Res 114-2023 Purchase of Powdered Activated Carbon Feeder for Cypress Water Treatment Plant 10/03/2023 Resolution No. 114-2023
Resolution authorizing the purchase of a powdered activated carbon
feeder for the Cypress Water Treatment Plant, from Norit Americas
Inc., in the amount of $102,550.00
WHEREAS, one of the City of Wichita Falls' Strategic Goals is to Provide Adequate
Infrastructure; and,
WHEREAS, the City desires to continue to have a reliable treatment system to
produce drinking water, and,
WHEREAS, the City desires to produce drinking water for its citizens that is as free
of taste and odors as can be achieved, and,
WHEREAS, it is in the best interest of the City of Wichita Falls to exercise the
purchase option of a previous lease-to-purchase contract.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
City staff is authorized to execute all documents necessary to purchase the
Powdered Activated Carbon feeder at Cypress Water Treatment Plant from Norit
Americas, Inc., in the amount of $102,550.00.
PASSED AND APPROVED this the 3rd day of October, 2023.
/*t._ 4VevvW(A-----
MAYOR
ATTEST:
iL 864/;44,
City Clerk U
Hydraulic Pia-PAC"' OR IT
NAI 222O9,Rev A i iC 'J REO C 39CCR
Proposal
Hydraulic
P RTA-PA TM
Lease System
for the
City of Wichita Falls
in
Texas
3aju UnlversItu Ave,Marshall, I. ibbfQ,USA I: 11 I MA fi 11 9215
LV: norll.00m
Hydraulic Porta-PACC"
Bid Proposal GRIT
NAI-22209, Rev A
Norit Americas Inc- does hereby propose to sell the existing equipment, property number 2021-04,
currently under lease by,and on the property of,the undersigned.
EQUIPMENT PRICING(USD):
HYDRAULIC PORTA-PACT SYSTEM,MSRP: $109,500.00
FIRST LEASE PAYMENT DISCOUNT: -$6,950.00
EQUIPMENT AGE/CONDITION DISCOUNT: NJA TOTAL CONTRACT AMOUNT: $102,550.00
This proposal does not include taxes.
The included NORITAmericos Inc GENERAL TERMS&CONO1TIONS OF SALE shall govern.
All equipment is warranted fora period of one(1)year from date of purchase.
This proposal is valid from:September 6,2023,thru November 30,2023.
Acceptance of Proposal
Both parties hereby accept the above pricing and conditions.
City of Wichita Falls Signature Date:
4801 Big Ed Neal Drive
Wichita Falls,TX 76310 Name:
Title:
NORIT AMERICAS INC. Signature Date:
3200 University Avenue
Marshall,Tx 75670
Name:
Title:
3200 University Ave,Marshall,Tx 75670,USA r: t1(8CI0)6419245
NJ: r1orittcm
NORIT AMERICAS INC. OR IT
T
STANDARD TERMS AND CONDITIONS OF SALE 1 1
ACTIVATED P.F.E0R1
FOR NORTH AMERICA
1, Application;Conflicting Terms.
These terms and conditions shall apply to all sales agreements,acknowledgements,or confirmations which incorporate or
reference these terms(each,an"Agreement")and all other sales of goods("Products")by FIORIT Americas Inc cc one of
its affiliates or subsidiaries(each,a"Seller")to a party or parties purchasing Products{each,a"Buyer"),unless otherwise
agreed in writing signed by an authorized representative of Seller. Any representations,warranties, conditions or
indemnities or other terms or conditions proposed or stated by Buyer in connection with any sale of products by Seller
or in any purchase order or other document sent by Buyer which are in conflict with the these terms and conditions are
expressly rejected by Seller and waived by Buyer.Any waiver,.od:fication or amendment of these terms and conditions
shall only be effective as against Seller if such waiver,modification or amendment is contained in a written instrument
duly executed by an authorized representative of Seller.These terms.and conditions shall survive any termination(by
mutual agreement or otherwise)or expiration of an Agreement.
2. Contract Formation_
A quotation oy Seker does not constitute an offer and Seller reserves the right to withdraw or revise any quotation prior
to time of Seller's acceptance of an order from Buyer.A contract for the sale of Products shall he formed at the time
when Buyer's order is confirmed in writing or by means of electronic acknowledgement by Seller, or the date Seller
releases the order for shipment,whichever occurs first
1, Price,
Seller reserves the right to revise the price, point of delivery,shipment and payment terms hereunder upon written
notice to Buyer.Unless other pricing arrangements are set forth in Seller's order acknowledgement,the price applicable
to any order accepted under an Agreement shall be the price in effect on the scheduled shipment date stated in Seller's
order acknowledgement.Unless Seller has agreed to pay for the costs of delivery,Buyer shall be responsible for payment
of all freight charges,and any freight charges incurred by Seller shall be for the account of Buyer and shall be added by
Seller as a separate item to Seller's invoices.
Any tax, tariff, duty or charge which Seller may be required to pay or collect, now or hereafter imposed by any
governmental authority or agency,foreign or domestic, with respect to the sale, purchase, production, processing,
storage,delivery,transportation,use,or consumption of any of the Products or services covered hereby,including all
taxes upon or measured by receipts from sales or services,shall be for the account of Buyer,and any such charges may be
added by Seller as a separate item to Seller's invoices.
4. Delivery;rrtle:and Riks.
If an Agreement provides for multiple shipments over a period longer than a month,Seller shall not be required to ship
Products in any month more than the monthly quantities specified,and if monthly quantities are not spec'fied in an
Agreement,in no event more than the monthly pro rata amount of the whole quantity covered by an Agree-gent_In the
event of failure of Buyer to take pro rata quantity in any month,such deliveries or parts thereof may be canceled or
included in subsequent deliveries hereunder at Seller's option_Each delivery under an Agreement shall be deemed to be a
separate transaction,and the cancellation or rejection of any delivery shall not affect the rights and obligations of the
parties under the Agreement as a whole.
Except as set forth in an Agreement,all stated delivery terms leg ENV,FCA,etc.)shall have the meanings set forth in
INCOTERMS 2010,with title to Products passing to Buyer at the point risk passes under the applicable Inooterm.If no
I ncoterm is specified,the applicable Ineoterm shall be Ex-Works,Norit's facility.Seller's weight designation shall govern.
Dates proposed by Seller for shipment are approximate and Seller shall not be liable for any delay in shipment or delivery
of Products.Time for delivery shall not be of the essence.
S. Paprrent
Unless otherwise agreed in writing by Seller, invoices are issued on the date an order is released for shipment,and
invoices are payable in full within thirty I30J days of date of the invoice and payable in United States Dollars_(unless a
different currency is specified in the invoice),free of foreign exchange fees,discounts,or other charges.Seller may alter
or revoke credit terms at any time without notice_Buyer shall not have the right to suspend,retain or set off any amounts
that are due.If Buyer fails to pay any invoice in full when due,or if Seller shall have any doubt at any time as to Buyer's
financial responsibility or capability,Seller may,without prejudice to any other lawful remedies,defer and/or decline to
make further shipment's),or treat such default as a final refusal by Buyer to accept further shipments hereunder.Seller
reserves the right to request payment or other form of security prior to delivery.In addition,Seller may charge a late fee
specified on the invoice on any overdue amounts.
Rev:March 2022 1
NORIT AMERICAS INC. 0 R I T
STANDARD TERMS AND CONDITIONS OF SALE
II'e,�I6L_Ais�k+l
FOR NORTH AMERICA
6. Farce Majeure_
Seller shall not be liable for any failure to perform or delay in its performance due to forces of nature,acts of Gad,
strikes,lockouts,acts of the public enemy,wars,blockades,acts of terrorism,insurrections,riots,epidemics,landslides,
lightning, earthquakes, fires, storms, floods or washouts, acts, restraints or requirements of any government or
government agency,civil disturbances,explosions,breakage or accident to machinery ar lines of pipe,unavailability of
raw materials or supplies,strandings,perils of the sea,the binding order of any court a r governmental authority,ar any
other causes or contingencies, whether similar or dissimilar. beyond Seller's reasonable control {a "'force Majeure
Event").Failure to prevent or settle any labor disputes}or strike(s)shall not be considered a matter within the control of
the Seller.In the case of a Farce Majeure Event.Seller may,in its sole discretion,upon written notice ta the Buyer,cancel,
delay,reduce or modify its deliveries to Buyer without liability far any damages whatsaever.
7. Warranty;Cairns;Limitation of Liability:and Material Safety Data Sheet.
(a( limited Warranty.(il The Seller warrants that all Products to be supplied by Seller to Buyer shall,on the date an
order is released for shipment,meet Seller's standard p rod uct specifications far such Praduct then in effect,or such ather
spe€ifirntions that have been expressly made a part of an Agreement-Seller also warrants title to the Products free and
clear of all liens,restrictions,reservations,security interests or other encumbrances,except For any security interest in
favor af an unpaid seller of goods arising under applicable law. Claims in respect of any Products at any time sold or
agreed to be sold by Seller,whether in contract,tort or otherwise(induding negligence or misrepresentation),including
claims on account of weight,quality,loss or damage to said Prod ucts,are waived by Buyer unless made in writing within
30 days after arrival thereof at destination.In case of a timely claim concerning quality,Buyer shall promptly furnish to
Seller appropriate samples of nonconforming Product for testing and analysis. (ii) Seller makes no warranty,either
express or implied, as to the accuracy or completeness of,or the resuks ta be obtained from, any technical advice
furnished or recommendations made by Seller Cr a representative of Seller concerning any use or applic tion of the
Products.Buyer assumes full responsibility for quality control,testing and determination of suitability af a Product far
Buyer's intended application or use.{iii}The wa rranties set forth in this paragraph 7(a)extend only to the Buyer.
(b) Disclaimer of Other Warranties,Representations and Conditions.THE LIMFTEDWARRANTY ABOVE SETS FORTH
THE SOLE WARRANTY OF SELLER WITH RESPECT TO ANY PRODUCTS AT ANY TIME SOLD TO BUYER OR ANY TECHNICAL
ADVICE FURNISHED OR RECOMMENDATIONS MADE BY SELLER.ALL OTHER WARRANTIES AND REPRESENTATIONS AND
CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING UNDER STATUTE OR UNDER
CONVENTION (INCLUDING THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF
GOODS), ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT UMITATION WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL
PROPERTY RIGHTS.THIS SHALL APPLY WHETHER THE PRODUCTS ARE USED ALONE OR IN COMBINATION WITH OTHER
SUBSTANCES OR MATERIALS,EVEN IF THE PURPOSES OR USE.OF THE PRODUCTS BY BUYER ARE KNOWN BY SELLER OR IF
SELLER HAS BEEN INVOLVED IN THE ANALYSIS OF THE PURPOSES OR USES OF THE PRODUCTS OR HAS PROVIDED ANY
RECOMMENDATIONS, ASSISTANCE OR INSTRUCTIONS IN CONNECTION THEREWITH. BUYER ACCEPTS AND ASSUMES
ALLRISK AND LIABILITY FOR,AND AGREES TO DEFEND,INDEMNIFY AND HOLD SELLER HARMLESS FROM AND AGAINST,
ANY CLAIMS OR LIABILITIES RELATING EITHER TO BUYER'S USE OF THE PRODUCTS OR TO ANY GOODS MANUFACTURED
BY BUYER CONTAINING ANY OF SELLER'S PRODUCTS_
(c) Limitation of Remedies Seller's liability,and Buyer's sole remedy,for any claim in respect of any Products at any
time sold or agreed to be sold by Seller, is limited to, at Seller's option (i) replacing the particular quantity of
nancanforming Product ar(ii)refunding the purchase price of the particular quantity of nonconforming Praduct,less the
value,if any,to Buyer of the nonconforming Product.No claim or recovery by Buyer of any kind(whether as to Product
delivered or for non-delivery of Product}shall be greater than the purchase price of the Product to which the claim
relates.TO THE MAXIMUM EXTENT PERMITTED UNDER LAW,IN NO EVENT SHALL SELLER BE RESPONSIBLE OR LIABLE TO
BUYER OR ANY THIRD PARTY UNDER ANY THEORY OF LAW FOR ANY DIRECT, INDIRECT, SPECIAL. INCIDENTAL DR
CONSEQUENTIAL DAMAGES(INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS OR OTHER ECONOMIC LOSS}EVEN
IF ADVISED OF THE POSSIBILITY THEREOF.
(d) Material Safety Data Sheets and Warnings.Buyer admowledges and represents that it has received,read and
understands the Material Safety Data Sheet(s)("MSUS(s)-)far the Praduct(s)and will read and undertake to understand
any subsequent MSDS(s)or written warnings provided by Seller from time to time and undertakes to exercise the degree
of care required to protect persons and properties from all hazards of the Products disdased in the MSDS(S)or warning,
Rev:March 2022 2
NORIT AMERICAS INC. O 1\[ I T
STANDARD TERMS AND CONDITIONS OF SALE
FOR NORTH AMERICA I I'J•7�::c d.e ao:•i
including but not limited to Ii)wamingthe employees of Buyer and its affiliates who may become exposed to the Product
of the said hazards of the Product,providing such employees with copies of the latest MSDS{s)and providing necessary
and appropriate safety equipment and taking appropriate measures to assure that such safety equipment is adequately
maintained and properly used,and[iip warning third parties wino may purchase or come into contact with the Product or
who handle or transport the Product on behalf of the Buyer of the aforesaid hazards.Sellers Products are not tested for
safety or efficacy in any applications intended for contact with or ingestion in the human body,including,but not limited
to,food or food contact, tobacco, pharmaceuticals,cosmetics, and mediml applications, unless otherwise stated in
Seller's M SDS1s)or in Seller's Product literature available on Seller's website ww w.rorit_com.
S. Intellectual Property.
(al If any Product itself.as and when sold at Seller's product specifications,becomes the subject of a patent infringement
claim,Seller may, at its sole option and expense,either replace or modify such Product,provide for the return of such
Product and refund the purchase price paid by Buyer,or procure for Buyer the right to continue to use such Product.The
foregoing states Seller's entire obligation and liability with respect to any and all intellectual property claims. Seller
reserves the right,without liability to the Buyer,to discontinue deliveries of any Product or terminate an Agreement with
respect to any Product,if in the reasonable opinion of the Seller,such Product's manufacture,sale or use would infringe
any third party intellectual property right now or hereafter issued.
(b)Buyer shall defend,indemnify and hold harmless Seller from and against all loss,costs,expenses,damages and liability
of any kind arising out of any claims of infringement or alleged infringement of any patent or other intellectual property
right with respect to Ii)the use of Products in any application by Buyer or its affiliates, contract manufacturers or
customers, including but not limited to the use of Products alone or in combination with other substances or
components;[ii)any modification to the Products by Buyer or its affiliates,contract manufacturers or customers;or fill
)
Products furnished, or methods used, by Seller in accordance with the specifimtions or instructions furnished by or
expressly or implicitly prescribed by Buyer.
(c)Nothing herein shall be construed as granting a license to use Seller's trademarks without the express prior written
permission of an authorized representative of NORIT Americas Inc
9. Miscellaneous.
Buyer may not assign its rights and obligations under an Agreement without the prior written consent of Seller.Seller may
at anytime assign its rights and obligations under an Agreement without the consent of the Buyer.An Agreement will be
binding upon and inure to the benefit of the parties'successors and permitted assigns.if any provision of an Agreement
shall he held to be invalid,illegal or unenforceable,the validity,legality and enforceability of the remaining provisions
shall not be affected or impaired thereby.The paragraph headings are for convenience only,they form no part of the
terms and conditions and shall not affect their interpretation.Seller's failure to strictly enforce any term or condition of
an Agreement or to exercise any right arising thereunder shall not constitute a waiver of Seller's right to strictly enforce
such terms or conditions or exercise such rights thereafter.
10. Governing Law;Forum Selection;and Consent to Jurisdiction_
Any claim or dispute arising hereunder shall be governed by the laws of The Commonwealth of Massachusetts,U.SA,
irrespective of the choice of law rules thereof.The application of the United Nations Convention on Contracts for the
International Sale of Goods is expressly excluded. Any legal proceedings arising out of or relating in any way to an
Agreement shall be commenced only in federal or state court located where Seller has business operations and each of
the parties hereto consents to the jurisdiction of said courts in any such proceedings and waives any objection to venue
laid therein, provided,however,that nothing in this paragraph shall be construed to preclude either party from asserting
cross claims or third party claims in any forum outside The Commonwealth of Massachusetts,U.SA
Rev:March 2022 3