HomeMy Public PortalAbout193-2021 - Purchasing - CO Alliance - Diesel WNW
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 5th St,P 0 Box 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 parties agree 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 5:00PM Eastern time on regular business days. All
contracts originating via telephone will be firm and binding when placed with an authorized representative of Co-Alliance Cooperative,Inc.(Seller).Confirmation of a 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 by the contracting party.
2. Product purchases covered by this agreement will begin with product purchased on the 1st day of January 2022
and will condude with product being purchased on or before the 31st day of December 2022.
3. Buyer agrees to purchase from Seller 120,000 gallons of PDX On Road Diesel at a fixed price of $2.9723 per
gallon. Price includes 0.53 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 CountryMark Rack 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 MERCHANT ABILITY 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 a 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,riot,public enemy,fire,explosion,flood,drought,war,sabotage,accident,
action by'govemmental 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 of 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. 193-2021
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 lam 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 Richmond
By: Jason Deboo gRt-tt w[h g! E —• KJQ-Q-
Title: Energy Sales Specialist P -c,hCiLSI (qJ Prl anCi)e
Account ID#
Agreement/contract#1032827-1032838
**Add$.14 per gallon for Tankwagon Delivery Phone Number
**Add.$.18 per gallon for Retail Station
Address 50 N.5th Street
Richmond,IN 47374