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HomeMy WebLinkAboutNorthstar Chemical - Storage Tank Agreement NorthstrChemica/ STORAGE TANK AGREEMENT Agreement made by and between: City of Yakima WWTP 2220 E. Viola Avenue, Yakima WA 98901 (hereafter "Buyer ") and NORTHSTAR CHEMICAL INC., 14200 SW Tualatin- Sherwood Road, Sherwood, OR 97140 (hereafter "NORTHSTAR CHEMICAL" or "Seller "). 1) Northstar Chemical agrees to provide the following Equipment to Buyer at no additional charge to Buyer, for an initial Agreement term ending on the 16 day of July, 2017, said term beginning on the later of the signed acceptance dates below, and with the option to extend the Agreement for additional five (5) year renewal term periods through a fair and equitable bid process, subject to termination by Buyer or Seller upon sixty (60) days prior written notice of intent to terminate, said notice to be provided to the other party no less than sixty (60) days before the end of the term then in effect; and subject to the terms and conditions below and on the attached pages. 2) . Equipment: 6650 Gallon foam insulated Storage Tank with heater that has been plumbed, placed and connected in conformity with manufacturer's specifications. 3) Buyer agrees to use the Storage Tank only for the storage of Products listed below and obtained from Northstar Chemical: Product(s): 50% Sodium Hydroxide. 4) Northstar Chemical makes no warranty (including expressed or implied warranties) of any kind and does not accept any liability for damages to persons and property that result from any other party, person or entity, including Buyer or its agents, (1) filling the Storage Tank, (2) improperly storing material in the Storage Tank, (3) filling the Storage Tank with incompatible material, or (4) mishandling the Storage Tank and associated Tank Equipment. 5) Buyer agrees to keep the secondary containment vessel clean and dry of all materials other than such materials that may be deposited in said secondary containment vessel by way of inner container leakage that may occur through no action of Buyer's use of said Tank and to keep any drain valve on said containment vessel closed at all times except with respect to monitored removal of accumulated materials from the secondary containment vessel. Buyer is responsible for complying with all federal, state or local regulations in the treatment or disposal of such materials. 6) Storage Tank and associated Tank Equipment will remain the sole property of NORTHSTAR CHEMICAL while Tank is in Buyer's possession. No party other than NORTHSTAR CHEMICAL or its agent(s) may fill said Storage Tank. 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 within 24 hours of Buyer's awareness of the occurrence of any defects, leakage, failure of operation or performance, or any problems or complaints whatsoever related to the Storage Tank and associated Tank Equipment, and agrees that it will have no remedy against NORTHSTAR CHEMICAL unless such notice is given. NORTHSTAR CHEMICAL may enter Buyer's premises to maintain and / or repair said Storage Tank and associated Tank Equipment provided by Seller at any reasonable time. NORTHSTAR CHEMICAL will carry a General Liability Insurance policy of $1,000,000 per occurrence for any damages which result from any incident caused by NORTHSTAR CHEMICAL, the Storage Tank and its operation, and /or the associated Tank Equipment, including but not limited to leakage, tipping, or general malfunction of the Tank and its associated Equipment. NORTHSTAR CHEMICAL's responsibility shall include but shall not be limited to maintenance and repair of the Storage Tank as well as for Buyer's damages related to injury or damage to persons or property resulting from failure of performance of the Storage Tank and its associated Equipment and spills during filling. Buyer will maintain and repair any air abatement device, including proper solution level and /or pH, site tube, pumps, piping or any other equipment not provided by Seller. Buyer also agrees to maintain prudent levels of public liability and property damage insurance throughout the term of the Agreement. 8) Buyer shall assist NORTHSTAR CHEMICAL and take full responsibility for the determination of the location of said Storage Tank and Equipment on Buyer's property and shall be responsible for acquiring and complying with any required permits for the equipment or installation. Buyer shall not move the Storage Tank and associated Tank Equipment without the prior written consent and under the direction of NORTHSTAR CHEMICAL. NORTHSTAR CHEMICAL shall be solely liable and responsible for the placement of the Storage Tank and associated Tank Equipment to insure the safety and security of the Tank installation. 9) Should Buyer decide to discontinue the purchase of NORTHSTAR CHEMICAL's Product(s) through Northstar Chemical, in accordance with the terms of this Agreement, Buyer shall purge and clean the Storage Tank of all Product and residue and return said Storage Tank and Seller provided Tank Equipment to NORTHSTAR CHEMICAL freight prepaid at the standard transport rate then in effect, or in the alternative, allow NORTHSTAR CHEMICAL free access to remove said Storage Tank and associated Seller provided Tank Equipment with Buyer to pay for reasonable transportation costs at the standard shipping rates then in effect. Any necessary pump -out and disposal costs associated with Seller's removal of the Storage Tank and associated Tank Equipment that is not completed by Buyer prior to Tank removal shall be at Buyer's expense. 10) In the event that any dispute shall arise between the parties hereto with regard to the terms and conditions of this Agreement, the laws of the State of Washington shall govern with regard to the interpretation of the Agreement and to the resolution of the dispute. Venue for the determination of any dispute arising between the parties hereto shall lie in a court of competent jurisdiction in Yakima County, Washington. 11) This Agreement and the Conditions attached hereto and incorporated herein by this reference represents the entire understanding of Buyer and Seller as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement and the Conditions attached hereto may not be modified or altered except in writing signed by both parties. Accepted (for Buyer): City f Yakima, Bebbia Accepted (for Seller): Northstar Chemical, John Strait (print): ► 9 .,i d f �.�� (print): / Signatu /� Signature: � 4111 Date: Z _ 1 t Date: / 2 CONDITIONS TO STORAGE TANK AGREEMENT A. Buyer shall be entitled to rely on the manufacturer's warranty for the Storage Tank and associated Tank Equipment provided by Northstar Chemical. Northstar Chemical shall enforce all guarantees and warranties, expressed or implied, including warranties of fitness for a particular purpose against the Storage Tank manufacturer on behalf of the Buyer. Buyer agrees to indemnify, defend and hold harmless Northstar Chemical from any claim or demand relating to damages from anything other than those responsibilities accepted by Northstar Chemical as stated in the terms of the Storage Tank Agreement of which these Conditions are incorporated. This indemnification will include any reasonable attorneys' fees and costs. This indemnification will apply unless Northstar Chemical is found to be negligent in its performance of any of its obligations under this Storage Tank Agreement. B. Neither party hereto shall assign its rights or delegate its duties under this Agreement, in whole or in part, without prior written consent of Seller. C. It is expressly understood that the Seller is entitled to rely upon any technical advice furnished by Seller with reference to the use and storage of its Product and to the extent such advice is provided to Seller Buyer assumes no obligation or liability for the advice given or results obtained, all such advice being given at Seller's risk. D. 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. E. This Agreement constitutes the entire contract between thc parties for Buyer's use of the Storage 'lank and associated Tank Equipment 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 terns and conditions of the Agreement, shall be binding on Seller or otherwise alter, or restrict the terms of this Agreement unless specifically agreed to in writing by the Seller. F. Northstar Chemical's responsibility is specifically limited only to damages which result from Northstar Chemical filling the equipment and / or failing to perform in accordance with thc terms and conditions of the Storage "Tank Agreement and these Conditions if Northstar Chemical is found to be negligent in its performance thereof. G. 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 Buyer's purchase of the Product is below the Buyer's stated Total Annual Requirement. 1 - •1'hc 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. Accepted by C o Yaki I3ebbie-Geek Accepted (for seller): Northstar Chemical, John Strait Initials: ate ,( Date CITY CONTRAC r NO: (' l (c'01-1 RESOLUTION NO: A/ U"'