HomeMy WebLinkAbout2005-177 Agrmt - Polydine Inc
SOLE SOURCE SUPPLY AGREEMENT
CONTRACT NO.
SELLER:
SNF /Polydyne Inc.
1 Chemical Plant Road
Riceboro, GA 31323
BUYER:
City of Ashland
90 N Mountain Avenue
Ashland, OR 97420
. For value received~ Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, on the
followIng terms and condItIons;
1. TERM. The term of this contract shall begin on August 1, 2005 and shall end on
July 31, 2006 . Annual extensions of this Agreement are possible by mutual consent subject to
provisions outlined in Section 8.
2. PRODUCT. The product to be purchased and sold hereunder in set forth on Exhibit "A"
(collectively and individually, the "Product"), and such Product shall conform to the specifications
listed on Exhibit "A" (the "Specifications").
3. QUANTITY. Buyer is obligated to buy from Seller, and Seller in obligated to sell to Buyer,
percent (100 %) of Buyer's total annual volume requirement for the Product as follows:
Product
Ship to Location
Price
Quanti ty est
Container
C-6286
1195 Oak Street
$0.90
34,000 lbs
Totes
4. PAYMENT. Buyer shall pay for all Product received under this Agreement within thirty
(30) days froIn the date of Seller's invoice for same. Seller shall not invoice Buyer until Product is
shipped.
5. SHIPPING TERMS. Seller shall ship each shipment of Product FOB Delivered
6. AMOUNT OF SHIPMENT. The quantity of Product received, and for which Buyer shall pay
Seller, shall be nleasured in pounds by Seller's certified scales. Any clears of shortage shall be
deemed waived unless made in writing and received by Seller within fifteen(l5) days from buyer's
receipt of the shipment in question. Shortages of less than 1 % of the net weight ofshiprnents in tank
cars or wagons shall not be contested. Seller shall retain records of the weight of each shipment and
of the certification of all scales used and immediately shall provide such to Buyer upon written
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request. The parties agree to exercise best efforts in good faith to resolve any discrepancies regarding
the weight of any shipment.
8. PRICE ADJUSTMENT.
(a) The price herein specified may be revised Annually by written notice sent
by Seller to Buyer not less than thirty (30) days before the effective date of such revision. Buyer's
failure to serve Seller with written notice of objection to the proposed price revision before the
effective date thereof shall be considered acceptance of such revision. Failure of Buyer and Seller to
agree on a proposed price revision after such notice by Seller releases Seller without obligation and
permits Buyer to purchase elsewhere the quantities required thereafter
(b) Seller may increase the price of the "Product" annually on the basis of the U.S. Bureau
of Labor Statistics PPI Index, "Plastic Material and Resins Manufacturing~" (PMRM),
PCU325211325211, Exhibit "B" (the "Index"). This index includes: propylene, acrylonitrile,
formaldehyde and other key components used in the manufacture of solution polyacrylamide. The
base calendar period for raw material cost comparison to adjust the selling price of the "Product ",
either up or down, shall be February 2005 to January 2006.
9. PAYMENT. The prices shall be paid in United States currency. Seller reserve the right,
among other available remedies, either to cancel this contract or suspend further deliverles under this
contract in the event Buyer fails to pay for anyone shipment when payment becomes due. Should
Buyer's financial condition or responsibility become unsatisfactory to Seller, cash payments or
satisfactory security may be required by Seller as a condition to further shipments under this contract.
10. OTHER PROVISIONS. The OTHER PROVISIONS set forth on the following pages hereof
are incorporated herein as if an original part hereof.
11. ENTIRE AGREEMENT. This contract, along with all exhibits attached hereto which are
incorporated herein by this reference, sets forth the entire and complete agreement regarding the
subject Inatter hereof and may be executed in identical counterparts.
SELLER:
SNF/Polydvne Inc.
BUYER: City of Ashland
By: L~"'-hV"- b #
Lawrence D. Grizzle, Business Manager
i /1 ~$
.. ,
By:
N
3--
']:~rry Ellis
~~
8J'r"lo S-
Date:
Date:
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OTHER PROVISIONS
A. Purchases by Affiliates. Buyer's affiliates may purchase Product required to be
purchased by Buyer hereunder, and such purchases shall be credited to Buyer for purposes of
its purchase obligations hereunder. An affiliate is any corporation or entity which (i) owns
more than 800/0 of the beneficial interest in Buyer ("Buyer's Parent"), (ii) more than 80% of
the beneficial interest of which is owned by Buyer's Parent, or (iii) more than 80% of the
beneficial interest of which is owned by Buyer.
B. Conforming Product. Seller warrants that all Product shall comply with the
Specifications and makes no other representations or warranties, express, implied, statutory
or otherwise, concerning the Product, the merchantability thereof, or the fitness thereof for
any purpose. Buyer shall be obligated to purchase only that Product which ITleets the
Specifications. Any claim that any Product does not meet Specifications shall be deemed
waived unless Inade in writing and received by Seller within fifteen (15) days frOITl Buyer's
receipt of the Product in question.
C. Product Testing. Seller shall analyze and retain a clearly-marked,
representative sample from each shipment of Product. Seller shall retain each sarnple and
such sample's test results for the one year and, upon written request, shall provide such to
Buyer. The parties agree to exercise best efforts in good faith to resolve any discrepancies
between their respective test results regarding any sample and/or shipment.
D. Non-Conforming Product. Seller shall immediately replace all Product not
Ineeting Specifications, shall reimburse Buyer for the reasonable shipping coats associated
with Buyer's return of non-conforming Product, shall pay for the shipping costs associated
with delivering to Buyer the replacement Product and shall be responsible for the disposal of
any non-confonning Product and associated containers returned by Buyer. Buyer's sole
remedy for non-conforming Product shall be for Seller to replace the defective Product as
provided above at Seller's cost, and Seller shall not be liable for special, indirect or
consequential damages of any Kind under this agreement or otherwise.
E. Compliance with Law. Upon delivery to Buyer, Buyer assumes all
responsibility and liability for compliance with all applicable federal, state and local laws and
regulations relating in any way to the Product, specifically including those laws and
regulations governing unloading, discharge, storage, handling, use and/or possession of
Product supplied by Seller hereunder.
F. Force Maieure/Hardship/Other Sources. If Buyer's ability to take or Seller's
ability to deliver the Product is impaired due to circumstances beyond reasonable control,
including but not limited to fire, flood, Government action, accident, labor disputes or
shortage, or inability to obtain from normal sources raw material, equiplnent, or
transportation, the one so affected shall be excused without liability from taking or Inaking
delivery to the extent of such impairment. If Seller's ability to deliver Product is reduced due
( 1 8 3 3 8 3 . 1 i ()(J::"J r ) - i) 0 0 0 0 1
to any such circumstance, Seller may reduce the contract quantity in any year upon written
notice to Buyer if Seller deems such reduction necessary to effect a fair allocation of the
Product to users/purchasers thereof, in which case Buyer's obligation to purchase Product
from Seller hereunder shall be reduced and adjusted accordingly. Notwithstanding, if Seller's
ability to deliver Product is reduced due to any such circumstance, then Buyer may obtain
Product from another source, and the quantity of Product obtained from another source will
be credited to any minimum quantity requirement set forth in this Agreement for the
respective contract year as if such had been purchased from Seller. If Buyer's inability to take
Product is excused under this subparagraph. Seller's obligation to sell Product to Buyer
hereunder shall be reduced and adjusted accordingly.
G. Assignment. Neither party shall assign or delegate its rights or obligations
under this contract without the prior written consent of the other party, which consent shall
not be unreasonably withheld. Notwithstanding the foregoing, should substantially all of the
assets of either party be purchased or otherwise acquired by an unrelated entity or person,
such party may assign and delegate its rights and obligations hereunder to the acquiring
person or entity.
H. Binding Effect. This contract shall be binding upon the parties hereto and
their respective assigns, if permitted, and successors. Specifically, any person or company
which purchases or merges with either of the parties to this Agreement shall do so subject to
the tenns and conditions specified herein.
1. Applicable Law. This Agreement shall be construed and en~:)rced in
accordance with the laws of the State of Georgia without reference to the conflict or choice
of law principles thereof. Buyer hereby consents and waives any objection to the jurisdiction
of and venue in the federal and state courts located in Chatham County, Georgia, with respect
to any action arising out of or relating to this contract and agrees to bring any such action in
said courts.
J. Severability. If any provision or subpart thereof shall be held invalid or
unenforceable by any court, such holding shall not invalidate or render unenforceable the
remainder of such provision or any other provisions hereof.
K. Attorneys' Fees. If any action at law and equity shall be brought to recover for
or on the account of any breach of, or to enforce or interpret any of the covenants, terms or
conditions of this contract, the prevailing party shall be entitled to recover from the other
party reasonable attorney's fees.
L. Notices. All notices concerning the subject matter hereof shall be made in
writing and shall be deemed to have been duly given (i) on the date of service if served
personally on the party to whom notice is to be given, (ii) on the date of service if delivery is
made by oven1ight courier on the party to whOln notice is to be given at the address set forth
above, or (iii) five (5)days after the date of depositing the same in the U.S. mail and mailed
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to the Party to whom notice is to be given, by first class mail, registered or certified, postage
prepaid, and properly addressed as eat forth above.
M. Waivers. No delay or failure by Seller in the exercise of any right or remedy
shall operate as a waiver thereof; no single or partial exercise by Seller of any right or remedy
shan preclude other or further exercise thereof or the exercise of any other right or remedy;
and a waiver by Seller of any breach by Buyer shall not be construed as a waiver of any other
breach by Buyer. Time is of the essence of this Agreement.
N. Modification. All sales of Product are limited to and made expressly
conditional on Buyer's acceptance of the foregoing tenns and conditions, and Seller expressly
objects to and rejects any terms and conditions that may be proposed by Buyer which are in
addition to or differ from the foregoing terms and conditions. The terms and conditions of
this agreement may not be modified except by written instrument executed by an parties
hereto and take precedence over any inconsistent terms and conditions contained in any
purchase order, confirmation, acknowledgement or other writing, now or hereafter existing,
which may relate to the sale of Product between Buyer and Seller.
1183383.1i
<:ITY OF
AS,HLAND
REQUISITION FORM
THIS REQUEST IS A:
o Change Order( existing PO #
Date of Request:
Required Date of Delivery/Service:
Vendor Name
Address
City, State, Zip
Telephone Number
Fax Number
Contact Name
PI-' ('1 d.", /\ (
P L"' 1~0~ Cj '3 06 q Y
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SOLICITATION PROCESS
Small Procurement D Sole Source D Invitation to Bid!
D Less than $5,000 Ad' Written findings attached (Copies on file)
D Quotes (Not required)
CooDerative Procurement D Reauest for ProDosal
D State of ORJWA contract (Copies on file)
Intermediate Procurement D Other government agency contract D SDecial1 Exemtlt
D (3) Written Quotes D Copy of contract attached D Written findings attached
(Copies attached) D Emeraency
D Contract # D Written findings attached
Description of SERVICES
~.
D Per attached PROPOSAL
Item #
Description of MATERIALS
Unit Pric4!
Total Cost
EM
- 2".>--ce, 0 . J \ ~
"2.. "2 00 i .~ ff"'J...b LJ OJ . v'"
Project Number _ _ _ _ _ _ - _ __
D Per attached QUOTE
Account Number 621" -..9~ 1'1-Q?_ - bQJ~~9
* Items and services must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately.
By signing this requisition form, I cerlify that the information provided above meets the City of Ashland public contracting requirements,
and the documentation can be provided upon request. ^ _
Employee Signature~ h C ~ SupelVlsor/Dept. Head Signature: ~ ~ ~ I ~ <r-
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Updated on: 7/1312005
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C\TY RECORDER'S COpy
Page 1 / 1
CITY OF
ASHLAND
20 E MAIN ST.
ASHLAND, OR 97520
(541) 488-5300
7/28/2005
1= PONUMBER
L 06140
VENDOR: 007621
POL YDYNE, INC.
POBOX 930894
ATLANTA, GA 31193
SHIP TO: Ashland WWTP
(541 ) 488-5348
1295 OAK STREET
ASHLAND, OR 97520
FOB Point:
Terms: Net
Req. Del. Date:
Speciallnst:
Req. No.:
Dept.: PUBLIC WORKS
Contact: Terry Ellis
Confirming? No
BILL TO: Account Payable
20 EAST MAIN ST
541-552-2028
ASHLAND, OR 97520
SUBTOTAL
TAX
FREIGHT
TOTAL
31 185.00
0.00
0.00
31,185.00
AJb< ~ r.~.r
Aut zed Signature
VENDOR COpy