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Home My WebLink About68-98 RESOLUTION• • • 4 RESOLUTION NO. 68 -9 R A RESOLUTION AWARDING BID NO. 98-37 TO DYCHEM INTERNATIONAL, INC. TO PROVIDE FOR AUTOMATIC DRIVE THROUGH WASH EQUIPMENT, ITEM NO. 1 AND 2 AT NO CHARGE; AND SUPPLIES, ITEM NO. 3, HYDRO WASH A (BULK) @ $5.00 PER GALLON, HYDRO WASH S (BULK) @ $5.00 PER GALLON, TRD (OPTIONAL) @ $12.75 PER GALLON, ELBOW GREASE BULK (OPTIONAL) @ $5.50 PER GALLON. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS• Section 1. That the City Council hereby awards Bid No. 98-37 to DYCHEM International, Inc. to provide for automatic drive through wash equipment, Item No. 1 and 2 at no charge and supplies, Item No. 3, Hydro Wash A (bulk) @ $5.00 per gallon, Hydro Wash S (bulk) @ $5.00 per gallon, TRD (optional) @ $12.75 per gallon, Elbow Grease Bulk (optional) @ $5.50 per gallon; and authorizes the Mayor and City Clerk to execute a Washing System Lease and Chemical Purchase Agreement. A copy of the lease/agreement is attached hereto marked Exhibit "A" and made a part hereof. PASSED AND APPROVED this day of June , 1998. „„ llllll + �.2, lei• it. APPROVED; i.•,..- „Fk.••44 •4.y1 S.nr 'A.')'TEST:14 ,o' ii noi Bye.%y fig Heather Woodruff, i' Clerk Fred Hanna, Mayor EXHIBIT A HYDRO SHOCK FLEET WASHING SYSTEM LEASE AND CHEMICAL PURCHASE AGREEMENT THIS LEASE/PURCHASE AGREEMENT is made and entered into this day of , 1998 by and between DyChem International, Inc. ("Lessor") and the City of Fayetteville ("Lessee"). WHEREAS, Lessor is engaged in the business of manufacturing and installing hydro shock fleet washing systems ("System") and the detergents to operate System ("Detergents"); and, WHEREAS, Lessee desires to lease a System and purchase Detergents. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, Lessee and Lessor agree to the terms and conditions as set forth herein: 1. System Equipment. The System equipment shall include that equipment listed in Addendum "A" attached hereto and made a part hereof. 2. Lease Fees. The System shall be provided to Lessee at no monthly charge; however, Lessee agrees to a minimum monthly purchase of Detergent. 3. Term/Termination. This Lease/Purchase Agreement shall remain if effect until December 31, 1998 and shall automatically renew, subject to Lessee's budget approval, for a period of one (1) year, (the "Principal Term"). Thereafter this Lease/Purchase Agreement shall automatically renew for four (4) one (1) year terms, subject to Lessee's budget approval The parties shall have the right to terminate this Lease/ Purchase Agreement upon sixty (60) days written notice, at any time following the completion of the Principal Term. 4. Installation. Lessor shall provide the System including all parts and equipment, as well as all labor to fully install the System and make it fully operational. Lessee shall provide the items contained in Addendum "B" attached hereto and made a part hereof 5. Ownership of System. All parts and equipment which constitute the System shall remain the sole and separate property of Lessor. At no time shall they be considered fixtures, but instead shall constitute personal property. The title to the System shall remain with Lessor exclusively. This Lease/Purchase Agreement shall in no way imply a right to purchase the System, any such right is hereby expressly denied. At the termination of this Lease/Purchase Agreement, Lessor shall remove the System from Lessee's premises, together with all parts and equipment appurtenant thereto. Removal shall be performed in a workmanlike and reasonable manner and shall be removed within 30 days from termination of this Lease/Purchase Agreement. Lessee agrees to execute a UCC -1 form acknowledging Lessor's ownership interest in the System equipment. 6. Detergent Lessee shall use DyChem Products exclusively in the System. 7. Detergent Fees. The fees for Detergent shall be as set forth in Addendum "C" attached hereto and made a part hereof. 8. Maintenance of System. Lessor agrees to furnish all labor, equipment, and parts necessary for the ordinary maintenance of the System, provided that such maintenance is necessitated only by ordinary wear and tear of the System resulting from its normal, ordinary, and expected use. Damage to the System resulting from any use by Lessee outside its normal, ordinary or expected use and or use contrary to the instruction of Lessor shall be repaired by Lessor; however, all expenses relating thereto, including reasonable charges for labor and materials, shall be invoiced to the Lessee for payment. 9. Terms of Payment. All payments shall be made within thirty (30) days after receipt of invoice. 10. Nonce and/or Wntten Communication Any notices, requests, instructions, or other written communications shall be delivered personally or sent by registered or certified mail to: LESSEE: LESSOR: City of Fayetteville 1525 S. Happy Hollow Fayetteville, AR 72701 DyChem International, Inc. ATTN: Fred Lieber 560 North 500 West Salt Lake City, UT 84116 11. Remedies. In the event of any material breach hereunder, including but not limited to purchasing detergents to be used in the System from any party other than Lessor, or failure to make timely payment concerning invoices of Lessor, the Lessor may cancel this Lease/Purchase Agreement and remove the System, and pursue other legal and or equitable remedies, as permitted by law. Lessor's failure to maintain and/or promptly repair the System shall be a breach of the Lease/Purchase Agreement. Lessee shall give Lessor written notice of such breach and Lessor shall have 14 days to perform remedial work. Failure to perform remedial work shall entitle Lessee to seek repairs from parties other than Lessor, and to pursue other legal and/or equitable remedies, as permitted by law. 12 Amendments or Modifications to this Lease/Purchase Agreement. This Lease/Purchase Agreement may only be modified or amended in writing, executed by Lessee and Lessor. • i 13. Assignment. This Lease/Purchase Agreement may not be assigned by either Lessee or Lessor without prior written consent of the other party. 14. insolvency or Creditors Relief. In the event that either Lessee or Lessor becomes insolvent, makes as assignment for the benefit of creditors, or becomes the subject of any action or proceeding in bankruptcy or for the benefit of creditors, any such occurrence will be deemed a default of and will automatically terminate this Lease/Purchase Agreement. 15. Governing Law. This Lease/Purchase Agreement shall be deemed to have been executed in the State of Arkansas. Furthermore, this Lease/Purchase Agreement shall be executed in accordance with and constructed and interpreted under the laws of the State of Arkansas. 16. Entire Agreement. This Lease/Purchase Agreement, together with Addenda A, B, and C, constitute the entire lease and purchase agreement between Lessee and Lessor and shall supersede all prior agreements, written or oral, together with any memoranda, or correspondence. Any other promises, terms, conditions, or obligations not contained herein are neither binding on the parties nor actionable in a court of law. 16. Multiple Counterparts. This Lease/Purchase Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall constitute but a single instrument. IN WITNESS WHEREOF, this HYDRO SHOCK FLEET WASHING SYSTEM LEASE AND CHEMICAL PURCHASE AGREEMENT is executed as of the day, month, and year set forth below. DyChem Int ional Inc., Lessor City of Fayetteville, Lessee a7 By. By: Title: Azestoeir Fred Hanna, Mayor Attest: 464 a - Attest: By: _any, By: Title: Vi / e sic—ty: Heather Woodruff, City I'k sees/gg • 4. i • • •1 ` 42 4. 1 •., './.13 A ; a e. • • ADDENDUM "A" SYSTEM EQUIPMENT LIST BASIC FLEET WASH COMPONENTS DyChem is providing the following equipment to be used in the City of Fayetteville Fleet Wash System. (3) Steel Arches (9) Guide Rail Feet (1) Set of Guide Rails (18) Micro Switch Mounting Brackets (1) Rinse Pipe (1) Rinse Pump Cover (2) Chemical Application Pump Covers (10) Pipe Mounting Brackets (--) PVC Piping and Fittings Customized electrical control panel with Quick Disconnect Including Motor starters, relays, transformers, terminals and all electrical components to operate system.) (2) Chemical Solution tanks (2) Bulk Storage Tanks (1) Rinse Tank (1) 30 HP Motor with Centrifugal Pump (1) High viscosity D -Foam Pump (1) 1-112" Clay Valve and Control (18) Micro Switches and Actuator Clamps (2) Hydrominders with Hoses and Fittings '" Tee Jets and Vee Jet Nozzles together with Unistrut steel, clamps, wands, and other miscellaneous hardware necessary for chemical application. (1) 2 side Low PH Pipe Assemblies Sch 80 1" PVC Pipe (1) 2 side Alkaline Pipe Assemblies Sch 80 1" PVC Pipe (1) set of Back door Low PH and Alkaline Pipe Assemblies (2) Alkaline Wheel wash Assemblies (2) Low PH wheel Wash Pipe Assemblies (2) Chemical Solution Pumps • • ADDENDUM "B" EQUIPMENT TO BE PROVIDED BY LESSEE Lessee is required to do the following: Provide an adequate building for the Fleet Washing Equipment; Provide a I ''/z' incoming water supply at 50 psi to the Fleet Washing Equipment; Provide incoming electrical supply at 208, 230, or 440 volts, three phase with a disconnect box to the Fleet Washing Equipment. Provide an adequate sewer line, Ensure that all required permits are obtained in advance of the date of installation. • ADDENDUM "C" DETERGENT I. Detergents Pricing PRODUCT Hydro Wash A PRICE. $5.00 per gallon DESC: Low PH Chemical Application PRODUCT Hydro Wash S PRICE: $5.00 per gallon DESC: High PH Alkaline Hydro Shock Neutralizer PRODUCT TRD (Optional) PRICE: $12.75 per gallon DESC: Defoamer These detergents are specifically Manufactured for the Fleet Wash System. They provide a perfect balance to ensure the best possible result. DyChems stringent production control standards guarantee the highest possible quality detergents. II. Minimum Monthly Dollar Volumes Required A minimum monthly Detergent purchase of $1,500.00 is required. III. Detergent Price Increases The above pricing will take effect as soon as the Fleet Washing System is installed. DyChem reserves the right to change these prices in the event of a dramatic increase in production costs, but will provide notice thirty (30) days notice before doing so. Pricing for the Detergents may be increased annually, but only in the event that Lessor's costs increase is in excess of three percent (3%). Total increase shall not exceed five percent (5%) of the above quoted price