Lime to be pneumatically transferred from truck to silo. Delivery must be within 3 days of order. 44 TAMARAC „, The City For Your Life City of 1 a,'r ur ATTACHMENT B TRUCK FUEL SURCHARGE SCALE Truck Fuel Surcharges are a percentage of the truck freight rate for product movement from the bidder's distribution origin to the customer's site. Truck Fuel Surcharges are subject to change quarterly. • The percentage of the Monthly Truck Fuel Surcharge is computed by determining the Department of Energy's DOE Retail On-Highway Diesel Price-US Average index published on the 3rd Monday of the last month of the quarter. DOE Diesel Prices may be found at the following website: https://www.eia.qov/petroleum/gasdiesel/ • Percentages change .5% for every $0.05 per gallon price change DIESEL FUEL PRICE FS = % OF DIESEL FUEL PRICE FS = %OF NATIONAL AVERAGE FREIGHT RATE NATIONAL AVERAGE FREIGHT RATE $1.75 0.00% $3.00 13.00% $1.80 1.00% $3.05 13.50% $1.85 1.50% $3.10 14.00% $1.90 2.00% $3.15 14.50% $1.95 2.50% $3.20 15.00% $2.00 3.00% $3.25 15.50% $2.05 3.50% $3.30 16.00% $2.10 4.00% $3.35 16.50% $2.15 4.50% $3.40 17.00% $2.20 5.00% $3.45 17.50% $2.25 5.50% $3.50 18.00% $2.30 6.00% $3.55 18.50% $2.35 6.50% $3.60 19.00% $2.40 7.00% $3.65 19.50% $2.45 7.50% $3.70 20.00% $2.50 8.00% $3.75 20.50% $2.55 8.50% $3.80 21.00% $2.60 9.00% $3.85 21.50% $2.65 9.50% $3.90 22.00% $2.70 10.00% $3.95 22.50% $2.75 10.50% $4.00 23.00% $2.80 11.00% $4.05 23.50% $2.85 11.50% $4.10 24.00% $2.90 12.00% $4.15 24.50% $2.95 12.50% $4.20 25.00% 45 TAMARAC Cityof Tamarac The City For Your Life Purchasing and Contracts Division AGREEMENT BETWEEN THE CITY OF TAMARAC AND CARMEUSE LIME& STONE INC. THIS AGREEMENT is made and entered into this day of , 2002o 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 Carmeuse Lime and Stone Inc., a Delaware corporation, duly registered as a Florida Foreign corporation with principal offices located at 11 Stanwix Street, 21st Floor, Pittsburgh, PA 15222 (the "Contractor") to Furnish, Deliver and Discharge of Quicklime for the City of Hollywood, Florida through the Southeast Florida Governmental Purchasing Cooperative. 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. 20-21 B, "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, and all modifications issued after execution of this Agreement; and Attachment A, which is a schedule of delivered pricing for individual delivery locations. 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. 20-21 B, "Furnish Deliver and Discharge Quicklime", as issued by the City, and the Contractor's Proposal, Bid Document No. 20-21B, 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 20-21B, "Furnish, Deliver and Discharge Quicklime". 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 provide a copy of the "Contractor Pass Request 1 TAMARAC City of Tamarac The City For Your Life Purchasing and Contracts Division Form" (See attached Appendix A to Bid Document No. 20-21B), with photo identification of all personnel authorized to be on premises at City delivery sites. 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, Builder's Risk 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 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, and shall list the City as the Certificate Holder. Contractor shall be responsible for payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies. Insurance limits are outlined below: o General Liability-$1 M per occ./$2M aggregate o Automobile—$1 M per occ./$1 M aggregate o Workers Comp—Statutory 3.3 Contractor shall at a minimum, provide the level of coverage provided for in Section 3.2 of this Agreement to any other organization in the Southeast Florida Governmental Purchasing Cooperative, and shall provide those agencies with their own Certificate of Insurance to validate coverage for their entity. 4. Term The term of this Agreement shall be for an initial three (3) year period, beginning November 1, 2020 through October 31, 2023. The City reserves the right to renew this Agreement for three (3) additional one (1) year periods subject to the Contractor's acceptance, satisfactory performance and determination that renewal will be in the best interest of the City. 2 TAMARAC Cityof Tamarac The City For Your Life Purchasing and Contracts Division 5. Contract Sum The Contract Sum for the above work for entities listed in Attachment A (UNIT PRICING PROVIDED IN BID) herein shall be based on delivered cost per ton. The Contract sum includes all labor, materials and freight charges for the job also known as Bid No. 20-21B, "Furnish, Deliver, and Discharge Quicklime" for the Southeast Florida Government Purchasing Cooperative entities listed in Attachment A. All Terms and Conditions, except product price, freight, transfer, and rail and truck fuel surcharges shall remain firm through the term of the contract, Pricing shown in Attachment A, shall be firm for the initial contract period from November 1, 2020 through December 31, 2020. Pricing changes will thereafter be allowable on a quarterly basis in accordance with Section 5.3, "Escalation / De-escalation" shown herein beginning on January 1, 2021. 5.1 Contract Pricing shall be based on delivered cost per ton. The Contract sum includes all labor, materials and freight charges pricing shall be firm for the initial contract period from November 1, 2020 through December 31, 2020. Pricing changes will thereafter be allowable on a quarterly basis beginning on January 1, 2021 in accordance with Section 5.3"Escalation/De-escalation" shown herein. 5.2 In consideration of fluctuations in fuel prices, the City will allow rail and trucking fuel surcharges during the term of the contract. 5.2.2 Rail Surcharge — The rail fuel surcharge rate will be based on actual contracts, invoices or published rates of the contractor's rail carrier. Contractor shall provide documentation regarding the rail carrier's pricing as a part of the request for an adjustment to the rail surcharge. No surcharge will be applied on top of another one. The Bidder should provide a rail fuel surcharge schedule as part of their bid submittal in the area provided in Attachment B herein. 5.2.3 Trucking Surcharge -The truck fuel surcharge rate will be based on the Trucking Fuel Surcharge Scale contained in Attachment B herein, which shall be determined by referencing the Retail On-Highway Diesel Price — U.S. Average, as published by the U.S. Department of Energy, Energy Information Administration (DOE)for the third Monday of the final month of each quarter. The truck fuel surcharge will be applied to the base contract price per ton of quicklime transported effective with the start of the next quarter. No surcharge will be applied on top of another one. The bidder shall utilize the trucking fuel surcharge scale included in Attachment B as a basis for adjustment, and surcharge adjustments will be based on that scale. The DOE Retail On-Highway Diesel Price — US Average index may be found at: http://tonto.eia.doe.gov/ooq/info/wohdp/diesel detail report combined.asp 5.3 Escalation/De-escalation: 5.3.1 The City will accept price adjustments on a quarterly basis on January 1St, April 1St, July 151 and October 1st of each year. The Contractor must submit sufficient documentation to be given consideration for a price increase; and must pass-on a price decrease when the Contractor's costs are reduced. Approved documentation includes, but is not limited to published U.S. Department of Energy (DOE) reports on coal costs, Platt's Coal Index, U.S. Bureau of Labor Statistics (BLS) reports on Producer Price Index (PPI) for all commodities, U.S. Energy Information Administration WTI publications on spot crude oil prices, BLS Electric Power Generation, Transmission and Distribution Index, BLS Crushed and Broken Limestone Index, BLS mining Machinery and Equipment Index; and copies of vendor monthly internal cost reports and/or actual invoices. 5.3.2 Rail and Truck freight charges and changes for transfer costs require written 3 TAMARAC of Tamarac The City For Your Life City Purchasing and Contracts Division verification from vendor's freight and transfer subcontractors, provided to the Purchasing & Contracts Division prior to initial contract term expiration of the Agreement. All Rail and Truck fuel surcharges will be applied initially on November 1, 2020, subject to change in accordance with the schedule provided in Attachment B herein. 5.3.3 The City acknowledges that Contractor's rail and truck carriers adjust fuel surcharges monthly. The Contractor will apply fuel surcharges for each quarter based on the amount of the rail and truck fuel surcharges in effect for the month preceding the quarterly price change as calculated in accordance with Section 5.2 of this Agreement, utilizing Attachment B to this Agreement. 5.3.4 Cost adjustments, in all cases, shall reflect only a direct pass-through of costs, and no changes to the Contractor's profit margin shall be permitted. The City and the Contractor may also utilize recognized government/industry indices or combination of indices to be mutually agreed upon by the City and Contractor, when determining price increases. The City reserves the right to allow the Contractor to utilize alternative indices for price adjustment justification; however, the Contractor will only be allowed to change these indices at the time of any potential contract renewal, unless the index or indices cease publication, in which case the Contractor will be allowed to make changes to for any discontinued index during the contract period. The City reserves final judgement in the determination of the acceptance of specific indices to be utilized for the justification of price adjustments. 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 20-21 B. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII; Chapter 218. 7 Conditions of Material All materials and products supplied by the Contractor in conjunction with this agreement shall conform to the specifications of the original bid#20-21 B. The City reserves the right to return the product to the Contractor and require the delivery of new product at no cost to 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 4 TAMARAC Cityof Tamarac The City For Your Life Purchasing and Contracts Division 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 The City and Contractor recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Contractor and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Contractor. Furthermore, the City and Contractor understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Contractor's responsibility to indemnify. 8.4 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 and its subcontractors shall not discriminate against any employee or applicant for employment because of race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity and expression, genetic information, or disability if qualified. The Contractor will take affirmative action to ensure that employees and those of its subcontractors are treated during employment, without regard to their race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity or expression, genetic information 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 and its subcontractors shall agree to post in conspicuous places, available to its 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 all 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 5 TAMARAC Cityof Tamarac The City For Your Life Purchasing and Contracts Division 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 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 Carmeuse Lime&Stone Inc. 11 Stanwix Street Pittsburgh, PA 15222 Attn: Phil Piggott, V.P. of Sales & Marketing 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 material 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 6 TAMARAC City of Tamarac The City For Your Life Purchasing and Contracts Division 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 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. 21 Scrutinized Companies -- 287.135 AND 215.473 21.1 By execution of this Agreement, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not 7 TAMARAC Cityof Tamarac The City For Your Life Purchasing and Contracts Division on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. 21.2 Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five(5)days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 22 Public Records 22.1 The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: 22.1.1 Keep and maintain public records required by the City in order to perform the service; 22.1.2 Upon request from the City's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 22.1.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City. 22.1.4 Upon completion of the contract, transfer, at no cost to the City, all public records in possession of the Contractor, or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records in a format that is compatible with the information technology systems of the City. 22.2 During the term of the contract, the Contractor shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the City's Auditor. The Contractor agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract. 8 TAMARAC Cityof Tamarac The City For Your Lite Purchasing and Contracts Division 23 Public Records Custodian IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK 7525 NW 88TH AVENUE ROOM 101 TAMARAC, FL 33321 (954) 597-3505 CITYCLERK@TAMARAC.ORG Remainder of Page Intentionally Blank 9 TAMARAC City of Tamarac The City For Your Life Purchasing and Contracts Division 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 Operations, General Mgt., duly authorized to execute same. CITY OF TAMARAC iie:, Michell J. Gomez, Mayor ATTEST: 1 ` ichael C. ernech, City Mana•er C.14,, 't- q ` 4�( -ep Je niter Joh r`fori, C Date ity Clerk j' —,1/--- .2 6 t16 Approv d tow formnd I gal sufficiency: Date yy ,!/r i"i, A7 i C City A orney 9//L1)z Date ATTEST: CARMEUSE LIME & STONE, INC. Company Name Signature of Corporate Secretary Si ne of Vice President of Operations, General M . Nicholas Bonarrigo Jeff Bittner Deputy General Counsel, Assistant Secretary September 9, 2020 (CORPORATE SEAL) Date 10 TAMARAC Cityof Tamarac The City For Your Life Purchasing and Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF /',s�l-,,,,,,.., : SS COUNTY OF 4//f-1 Ae7 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 Jeff Bittner, Vice President of Operations, General Mgt of Carmeuse Lime & Stone, Inc. a Delaware Corporation duly registered as a Florida Foreign 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 this9day of 5. mb.— , 20,27. Commonwealth of Pennsylvania-Notary Seal „7--). ___/ Dana M.Brooks,Notary Public Signature of Notary Public Allegheny County State of Fierida-at Large My commission expires December 31,2021 --R.n royIvc)n i 1. Commission number 1281017 %� ,,A Q Member,Pennsylvania Acsottation of Notaries '/��� /L L�y ��G5 Print, Type or Stamp Name of Notary Public Personally known to me or I Produced Identification Type of I.D. Produced p,'P DID take an oath, or ❑ DID NOT take an oath. — — 41 TAMARAC City of Tamarac The City For Your Life Purchasing and Contracts Division ATTACHMENT A PARTICIPATING AGENCIES & UNIT PRICING PROVIDED IN BID Contact information for the agency participating in this agreement and its respective delivery location: AGENCY DELIVERY ADDRESS CITY/STATE/ZIP CONTACT PHONE/E-MAIL City of Hollywood,Wastewater 1621 N. 14"Avenue Hollywood,FL 33022 Coy Mathis Joel 954/921-3288 Blanco cmathis(5thollvwoodfl.orq iblanco(E hollywoodfl.oro UNIT PRICING PROVIDED IN BID AS OF AUGUST 31, 2020 FOR AWARDED AGENCIES AGENCY DELIVERY ADDRESS ANNUAL USAGE PRICE FREIGHT TOTAL COST DELIVERED PER TON CHARGE Type 2—Hi Cal Granular City of Hollywood.Wastewater 1621 N. 14' Avenue, Hollywood 5550 $190.00 $100.99 $290.99 33022 Approximate Total Annual Tonnage 5550 Remainder of Page Intentionally Blank 42 TAMARAC Cityof Tamarac The City For Your Life Purchasing and Contracts Division ATTACHMENT B TRUCK FUEL SURCHARGE SCALE Truck Fuel Surcharges are a percentage of the truck freight rate for product movement from the bidder's distribution origin to the customer's site. Truck Fuel Surcharges are subject to change quarterly. • The percentage of the Monthly Truck Fuel Surcharge is computed by determining the Department of Energy's DOE Retail On-Highway Diesel Price-US Average index may be found at: published on the 3rd Monday of the last month of the quarter. DOE Diesel Prices may be found at the following website: https://www.eia.gov/petroleum/gasdiesel/ • Percentages change .5%for every$0.05 per gallon price change DIESEL FUEL PRICE FS = % OF DIESEL FUEL PRICE FS = % OF NATIONAL AVERAGE FREIGHT RATE NATIONAL AVERAGE FREIGHT RATE $1.75 0.00% $3.00 13.00% $1.80 1.00% $3.05 13.50% $1.85 1.50% $3.10 14.00% $1.90 2.00% $3.15 14.50% $1.95 2.50% $3.20 15.00% $2.00 3.00% $3.25 15.50% $2.05 3.50% $3.30 16.00% $2.10 4.00% _ $3.35 16.50% $2.15 4.50% $3.40 17.00% $2.20 5.00% $3.45 _ 17.50% $2.25 5.50% $3.50 18.00% $2.30 6.00% $3.55 18.50% $2.35 6.50% $3.60 19.00% $2.40 7.00% $3.65 19.50% $2.45 7.50% $3.70 20.00% $2.50 8.00% $3.75 20.50% $2.55 8.50% $3.80 21.00% $2.60 9.00% $3.85 21.50% $2.65 9.50% $3.90 22.00% $2.70 10.00% $3.95 22.50% $2.75 10.50% $4.00 23.00% $2.80 11.00% $4.05 23.50% $2.85 11.50% $4.10 24.00% $2.90 12.00% $4.15 24.50% $2.95 12.50% $4.20 25.00% - - 43