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HomeMy WebLinkAboutGeneral Chemical/WWTP/Water Utility 1987 AGREEMENT THIS AGREEMENT made and entered into this 4th day of December , 1987 , by and between GENERAL CHEMICAL CORP., P.O. Box 395 , Parsippany , N.J. 07054 party of the first part , and the CITY OF OSHKOSH, a municipal corporation located in Winnebago County, Wisconsin , hereinafter referred to as the "City" , and party of the second part. WITNESSETH: WHEREAS, the Common Council of the City of Oshkosh by reso- luton duly adopted on the 3rd day of December, 1987 , accepted the bid of the first party and authorized and directed the proper City officials to enter into an agreement with the party of the first part for: 500 tons aluminum sulfate Water Treatment and Wastewater Plants according to the specifications and bid for same on file in the office of the City Clerk . NOW, THEREFORE, pursuant to said resolution of the Common Council of the City of Oshkosh, the parties hereto agree as follows : 1 . That the party of the first part will furnish same to the City, all in accordance with the specifications and bid on file in the office of the City Clerk. 2. That no assignment of this agreement or of any rights thereunder by said party of the first part , shall be valid with-out the written consent of the City; and that this document including the specifications and bid , constitutes the entire agreement be- tween the parties hereto and that any understanding either oral or written, not a part hereof shall not be binding on either party. 3 . That in consideration thereof, the City will pay to the first party the sum of $137.07/ton , upon presentation of a proper voucher, and delivery and acceptance by the City in conformity on said specifications and bid . 1 IN WITNESS WHEREOF, the parties hereto have caused this agree- ment to be signed by the proper officers of each party and their corporate seals to be hereunto affixed all on the day and year first above written; then if first party is a corporation or part- nership , the signing of this agreement shall constitute a warranty by the person(s) so signing the proper authority so to do. In the Presence o • GENERAL �C�.HnEMICCAL CORP. - ` mac_-66 e---, BY : C C�J—C�- -11 / Signature of the sole pro- __1_ _1 % 2 prietor , or name or corporation or partnership Carol M. Becker,. Mir-,. Customers' Service PcroaxGtilcaustxxxrExitsmacmvx System ./e ef-t--K"--e"—"'"--- Ass't. Sec etary CITY OF 0 KOSH r ) 1 .. ' PI 2.4,4„.<____L/ '\-- _ i \L.0 (--' I ., L i (--* „------ .,,e____ ,-,:, .r.„.., ,....J, , , _ -- By : Wi liam D . Frueh , City Manager 1 h l7 ll` — ( " 1 34/1' And : �.t '�+ L 1 - / -' Donna C . Serwas , City Clerk I ; r, Approved as to form a d I hereby certify that the execution : necessary provisions have been made to pay the liability that — ___ _ t,, ,_ will accrue under this Contract . Warren P . Kraft 0r .,) , Asst . City Attorney 1` '``y`'""` (.4 t`'''"-/ Edward A . Nokes , City Comptroller 2 General Chemical Corporation ' eneral heroical 90 East Halsey Road P.O. Box 395 Parsippany, New Jersey 07054-0393 (800)631-8050 Delegation of Authority I, Ralph M. Passino, exercising the authority vested in me by the Board of Directors of General Chemical Corporation, (formerly) One Newco, Inc. , change of name effected June 10, 1986) , pursuant to the consent dated June 2 , 1986, a copy of which is attached hereto, do hereby delegate and appoint the following employees of General Chemical Corporation to execute all contracts and instruments, including bids, proposals and quotations, required in the ordinary course of the business of the Corporation: Carol M. Becker Kenneth H. Donohue John D. M. Shelley Ralph M. Passino Vice President Attest: Thomas e Assistant Secretary ONE *:EWCO, INC. '71:Al CONSENT OF BOARD OF DIRECTORS WE, the undersigned , being all of the members of the Board of Directors of ONE NENCO, INC. , a Delaware corporation , HEREBY CONSENT in writing as provided in Section 141 ( f) of the Delaware General Corporation Law to the following action required or permitted to be taken at any meeting of the Board of Directors of said Corporation : -- The approval and adoption of the resolutions hereto attached , made a part hereof and identified as "Exhibit A" , taking various corporate actions. : ; Executed and delivered in our names as of the 2nd day of June, 1986 . A( Paul M. Montron /,71 4(7 f c Stern 1`- F" Txhlblt A ONE NEWCO, INC. Resolutions of Board of Directors June 2 , 1986 _ —__ A. RESOLVED that the following persons be , and they hereby are, elected as the officers of the Corporation in lieu of and in place of the present officers , each to serve in the office or offices set forth opposite his or her name at the pleasure of the Board - Richard R. Russell ?resident Michael P. Suder Vice President and General Manager William V. Buccella Vice President Harold W. Buirkle Vice President Clifford T. Dirties Vice President, Assistant Secretary and Assistant Treasurer Thomas R. Germine Vice President , General Counsel and Assistant Secretary John A. Lopez Vice President-Sales Robert W. Mackey Vice President and General Manager Anthony T. Massari Vice President and General Manager Paul M. Meister Vice President and Treasurer Marilyn I . Montgomery Vice President and General Manager Ralph M. Passino Vice President-Finance and Assistant Treasurer Christopher J. Reinhard Vice President and Secretary Edward J. Shields Vice President- Environmental Affairs Ronald I . Simon Vice President Marc I . Stern Vice President Dale L. Ziegler Vice President Karen A . Olmstead Assistant Secretary and N Assistant Treasurer { James Anderson Assistant Secretary James A. Hughes Assistant Secretary J Allison G. Pellegrino Assistant Secretary . -2- r . r"= B. RESOLVED that it is deemed advisable and in the best -`; interests of the Corporation that the Certificate of Incorporation of the Corporation be amended by changing Articles FIRST and SECOND thereof so that , as amended, i>. said Articles shall be and read as follows : FIRST: The name of the Corporation is : :::., GENERAL CHEMICAL CORPORATION (hereinafter the "Corporation" ) SECOND : The address of the registered office of the Corporation in the State of Delaware is 229 South State Street, in the City of Dover, County of Kent . The name of the registered agent at that address is THE PRENTICE-HALL CORPORATION SYSTEMS, INC. C . RESOLVED that the President or any Vice President of the Corporation he, and they hereby are, and each of - - them hereby is , authorized to make application, or cause such application to be made, to qualify the Corporation to do business as a foreign corporation in any state or territory of the United States and in any foreign country as such officer may deem necessary or 1 as the business of the Corporation may require; and RESOLVED that this Board of Directors hereby adopts by reference and as if herein set forth in full such resolution or resolutions as may be required to' effect the qualification of the Corporation in any state, territory or country in which application is made, and and the Secretary or any Assistant Secretary of the Corporation be, and they hereby are, and each of them hereby is, authorized to certify the adoption thereof; a„d RESOLVED that the officers of the Corporation be , and . they hereby are , authorized to execute and deliver all such documents and instruments and to do all such other acts and things as they may dee;n necessary or appropri- v. ate to carry out the purposes of the foregoing resolu- ticns . D. RESOLVED that the President , any Vice President , the Treasurer or the Controller of the Corporation , in conjunction with any ONE of Ronald I . Simon ( "Si .on" ) . r 7-` Paul M. Meister ( "Meister" ) or Dale L. Ziegler Y- ( " Ziegler" ) , by name , or any TWO of Simon , Meister or Ziegler, he , and they hereby are, authorized : -3- ' (A) To establish, maintain and terminate , or cause to be established, maintained and terminated, new or hereafter , bank accounts for and in the name of the Corporation or any division or branch thereof at such time or place and with such bank or banks as they in their discretion may deem appropriate; (B) To designate the person or persons and the con- ditions under which they will be authorized to draw checks , drafts or other items against such accounts; and (C) To revoke the authorization of such person or persons at such time as they may deem appropriate; and RESOLVED that any ONE of Simon, Meister or Ziegler be, and they hereby are, authorized to delegate to any officer of the Corporation , by name or by title, the authority granted to him pursuant to subparagraphs (B) and (C) of the preceding resolution, such delegation to be evidenced by a written statement executed by any ONE of Simon , Meister or Ziegler; and ti RESOLVED that , with respect to all bank accounts so established , the designated bank is hereby authorized and empowered to accept for such account or accounts any funds tendered for deposit thereto in the name and on hehalf of the Corporation , its divisions or branches; and to honor and pay any checks , drafts, orders for electronic transfer of funds or other orders drawn upon such bank accounts for and on behalf of the Corporation, its divisions or branches by any person or persons duly authorized to do so, pursuant to a written designation of authority executed as herein authorized; and when the use of a facsimile signature by designated signers of checks, drafts or other orders drawn upon any bank account is duly authorized by a proper offi- cer, the bank depository is hereby authorized to honor , pay and charge to the designated hank account all checks , drafts or orders so executed by facsimile signature ( including those drawn to the individual 1 t • order of any person or persons as a signer or signers thereof) without regard to the person or the means used E for affixing the facsimile signature thereto, provided that such facsimile signature resembles t:�e specimen facsimile signature of the person .whose signature it purports to be as certified by the Secretary or an L , Assistant Secretary of the Corporation and is currently on file with the Bank; and -4- 5y RESOLVED that the establishment of a bank account in the name and on behalf of the Corporation, its divi- sions or branches , pursuant to the foregoing resolu- tions, shall be evidenced by a written statement executed by any proper combination of TWO of the above-named officers and supported by an appropriate -` certification of these resolutions for such purposes by the Secretary or an Assistant Secretary of the Corpora- tion, which evidence shall be binding upon the Corpora- tion and may be relied upon by the bank depository until such time as it is revoked in a written statement by any proper combination of TWO of the above officers , or, in the alternative , if none of them is available, by any TWO officers of the Corporation , with notice thereof delivered to the bank; and it is directed that a copy of each written statement executed as herein authorized, together with the certificate of the Secretary or an Assistant Secretary of the Corporation attached thereto, shall be recorded in the office of the Treasurer of the Corporation and a copy thereof filed with the Secretary of the Corporation. ;. E. RESOLVED that the Chairman of the Board, the President OA and any Vice President of the Corporation be, and they hereby are, and each of them hereby is , authorized for and on behalf of the Corporation to execute all con- tracts and instruments, including powers of attorney, as may be required in the ordinary course of business of the Corporation, and the Secretary or any Assistant Secretary of the Corporation be, and each of them hereby is , authorized to attest the signature of any such officer executing any contract or instrument as herein authorized and to affix the corporate seal thereto. F. RESOLVED that any officer of the Corporation be , and he hereby is , authorized to delegate, with the right of further delegation , to any other officer, employee or agent of the Corporation , all or any part of the authority granted to them by the Board of Directors; and that any such delegations may be general or specific and subject to such limitations and L. restrictions as the delegating officer shall determine. i- • k. -. i '