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HomeMy Public PortalAbout192-2021 - Purchasing - CO Alliance - Super Gasoline wow CO ALLIANCE' Co-Alliance Cooperative Inc.:TERMS and CONDITIONS for FIXED PRICE FUEL CONTRACTS THIS AGREEMENT,made and entered into this 8th day of December 2021 by and between Jason Deboo as authorized contracting representative for Co-Alliance.Cooperative Inc,hereinafter referred to as(Seller),with its'principal location 1435 NW Sth St,P 0'Bo*516,Richmond,IN 47374 and Kara Noe as authorized contracting representative of The City of Richmond hereinafter referred to as(Buyer)in consideration of the mutual covenants contained herein,the partiesagree as follows: 1. Fixed price forward-month contracts are available by month for up to twelve(12)consecutive months. Minimum contracted gallons are 1,000 gallons. (Gallons in this contract will be understood to be gross gallons)Fixed price forward-month contracts will be offered between 8:00 AM and 5:OOPM Eastern time on regular business days. All contracts originating via telephone will befirm and binding when placed with an authorised representative of Co-Alliance Cooperative,Inc;(Seller).Confirmation ale verbal contract agreement will be sent via fax,United States Mail or email to Buyer. The confirmation is to be signed and returned within ten(10)business days after receipt. Additionally,confirmations NOT received within ten(10)business days shall also constitute agreement to the terms set forth bythe contracting party. 2. Product purchases covered by this agreement will begin with product purchased on the 1st day of January 2022 and will conclude with product being purchased on or before the 31st day of December 2022, 3. Buyer agrees to purchase from Seller 155,000 . gallons of 87E10+Gasoline _ eta fixed price of $2.6608 per gallon. Price includes. 0.32 SMFT and 0 FET. Gas use tax(if applicable)will be added at the time of delivery and is NOT included in contracted price per gallon. 4. Product covered by this.agreement must be taken by Buyer within the contract specified dates. Delivery dates on the Contract are between the dates of the 1st day of January 2022. and the 31st day of December- • 2022 . Gallons not lifted within their designated contract months will be forfeited. In addition,Co-Alliance Cooperative Inc.will invoice the Buyer for those unused gallons.The invoicing formula used will be equal to the difference between the contract fixed price and the CountryMarkRack price at the end of the contract period multiplied by the number of undelivered gallons. If the contract price is lower than the CountryMark Rack price at the end of the contract period;no charge will apply,nor will any refund be granted. Payment for invoiced amount will be due to Co-Alliance Cooperative by the due date set forth on the invoice. Invoice terms will be equal to Co-Alliance Cooperative's regular account terms. 5: Contract gallons are not transferrable to any other entity without written consent of the Seller. 6. All product delivered by Seller and sold to Buyer pursuant to this Agreement/Contract shall conform to the quality specifications mutually agreed upon by the parties for such products which are commercially acceptable. In addition, Co-Alliance Cooperative.Inc makes no warranty,express or implied,concerning any product other than it shall conform to the specifications as described above. ALL OTHER WARRANTIES OF ANY KIND,EXPRESS OR IMPLIED IN FACT OR BY LAW,INCLUDING,BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF.ANY TRADE,ARE EXPRESSLY EXCLUDED FROM THIS WARRANTY AND FROM THIS AGREEMENT. 7., Seller at its option may make void this contract if Buyer's account becomes delinquent by 60 days. Nothing in this agreement/contract shall excuse buyer from paying seller,when due,any amounts payable under this agreement. 8. If there.is a breach of this Agreement/contract,the parties hereby agree that all reasonable costs of collection and attorney fees may be added to the amount owed including finance charges at the usual and:customary rate. 9. Co-Alliance Cooperative Inc shall deliver all products covered by this Agreement/contract to the Buyer. Risk of loss for product shall pass to Buyer at time of delivery. 10. Either party's failure to perform under the terms and conditions of this Agreement/contract,in whole or in part,will not be deemed a breach or a default hereunder or give rise to any liability of either party to the other if such failure is attributable to any act of God,not,public enemy,fire,explosion,flood,drought,war,sabotage,accident, action by governmental authority,or other conditions beyond the reasonable control of the other party. 11.The waiver by either party of a breach of any provisions of this Agreement/contract will not contribute to or be construed as a waiver of any future breach of any provision(s)of this Agreement/contract. 12. In the event one or more provision cif this Agreement/contract should be or become illegal,invalid,or unenforceable,then the parties will substitute legal,valid and enforceable provisions for such illegal,invalid or unenforceable provisions that it can be reasonably assumed that the parties would have contracted on the basis of those new provisions. 13.:This instrument sets forth the entire agreement between the parties relative to the subject matter herein and superseded all previous understandings and agreements of the parties relative to the subject matter herein. Modification or amendment of any of the provisions of this Agreement/contract shall not be valid unless in writing and signed by the parties hereto. Contract No. 192-2021 • 14.This Agreement/contract shall be governed by and be construed in accordance with the laws of the State of.Indiana. Buyer hereby agrees that any suit,action or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with this agreement shall be brought in the state courts having subject matter jurisdiction over such actions in Wayne County,Indiana. Buyer hereby irrevocably consents to the exclusive jurisdiction of such courts in any such suit,action or proceeding and irrevocably waives,-to the fullest extent permitted by law,any objection that it may nor or hereafter have to the laying of venue In any such suit action or proceeding in any such court or that any such suit action or proceeding has been brought in an inconvenient forum. IN WITNESS WHEREOF,the authorized representative of the parties hereto has executed this Agreement/contract effective the day and year first above written. Seller:Co-Alliance Cooperative Inc Buyer: City of RichmondA By: Jason Deboo EMa p )�_ Title: Energy Sales Specialist 1 Tit ur- kolS l n 5 m a nQ, u- Account1D# J Agreement/contract ct#1032839-1032850. **Add$:14 per gallon for Tankwagon Delivery• Phone Number **Add$.18.pergallon for Retail Station Address SO N.Sth Street Richmond,IN 47374