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HomeMy WebLinkAboutNorthstar Chemical Product and Equipment AgreementNORTHSTAR CHEMICAL PRODUCT & EQUIPMENT AGREEMENT Agreement made by and between: CITY of PASCO, a Washington municipal corporation located at 525 N. 3rd Avenue, Pasco, WA 99301, hereafter referred to as "Buyer", and NORTHSTAR CHEMICAL INC., located at 14200 SW Tualatin -Sherwood Road, Sherwood, OR 97140, hereafter referred to as "Seller". 1) Buyer agrees to purchase and receive from said Seller the Product herein described for a period of five (5) years from the later of the signed acceptance dates below with five (5) year renewal term period, subject to termination by Buyer or Seller upon sixty (60) days prior written notice to the end of each term; and subject to the terms and conditions below and on the attached pages. Product: Ferric Chloride, solution 38-42% Quantity: approximate maximum of 400 to 600 liquid ton per twelve months. Price: $0.2365 per liquid pound, 48,000 pound minimum bulk truckloads. FOB City of Pasco Waste Water Treatment facility. Delivery: Five (5) business day lead-time and in approximately equal installments throughout the term of this Agreement. Buyer agrees to order minimum of 70% of tank capacity 2) Terms shall be Net 30 days from date of delivery. 3) Seller agrees to provide the following equipment to Buyer subject to terms & conditions below, and on reverse side. Seller to submit tank data sheet to engineer for review and approval prior to fabrication. Tank to be delivered to Buyer's wastewater treatment plant within 6 weeks of submittal approval. • One each 6600 -gallon single wall imfo tank with the following per the attached Tank Data Sheet. A. Tie down lugs part of tank design. B. One each 3 -inch diameter tank port /flange for possible future Northstar Chemical telemetry device. C. One each 3 -inch diameter tank vent ports. D. One each 2 -inch tank adaptor for top fill of tank. Customer will plumb fill line. E. Leak Detector deleted. F. Bottom outlet 4 inch will be fabricated into tank at time of manufacture. (IMFO) G. 24 -inch manway part of tank design. H. Ladder lugs molded in part of tank design. One each ladder will be provided. 1. One each 3 -inch overflow flange into customer's secondary containment. Customer will plumb. J. One each reverse level indicator. K. One each 3 -inch flange for customer's high level float switch device. • One each Seismic tie down kit will be provided PRODUCT AND EQUIPMENT AGREEMENT —Page t of 3 =__2 4) Buyer agrees to use the said Storage Tank(s) only for the storage of Product(s) listed above obtained from Seller. Seller makes no warranty (including expressed or implied warranties) of any kind and does not accept any liability for damages to persons and property, resulting from any other party, person or entity other than itself, including Buyer or its agents, filling the Storage Tank(s), improperly storing material or filling the Storage Tank(s) with incompatible material, or mishandling the Storage Tank(s) and Equipment. Seller shall take all reasonable precautions to ensure that Storage Tank(s) are empty and clean or contain the identical Product as listed in this agreement prior to filling tank with additional Product. 5) Buyer agrees to keep any secondary containment vessel clean and dry of all materials and dry of all materials and any drain valve on containment closed at all times except with respect to monitored removal of accumulated materials. Buyer is responsible for complying with all federal, state or local regulations in the treatment or disposal of such materials. 6) Storage Tank(s) and Equipment will remain the sole property of NORTHSTAR CHEMICAL while in Buyer's possession. No party other than NORTHSTAR CHEMICAL or its agent(s) may fill said Storage Tank(s). Buyer shall do all things reasonably necessary to protect the title of NORTHSTAR CHEMICAL to said Storage Tank(s) and Equipment. 7) Buyer agrees to notify NORTHSTAR CHEMICAL immediately by telephone, and in writing, as soon as is reasonably possible, of any defects, problems or complaints related to the Storage Tank(s) and Equipment, and both Buyer and Seller agree that Buyer shall enjoy all remedies available to it under the Washington Uniform Commercial Code. NORTHSTAR CHEMICAL may enter Buyer's premises to maintain and/ or repair said Storage Tank(s) and Equipment at a reasonable time and when scheduled with Buyer. NORTHSTAR CHEMICAL will carry a General Liability Insurance policy of $1,000,000 per occurrence for damages, which result from any incident caused by NORTHSTAR CHEMICAL related to filling of the Storage Tank(s), or damage to or maintenance or repair of the Storage Tank(s) by NORTHSTAR CHEMICAL. NORTHSTAR CHEMICAL'S responsibility is limited to maintenance and repair of the Storage Tank(s). Buyer will maintain and repair any air abatement device including proper solution level and /or pH, site tube, pumps, piping or any other equipment. Buyer also agrees to maintain prudent levels of public liability and property damage insurance throughout the tern of the Agreement. 8) Buyer shall assist NORTHSTAR CHEMICAL and take full responsibility in the determination of the locations of said Storage Tank(s) and Equipment on the property of Buyer and shall be responsible for acquiring and complying with any required pennits for the equipment or installation. Buyer shall not move Storage Tank(s) and Equipment without the prior written consent of NORTHSTAR CHEMICAL, which written consent shall not be unreasonably withheld. PRODUCT AND EQUIPMENT AGREEMENT — Page 2 of 3 9) Should Buyer decide to discontinue purchase of NORTHSTAR CHEMICAL Product(s), in accordance with the terms of this Agreement, Buyer shall purge and clean the Storage Tank(s) of all Product and residue and return to NORTHSTAR CHEMICAL freight prepaid, or allow NORTHSTAR CHEMICAL free access to remove said Storage Tank(s) and Equipment with Buyer to pay for reasonable transportation, pump- out and disposal costs. Accepted (for bm er): BY (print): Signature: Date: Z4.z PRODUCT AND EQUIPMENT AGREEMENT— Page 3 of 3 Accepted (for Seller): Northstar Chemical BY (print): Q T Signature: Date: CONDITIONS TO PRODUCT/EQUIPMENT AGREEMENT A. If, during the period covered by this Product and Equipment Agreement (hereafter referred to as the "Agreement"), Buyer can purchase Product of equal quality and quantity, and for a like use from a manufacturer located within the United States at lower prices than specified herein, Seller shall from month to month upon presentation of satisfactory written evidence thereof, either meet said lower prices during the time in which they continue to be lower or permit Buyer to purchase such comparable Product elsewhere during such time. Quantities so purchased shall be deducted from the quantity otherwise deliverable hereunder. B. When in the opinion of Seller there is a period of shortage of supply of said Product for any reason, Seller may allocate its available supply among any or all of its various customers upon such basis as it shall deem fair and practicable with no liability on its part for failure to deliver the quantity or any portion thereof herein specified. C. Prices are subject to change with 30 days written notification by Seller. Seller shall have the right to terminate. D. Either Seller or Buyer shall be excused from performance of their obligations hereunder when and to the extent that such performance is delayed or prevented by any circumstances reasonably beyond its control or by fire, explosion, any strike or labor dispute or any act or omission of any Governmental authority (including, in Buyer's case, if its need for the Material or Work is reduced or eliminated, and in Seller's case, if there is a shortage of Material or Seller is unable to obtain (on terms and conditions deemed economically and commercially practicable by Seller) any raw material (including energy), equipment or transportation. Additionally, if either party determines that it will incur economic hardship at any time during the term of the agreement because of a change in circumstances from those which existed at the time the agreement started, including but not limited to cost increases sustained by Seller (for example, costs related to energy and transportation) which Seller cannot immediately pass through to Buyer, said party incurring economic hardship may terminate the agreement with respect to future purchases if the other party cannot or will not agree to grant relief from such economic hardship within seven (7) days from the date the party to incur such hardship requests relief. E. Seller holds the right to remove the storage tank in the event that the Seller determines that the Buyer is not handling, storing or applying the Product in a safe, lawful or responsible manner, and if the Customer's purchase of the product is below the Buyer's stated Total Annual Requirement. F. If Seller shall be unable, by reason of any governmental decision, order, or law, to sell the Product at the prices herein specified or at such other prices as it may desire to establish under the provisions of paragraph "C" aforesaid, Seller may terminate this Agreement by mailing written notice to Buyer. G. All payments due under this Agreement shall be made in lawful money of the United States at the office of the Seller. A security interest in all goods sold under this Agreement, and in CONDITIONS TO PRODUCT/EQUIPMENT AGREEMENT — Page 1 of 4 any proceeds there from, remains in the Seller until the full purchase price shall have been paid in cash. On request, Buyer shall execute and deliver or cause to be executed and delivered, to Seller, any and all documents or finance statements which the Seller will reasonably require to perfect and/or protect Seller's security interest in the goods or proceeds. H. If Buyer shall fail to make payments when same becomes due or if Seller shall become dissatisfied as to Buyer's financial responsibility or if Buyer files a voluntary petition under any Federal or State Bankruptcy Act or is adjudicated bankrupt, Seller may decline to make deliveries under this Agreement, except upon receipt of cash or satisfactory security. I. Seller makes no warranty of any kind whatsoever, either expressed or implied, except the warranty that the Product sold shall be meet specifications attached hereto and be of merchantable quality. Buyer agrees that it will protect, save, defend, hold harmless and indemnify Seller, its employees, volunteers, officers and agents from any and all demands, claims, judgments, or liability for loss or damage arising as a result of Buyer's obligations and responsibilities under this Agreement, including accidents, injuries, or other occurrences, that arise out of the negligent acts or failure to act of Buyer's employees, volunteers, officers and agents. Seller agrees that it will protect, save, defend, hold harmless and indemnify Buyer, its employees, volunteers, officers and agents from any and all demands, claims, judgments, or liability for loss or damage arising as a result of Seller's obligations and responsibilities under this Agreement including accidents, injuries, or other occurrences, that arise out of the negligent acts or failure to act of Seller's employees, volunteers, officers and agents. J. Buyer shall be entitled to rely on the manufacturer's warranty for the Equipment. NORTHSTAR CHEMICAL specifically disclaims all guarantees and warranties, expressed or implied, including warranties of fitness for a particular purpose or performance of the primary and secondary tank bottom outlet system. Buyer agrees to assert any warranty claims first against the manufacturer of the equipment, but reserves the right to also assert such claims against NORTHSTAR CHEMICAL in the case of any negligent act made by NORTHSTAR CHEMICAL, their employees, volunteers, officers or agents. K. Seller and/or Buyer shall not be liable for any failure to perform this Agreement where such failure is due to circumstances beyond its control. Circumstances beyond control of the Seller and/or Buyer shall be deemed to include but shall not be limited to the following: Act of God, fire, flood, war, government action, accident, labor trouble and inability to obtain Product, equipment or transportation. L. Prices herein specified are based upon present taxes (other than sales taxes), freight rates, Internal Revenue charges, United States Tariff classifications, and import duties subject to the option to terminate in Section C above. Any increased costs resulting from changes in the aforesaid or from Buyer's selection of means of transportation shall be charged to Buyer. Further, Buyer shall reimburse Seller for all taxes or other charges by any national, state or municipal government upon the sale, use, production, or transportation of materials, which CONDITIONS TO PRODUCT/EQUIPMENT AGREEMENT— Page 2 of 4 Seller shall be required to pay. All war -risk insurance, harbor charges, tolls, wharfage, demurrage, wharf handling or warehousing, together with any increase over current rates on marine or other insurance, shall be charged to Buyer as an addition to prices specified. M. No claim as to Product delivered or for non-delivery of goods, shall be greater in amount than this Agreement's purchase price of the Products in respect of which such damages are claimed, and failure to give notice of claim within ten (10) days from date of delivery, or the date fixed for delivery, whichever date is applicable, shall constitute a waiver by the Buyer of all claims in respect of such Product. Product shall not be returned to Seller without Seller's permission, unless Product does not meet specifications provided in this Agreement. N. For mini -bulk deliveries, the obligation of Seller to deliver Product shall be deemed fulfilled when it has delivered same in merchantable condition into the Storage Tanks(s) at Buyer's location. For mini -bulk deliveries, risk and expense of loss or damage to all Product sold hereunder shall pass to Buyer upon delivery into Storage Tank(s) at Buyer's location, unless Seller has delivered Product in such a manner as to conflict with any provision of this Agreement. O. For full tank truck or railcar quantities, the obligation of Seller to deliver Product shall be deemed fulfilled when it has delivered same in good condition to carrier at shipping point, the carrier acting as agent of Buyer, or to Buyer's location if Seller delivers directly thereto. Risk and expense of loss or damage to all Product sold hereunder shall pass to Buyer upon Seller's delivery to carrier at shipping point, or to Buyer's location if Seller delivers directly thereto, unless Seller delivers such product in violation of any provision of this Agreement. P. Seller's weights taken at shipping point shall govern for full tank truck quantity. Seller's small bulk truck delivery will be determined by the volume unloaded at delivery point. Q. No party shall assign its rights or delegate its duties under this Agreement, in whole or in part, without prior written consent of the other party. R. It is expressly understood that any technical advice furnished by Seller with reference to the use of its Product is given gratis and as a courtesy and Seller assumes no obligation or liability for the advice given or results obtained, all such advice being given and accepted at Buyer's risk. S. The waiver of any breach of the terms and conditions of this Agreement shall not be deemed to be a waiver of any subsequent breach of the terms and condition hereof. T. This Agreement constitutes the entire contract between the parties for purchase, sale, and/or use of Equipment and/or Product specified herein. It shall not be altered or amended, nor its terms waived, except by an instrument in writing, signed by the parties to be bound thereby. No terms or conditions other than those contained in this Agreement, and no agreement or understanding in any way modifying, conflicting with or changing the terms and conditions of the Agreement, shall be binding on either party or otherwise alter, or restrict the terms of this Agreement unless specifically agreed to in writing by the by both parties. CONDITIONS TO PRODUCT/EQUIPMFNT AGREEMENT — Page 3 of 4 U. The Agreement shall be binding upon and inure to the benefit of Buyer and Seller and their respective successors. If any provision in this Agreement is invalid or unenforceable in any respect, the validity or enforceability of the remaining provisions of this Agreement shall -not be affected. The Agreement shall be governed by the laws of the State of Washington, and venue for settlement of all disputes shall be in Franklin County, Washington State. Accepted By: t"` / Date: CONDITIONS TO PRODUCT/EQUIPMENT AGREEMENT—Page 4 of