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Home My Public Portal About004-2023 - Co-Alliance - diesel gas 2023 • CO ALLIANCE' Co-Alliance Cooperative Inc.TERMS end:CONDITIONS rot FIXED`PRICE FUEL CONTRACTS THISAGREEMENT;"madeand-enteredintothis 16th dayof-":December 2022..by and:between Jason Deboo as authorized contracting.repr•esentative.forCo-AllianceCooperetive Inc,hereinafter:referred to as ..(Seller)withcits principal location 1435 NW 5th'St,P O Box 516,Richmond,IN 47374 ands Kara Noe .. as authorized contracting representative of The:City of Richmond hereinafter referred to as(Buyer)in consideration of.the.mutual covenants•containedherein,the parties agree as follows • 1. Fixed price forward-month contracts are availab,lebymonth for up to:twelve(12)consecutive months:Minimum contracted gallon are 1;000gallons:(Gallons in this contractwill be understood to.ke grossgallons)Fixed price forward-month contracts wilt-beoffered betweenil:00 AMand 5•OOPM'Eastern time on regular business days._ Ali. contracts originating via telephone Will be firm andbinding when,placed with an authorized representative-Of CoAlliance Cooperative,Inc.(Seiler).Confirmation of a verbal contract agreement be:sent via fax,United States Mail orerimall to Buyer The'confirmation Is to be signed and:returned within ten(10)"businessdaysafter receipt. Additionally,confirmations.NOT received within ten.(10)business.days shall also constitirteagreementto the terms'set:forth.by the contracting.party. 2. Product purchases.covered by tfhis:agreementwili begin with product;purchased on the 1st day of January. 2023 and-will'conclude w)th productbeing purchased'onOr before the •31st dayof'December 2023. 3. Buyer agrees to purchase from Seller 130,000 gallons of PDX On Road Diesel et a;fixed price of. $3.6627 per gallon.Price includes 0.55,SNIFPand 0' FET..Gas use tax.(if.applkable)will be added at the time.of delivery and;is NOT included in contracted price"per gallon. 4. Product covered by.this agreement mustbe taken by Buyer within the contract specified dates Delivery dates on the Contract are between thedatesoftite 1st dayof. January 2023. and the 31st day of December 2023: Gallons not.'lifted withln:their designated: contract months will be forfeited.In addition,Co-Alliance Cooperative Inc,will'inyolce the Buyer for those unused ga lions.The invoicing formula used"will.be equal to the difference between the contract:fixed•price and the CountryMerk Rackprice at the end of-the contract period multiplied by the number of undelivered.gallons. Ifthe Contract price is lower thanthe:CountryMark'Rack price at the; end of the contract period,no charge will apply,nor:will any refund begranted 'Payment for invoiced amount will be due to Co.Alliance Cooperative bythe:due date set forth on the'invoice.Invoice terms will be to Co-Alliance Cooperative's regular account.terms, 5. Contract gallons are.nottransferrable.toanyother,entitywithoutwrittenconsentof:theSeller: 6. .All product'delivered'by seller and sold to Buyer pursuant to:this Agreement/Contract Shelf conform to the qualiityspecifications: mutually agreed upon by the parties for Such products which a e'commercially acceptable.In addition,Co. Alliance Cooperative Inc makes no warranty,express:or implied,:concerning;any product otherthan it shall.conform to the specifications as described.above: ALL OTHER WARRANTIES OF ANY KIND,EXPRESS ORIMPLIED IN FACT OR BYLAW INCLUDING,BUT NOT LIMITED TO, IMPUED WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF'DEALING Ole USAGE OFANYTRADE;.ARE.EXPRESSLY EXCLUDED FROM THIS WARRANTY AND FROM THIS AGREEMENT. `7. sellerat its option may ma keVoid thiseontrattft.BOyees:accOunt becomes delinquent'by,po days,'Nothing in this:agreement/contract shall excuse buyer frompaying seller,whendue,any amounts:payable under this agreement. :... .. .. 8. If there is a'breach of tfiis'Agreement/contract,the,parties;hereby agree that all reasonable costs of collection and attorney fees.may be`added fo ihe'amount.owed ancludingfinance charges et,theusual and customary rate.. :9, CorAlliance.Cooperativelncshalldeliverall;productscovered.bythisAgreement/contrtcttotheBuyer Risk of loss'for product shall pass"to.Buyer et'ti me of delivery. 10.Either party's failure to performtunder'the terms:and.conditions of this Agreement/contract,in whole Or inpart;will not be:deerned a.breach.ora defauithereunder or give rise to.any liability of either party to.the other.lf Such failure is attributable to any act Gad,.riot,public'enemy,fire,explosion,food;,drought;:warr sabotage;accident; action by governmental authority,orotherconditions.beyond.ihe 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 provisions)Of this Agreement/contract. 12:In the event`one et 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 that it can be reasonablyassurned that-the parties would have contracted on:the:basis of those new: provisions. 13.This instrument sets forth the entireagreement between the parties relativeto thesubject matter herein and superseded all previous understandings and agreements of .the parties relative to the subject matter herein Madification:or amendment of any of the provisions of this.Agreement/contract shall notbevalid unless:in writing and"signed bytheoarties hereto, Contract No. 4-2023 • +�I 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 jurisdiiction.o f 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 many such court or that any such sult.ection Or proceeding has been brought in en 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: JasonDeliao INCERMEig Title: Energy Sales Specialist itailaggin Qe,rC-Icks es ' 1Q.'fht�Pr Account KO J ' Agreement/contractIl 25000 "Ad $.14 pergaflon for Tanicavagon Delivery Phone Number "`tz$S **Add$.O3 per gallon for.Retail Station Address 50 N.5th Street Richmond,IN:-42374