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HomeMy WebLinkAboutR-1999-072 r, r 7 l v.. � .. r :. ._. �- r T 7 r RESOLUTION NO. 72-99 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA APPROVING AGREEMENT BETWEEN CITY OF DANIA BEACH AND INCHEM USA, INC. TO SUPPLY CHLORINE GAS PRODUCING EQUIPMENT; PROVIDING THAT ALL RESOLUTIONS IN CONFLICT HEREWITH BE REPEALED TO THE EXTENT OF SUCH CONFLICT; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That that certain Agreement between the City of Dania Beach and Inchem USA, Inc. to supply chlorine gas producing equipment, a copy of which is attached hereto as Exhibit "A", be and the same is hereby approved and the appropriate city officials are hereby authorized to execute same. Section 2. That this resolution shall be in force and take effect immediately upon its passage and adoption. Passed and Adopted this 27'h day of April, 1999. OR-COMMISSIONER ATTEST: ;' v ' hn4-� ROLL CALL: SHERYL CHA MAN MAYOR BERTINO-YES ACTING CITY CLERK VICE-MAYOR McELYEA-YES COMMISSIONER CALI - YES COMMISSIONER ETLING -YES COMMISSIONER MIKES-YES APPROVED AS TO FORM AND CORRECTNESS: By T OMB S J. A SBRO CITY ATTORNEY 1 RESOLUTION NO. 72-99 f Ir- r h, r _I I I GAS SUPPLY AGREEMENT THIS IS AN AGREEMENT ("Agreement"), dated 1999 between the CITY OF DANIA BEACH ("Customer"), a Florida 6unicipal corporation, with its business location at 100 WEST DANIA BEACH BOULEVARD, DANIA BEACH, FLORIDA 33004, and INCHEM USA, INC., ("Inchem"), a Florida corporation, with its principal place of business located at 1920 East Hallandale Beach Boulevard, Suite 607, Hallandale, Florida 33009. IN CONSIDERATION of the mutual covenants, conditions, obligations and undertakings set forth below, and for other good and valuable consideration, the receipt of which is acknowledged, the parties to this Agreement agree as follows: 1. SALE AND PURCHASE OF GAS. (a) During the term of this Agreement, Inchem shall sell to the Customer, and Customer agrees to purchase, the entire requirements of chlorine in the form of gas (referred to"CIZ') as further set forth below in Paragraph 3, and Sodium Hydroxide (caustic soda) in the liquid form, needed to service Customer's facility(the"facility"), both chemicals being generated on-site using a Chlorgen+ Gas Generator on the terms and conditions set out in this Agreement. (b) Any caustic soda produced during the process and not purchased by the Customer is the property of Inchem, and Inchem agrees to remove that substance from Customer's property within a reasonable amount of time after its production. However, if at any time Inchem should fail to meet the needs of Customer as determined by Customer, Customer may obtain Cl2 from other suppliers. 2. DURATION. (a) The Agreement shall be binding for a period of four(4) years, beginning upon the date first appearing in this Agreement. The Customer may notify Inchem at least ninety (90) days prior to termination of the four-year period that it wishes to renew the Agreement, and the Agreement will automatically be extended for an additional four (4) year period. (b) In accordance with the provisions of§166.241(3), Fla. Stat. (1997), the City, during any fiscal year, shall not expend money, incur any liability or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as amended, surpluses carried over to the present fiscal year, and reserves which are available for expenditure during such fiscal year. However, this shall not prevent the t- f fr-- s Y 7 making of this Agreement for a period exceeding one (1)year, but this Agreement shall be executory only for the value of the services to be rendered or agreed to be paid for in any succeeding fiscal year. (c) In the event the facility closes prior to termination of the contractual period, the associated cost for termination and removal of the equipment is set forth in Schedule 1. 3. THE GAS, PRICES AND INITIAL GAS REQUIREMENTS. The CIZ, the price of the CIZ and other charges ("the prices") and the Customer's projected CIZ requirements ("the initial requirements") are set out in Schedule 1, attached. Customer agrees to purchase 240 pounds of CIZ per day at the price set forth in Schedule 1. Customer agrees to purchase 240 pounds of CIZ per day produced irrespective of whether the Customer utilizes the equipment to produce the contracted amount of gas, or whether Customer actually uses 240 pounds per day. 4. ADJUSTMENT TO PRICES. The prices set out in Schedule 1 ("the base price") shall be adjusted at twelve (12) month intervals as mutually agreed to in writing by the parties. However, should any other local government entity of comparable size receive prices that are more favorable to such local government than the prices set out in this Agreement, then in that case Customer shall be entitled to pay those same prices. 5. PAYMENT. (a) Payment shall be made monthly not later than thirty (30) days from date of Customer approval of the applicable monthly statement. (b) Interest shall accrue on all overdue amounts at the rate established pursuant to §55.03, Fla. Stat. (1997), until such overdue amounts are paid in full. (c) Payment for installation as described in Schedule 1 will be made within thirty (30) days of installation of the Chlorgen+ Gas Generator. 6. APPROVALS AND PERMITS. Inchem shall assist the City in obtaining all appropriate approvals and permits from all applicable governmental authorities, entities and agencies which have jurisdiction to approve and permit the design, operation, construction and installation of the Chlorgen+ Gas Generator. Page 2 of 16 f r r 7. THE CHLORGEN+ CHLORINE GENERATOR AND EQUIPMENT. (a) Inchem shall provide The Chlorgen+ Chlorine Generator and other equipment (the "equipment"), which shall always be moveable, for the manufacture and utilization of CIZ at the facility, or for use at any other facility to which the equipment shall be required to be moved as provided for in subsections 7(c) and 7(d); (b) The equipment shall remain the exclusive property of Inchem. (c) The Customer shall not move, relocate or modify the equipment but Inchem may at its discretion do so to meet the Customer's particular needs and circumstances. (d) In the circumstances described in subsection 7(c)above and if requested by the Customer, the Customer shall reimburse Inchem with the cost of the reinstallation, removal, relocation or modification, whichever is applicable, of the equipment. Such cost shall be determined in accordance with Inchem's then existing schedule of charges for those services. Inchem's current schedule is attached as Schedule 4 and as it is changed, Inchem shall supply Customer with a new schedule. Should Inchem fail to provide such schedule, then, in that case, the old schedule shall apply. (e) For reasons of safety the Customer shall not interfere with the equipment or allow any substance to be placed in it other than as supplied by Inchem. (f) The Customer shall not use the equipment to decant CIz into other containers nor shall the Customer re-sell the Cl2. (g) The Customer shall immediately notify Inchem by phone or fax in the event of breakdown of the equipment, and the Customer will source Cl2 from the back-up storage until the equipment is repaired. (h) In the event of a breakdown of the equipment caused by any actions or interference with the equipment by Customer's employees, agents or any other person acting at Customer's direction, Inchem shall repair the equipment, and shall charge Customer at a rate as set forth in Schedule 2. The action or interference described above will include but not be limited to salt not being added. Acts of God, sabotage, water irregularities and power irregularities or interruptions do not constitute such actions or interference. (i) Where equipment is installed by Inchem, the Customer shall at its cost and if requested by Inchem provide the necessary foundation, security fence and signage together with the necessary services including water and electricity, all of which shall be in accordance with Inchem's specifications. Page 3 of 16 f e� r 'i G) No third party will be allowed access to the equipment without permission and, if access is permitted, such third party must be accompanied by one or more officials Of Customer, Inchem or both. 8. DELIVERY, ACCESS, RISK AND OWNERSHIP. (a) Delivery of the CIZ in the gaseous form shall be at the exit point of the equipment. Delivery of the liquid by-product (i.e., caustic soda) shall be at the exit point of the equipment. (b) The Customer shall ensure that Inchem has reasonable twenty-four(24) hour access to the facility for all Inchem's delivery and maintenance vehicles and staff. (c) Risk in the gas shall pass to the Customer after its exit from the equipment, but ownership shall remain with Inchem until the price of the CIZ together with any interest on it has been paid to Inchem in full. g• CHANGE IN CONSUMPTION. (a) Should the Customer's CIZ requirements change, Inchem shall replace the equipment with equipment able to produce the quantities required by the Customer. (b) Should the Customer's requirements for CIZ cease or should this Agreement be terminated for any reason whatsoever, Inchem shall immediately remove all the equipment. (c) Should the volume of CIZ increase above those amounts set forth in this Agreement, Inchem shall provide equipment to supply the new requirements as directed by Customer. Any installation charge for such equipment shall be mutually agreed upon by the parties in writing prior to installation. The new equipment shall be at no cost to Customer unless a modification of existing equipment pursuant to Section 7 is made. Then, in that case, the provisions of Section 7 shall apply to relocation or modification(s) made regarding existing equipment. 10. GUARANTEE. (a) The CIZ supplied under the terms of this Agreement is guaranteed to conform to the specification agreed to between Customer and Inchem in Schedule 1, but the Customer must continually satisfy itself that the CIZ is suitable for its intended application. (b) Should the CIZ fail to conform to the agreed specification, Inchem may either replace or give credit for such CIZ to the exclusion of any other remedy available to the Customer. Any claim in this regard must be lodged by the Customer with Inchem in writing within ten 00) working days after the date of delivery of the CIZ. Page 4 of 16 f 11. LIABILITY AND INDEMNITY. (a) Inchem shall indemnify, defend and hold harmless the Customer, its elected officials, officers, agents and employees (collectively, the"Customer'), from and against any and all claims, suits, actions, damages, liabilities, expenditures or causes of action of any kind (including negligent, reckless, willful or intentional acts or omissions of Inchem)arising from, or relative to, or caused by Inchem's performance of this Agreement and by any act or omission of any employee of Inchem, whether such employee is acting within the scope of his or her employment or not. (b) Inchem agrees to indemnify, defend, save and hold harmless the Customer from all damages, liabilities, losses, claims, fines and fees, and from any and all suits and actions of every name and description that may be brought against the Customer, on account of any claims, fees, royalties or costs for any invention or patent or for the infringement or use of any and all copyrights or patent rights or intellectual property rights claimed by any person, firm, corporation or other legal entity. (c) Inchem agrees, at Inchem's expense, after receipt of written notice from the Customer, to defend any action against the Customer that falls within the scope of the foregoing indemnities, or the Customer, at the Customers option, may elect not to tender such defense and may instead elect to secure its own attorneys to defend any such action and the reasonable costs and expenses of such attorneys incurred in defending such action shall be payable by Inchem. Additionally, if Inchem, after receipt of written notice from the Customer fails to cure any default specified by or make any payment due the Customer, Inchem shall pay any reasonable attorneys' fees or costs incurred by the Customer in securing compliance with the terms of this Agreement. In the event of any claims or suits which fall within either of the foregoing indemnities, payment of any amount due shall, after receipt of written notice by Inchem from the Customer that such amount is due, be made by Inchem prior to the Customer being required to pay same, or in the alternative, the Customer, at Customer's option, may make payment of an amount so due and the Inchem shall promptly reimburse the Customer for same, together with interest at the rate of twelve percent (12%) per annum simple interest from the day of Customer's payment. 12. SAFETY. The Customer's attention is drawn to cautionary labels attached to Inchem's equipment as well as the various Instruction Booklets/Charts published by Inchem which shall be supplied by Inchem to Customer. If Inchem has not supplied Customer with a copy of the Instruction Booklets/Charts,then they will have no force or effect and Customer shall not be bound by such documents. The Customer shall also draw the above to the attention of all persons using or handling CIZ and Inchem's equipment. Page 5 of 16 f i- r t 7 13. FORCE MAJURE. Notwithstanding anything to the contrary contained in this Agreement, neither Customer nor Inchem shall be liable for failing to fulfil any of their respective obligations if such failure is due to war, civil disturbance, riots, acts of terrorism, fire, storm, industrial dispute, quarantine, acts of God or to any other cause which is beyond Inchem's or Customer's reasonable control. 14. BREACH AND TERMINATION. (a) In the event of the Customer failing to make an date or committing a breach of any other term of this Agreement and failing payment o make sucdh payment or remedy the breach within fourteen (14)days after receipt of written demand by Inchem, fnchem may terminate this Agreement forthwith and remove its equipment without prejudice to any other rights or remedies which are available to Inchem. (b) This Agreement may be terminated for cause by Customer, if Inchem has not corrected a breach within fourteen (14) days after written notice from the Customer, identifying the breach, or terminated for convenience by Customer upon not less than sixty (60)days' advance written notice by Customer. This Agreement may also be terminated by Customer, upon such notice as Customer deems appropriate under the circumstances, in the event Customer determines that termination is necessary to protect the public health, safety or welfare. (c) Termination of this Agreement for cause shall include, but not be limited to, Inchem's failure to suitably perform the work, failure to continuously perform the work in a manner calculated to meet or accomplish the objectives of Customer as set forth in this Agreement, or for any other breach of the provisions of this Agreement, notwithstanding whether any similar breach was previously waived or cured. (d) Notice of termination shall be provided in accordance with the "NOTICES" section of this Agreement, except that notice of termination by Customer which Customer deems necessary to protect the public health, safety or welfare, may be verbal notice which shall be promptly confirmed in writing in accordance with the "NOTICES" section of this Agreement. (e) In the event this Agreement is terminated by either party prior to the conclusion of the term set forth above, the amount owed by the Customer at the time of the termination for the charges incurred to that date shall be paid to Inchem within thirty (30) days. However, upon being notified of Customer's election to terminate, Inchem acknowledges and agrees that ten dollars ($10.00) of the compensation to be paid by Customer, the adequacy of which is acknowledged by Inchem, is given as specific consideration to Inchem for Customer's right to terminate this Agreement for convenience. Page 6 of 16 L r 7 (f) Upon termination by Customer for cause, Inchem shall be liable to Customer for any costs, expenses or damages that result from Inchem's failure to perform under this Agreement. 15. LEGAL PROCEDURES AND ATTORNEYS' FEES. This Agreement shall be governed and construed in accordance with the laws of the state of Florida, and any litigation arising under this Agreement will be conducted in Broward County, Florida. In the event of any litigation which arises out of, pertains to or relates to this Agreement or the breach of it, or the standard of performance required in it, the prevailing party shall be entitled to recover reasonable attorneys' fees from the non- prevailing party, subject to the limits of this paragraph. Where the prevailing party is awarded compensatory damages from the non-prevailing party, other than nominal charges, the amount of attorneys' fees shall not exceed the amount of compensatory damages (it being the intent that no attorneys' fees shall be recoverable by a prevailing party in the absence of an award of compensatory damages). If no compensatory damages are awarded, the prevailing party is entitled to reasonable attorneys'fees for the defense of the non-prevailing party's claim, which shall not exceed the amount of money payable under the original terms of this Agreement. 16. WAIVER. No waiver granted by either party to the other with respect to any terms and conditions of this Agreement shall be a continuing waiver of those terms and conditions. 17. WHOLE AGREEMENT, VARIATION AND PRECEDENCE. (a) This Agreement constitutes the whole Agreement between Inchem and the Customer and no representations, undertakings, warranties, guarantees, terms and conditions that are not recorded in this Agreement or in any variation to this Agreement as referred to in Clause 17(b) below shall have any legal validity. (b) No modification, amendment or alteration of any terms or conditions of this Agreement shall be binding unless reduced to writing and signed by both parties with the same formality as this Agreement. (c) If. (i) the Customer's order for CIZ contains the Customer's standard terms and conditions of purchase, and if there is a conflict between such order and the terms of this Agreement, the supply of Cl2 by Inchem shall be governed by the terms and conditions of this Agreement and not by the standard terms and conditions contained in the Customer's order; or Page 7 of 16 f h } I (ii) Inchem issues an invoice, delivery note or both which contains general terms and conditions which conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement shall prevail. 18. PRIOR AGREEMENTS. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained in this Agreement and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms of this Agreement shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained in this Agreement shall be effective unless set forth in writing in accordance with Section 17 above. 19. GOVERNMENTAL IMMUNITY. Customer is a political subdivision as defined in Chapter 768.28, Florida Statutes, and nothing contained in this Agreement is intended to serve as a waiver of sovereign immunity. Nothing contained in this Agreement shall be construed as consent by Customer to be sued by third parties in any matter arising out of this Agreement. 20. INSURANCE. (a) At or prior to the commencement of Inchem's performance, pursuant to the provisions of this Agreement, Inchem shall deliver the original certificate of insurance required in this Agreement to Customer. Inchem shall pay the premiums for all insurance required by this Agreement. Inchem shall cause all policies of insurance required by this Agreement to be renewed from time to time so that at all times the insurance protection required by this Agreement shall continually exist. The policy shall not be canceled or materially changed without the giving of at least thirty (30) days' prior written notice to Customer, and in such event, a policy pursuant to the above terms must be substituted. (b) Inchem shall, as a minimum, provide, pay for and maintain in force at all times during the term of this Agreement, the insurance coverages set forth below, in accordance with the terms and conditions required by this Section. (c) Such policy or policies shall be without any deductible amount and shall be issued by approved companies authorized to do business in the State of Florida, and having agents upon whom service of process may be made in Broward County, Florida. Inchem shall specifically protect Customer, including its officials, employees and agents, by naming Customer as an additional insured under the Comprehensive General Liability Policy. Page 8 of 16 r 7 k (d) Comprehensive General Liability Insurance. A Comprehensive General Liability Insurance Policy shall be provided, which shall contain minimum limits of One Million Dollars ($1,000,000.00) per occurrence, combined single limit for bodily injury liability and property damage liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: (i) Premises and operations (ii) Independent contractors (iii) Products and Completed Operations for contracts (iv) Broad Form Contractual Coverage applicable to this specific Agreement, including any hold harmless and indemnification agreement (v) Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. (e) Inchem shall furnish to the Customer Certificates of Insurance or endorsements evidencing the insurance coverages specified by this Section prior to beginning performance of work under this Agreement. (f) Coverage is not to cease and is to remain in force (subject to cancellation notice) until all performance required of Inchem is completed. All policies must be endorsed to provide Customer with at least thirty (30) days' notice of cancellation, restriction or both. If any of the insurance coverages will expire prior to the completion of the work, copies of renewal policies shall be furnished at least thirty (30) days prior to the date of their expiration. 21. AUDIT RIGHT AND RETENTION OF RECORDS. (a) Customer shall have the right to audit the books, records and accounts of Inchem that are related to this Agreement. Inchem shall keep such books, records and accounts as may be necessary in order to record complete and correct entries related to this Agreement. (b) Inchem shall preserve and make available, at reasonable times for examination and audit by Customer, all financial records, supporting documents, statistical records and any other documents pertinent to this Agreement for the required retention period of the Florida Public Records Act (Chapter 119, Fla. Stat.), if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3)years after termination of this Agreement. If any audit has been initiated and audit findings have not Page 9 of 16 a_ r i�- a * y 1 been resolved at the end of the retention period, or three (3) years, whichever is longer, the books, records and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by Customer to be applicable to Inchem's records, Inchem shall comply with all requirements of the law; however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by Customer. Any incomplete or incorrect entry in such books, records and accounts shall be a basis for Customer's disallowance and recovery of any payment upon such entry. 22. INDEPENDENT CONTRACTOR. Inchem is an independent contractor under this Agreement. Services provided by Inchem pursuant to this Agreement shall be subject to the supervision of Customer. In providing such services, neither Customer nor its agents shall act as officers, employees or agents of Inchem. This Agreement shall not constitute or make the parties a partnership or joint venture. 23. THIRD PARTY BENEFICIARIES. Neither Inchem nor Customer intend to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement. The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. 24. NOTICES. Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or by hand-delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth in this Agreement until changed in writing in the manner provided in this section. For the present, the parties designate the following: FOR INCHEM: FOR CUSTOMER: Bud Palm, Utilities Director City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, Florida 33004 Page 10 of 16 f y r. T 7 I With a copy to: Michael W. Smith, City Manager City of Dania Beach 100 West Dania Beach Boulevard Dania Beach, Florida 33004 25. ASSIGNMENT AND PERFORMANCE. (a) Neither this Agreement not any interest in it shall be assigned, transferred or encumbered by either party. In addition, Inchem shall not subcontract any portion of the work required by this Agreement. (b) Inchem represents that all persons delivering the services required by this Agreement have the knowledge and skills, either by training, experience, education or a combination of the foregoing, to adequately and competently perform the duties, obligations and services set forth in the Scope of Services and to provide and perform such services to Customer's satisfaction for the agreed compensation. (c) Inchem shall perform its duties, obligations and services under this Agreement in a skillful and competent manner. 26. COMPLIANCE WITH LAWS. Inchem shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities and obligations pursuant to this Agreement. 27. SEVERANCE. In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless Inchem or Customer elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7)days after the finding by the court becomes final. 28. JOINT PREPARATION . The parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations in this Agreement and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. Page 11 of 16 i' r h T I = 29. PRIORITY OF PROVISIONS. If there is a conflict or inconsistency between any term, statement, requirement or provision of any exhibit attached to this Agreement, any document or events referred to in this Agreement or any document incorporated into this Agreement by reference and a term, statement, requirement or provision of this Agreement, the term, statement, requirement or provision contained in this Agreement shall prevail and be given effect. IN WITNE S OF THE FOREGOING, the undersigned have affixed their hands and seals on 40z ?/ _ 1999. INCHEM USA, INC. a Florida corp at n— C/ By: Witness C o' L Derek B. Lubie, President n �un r \p 1920 East Hallandale Beach Printed o Typed Name of Witness Boulevard, Suite 607 Hallandale, Florida 33009 Witness 1�r/o r /I'/ &L4'-fpUi✓ ATTEST: Printed or Typed Name or Witness CORPORATE SEAL (if applicable): By, Title: Print Name: STATE OF FLORIDA COUNTY OF BROWARD / The foregoing instrument was acknowledged before me on 1999, by Derek B. Lubie, as President of INCHEM USA, INC., a Florida corporation on behalf of the corporation. He is personally known to me or has produced as identification and did (did not)take a ath. NOTARIALSEAL-*nib, AfteM.Gw= 11 t°""Nownbe ' 0n �f1�JTARY PUBLIC State of FJi da .`d� November C 1999 y.F,n:.!�.` eelOEe TAie igP/FNNIIbLR/N�[,I SIGNATURES CONTINUED ON FOLLOWING PAGE Page 12 of 16 _f 7 F " SIGNATURE FOR CU OMER ATTEST: CITY OFDA H,FLORIDA, a municipa orp n II , iE12YL fIAPMAN JOB INO,MAYOR ACTING CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: BY: *YAll i TitA RO CITY O RNEYEY SIGN URE FOR INCHEM Dcingdulyau orized DATE PLACE Page 13 of 16 f ' r 7 SCHEDULEI SCHEDULE OF GAS INITIAL REQUIREMENTS, PRICES AND OTHER CHARGES ITEM N0. PRODUCT GRADE FORM OF INITIAL SUPPLY REQUIREMENTS 1 Chlorine Appx.95% On-site chlorine CL 1500 generator 2 NaOH Aqueous solution As a liquid produced by Total production 15%by mass chlorine generator depending on chlorine production 3 Sodium Hyper- 7%or 10-12% Asa liquid produced b Total chlorite y production combining chlorine gas depending on chlorine and NaOH production CHARGES: Rental per month $nil Chlorine gas $0.21 /lb Caustic soda $0.50 /gal Sodium Hyperchlorite $N/A Equipment installation $ 5,000.00 Equipment removal at termination of Agreement $nil Equipment removal upon early termination of Agreement $10,200.00 Equipment relocation $ 3,500.00 Note: Prices and charges are net and exclude taxes and duties Power will be rebated to the Customer @ 0.045 c/ Kwh GENERAL DESCRIPTION OF EQUIPMENT INSTALLED ITEM NO. EQUIPMENT 1 "Chlorgen+°Chlorine generator model CL1500 capable of producing chlorine gas at the rate of 330 Ibs per day and sodium hydroxide at a rate of 443 gal per day of 7%or 330 gal per day of 15% Page 14 of 16 f o . F ' i SCHEDULE2 COSTS AND EXPENSES Rate for unscheduled maintenance @ $60 per hour Traveling at AAA rates Parts and spares, as required The following will be considered the Customer's negligence: (a) Failure to check efficiency of salt feeder (b) Failure to check adequate water supply to Chlorgen and venturi (c) Failure to check efficiency of automatic current adjuster (d) Failure to notify maintenance crew immediately of any malfunction, leak, etc. Page 15 of 16 f r Y 7 SCHEDULE 3 CUSTOMER'S RESPONSIBILITIES • 1• Power supply 2. Water supply 3. Storage of salt 4. Secure, safe, weatherproof area for chlorine generator 5. Storage tanks and pumps, if required Page 16 of 16 t ..