SECONDARY FIBER PURCHASE AGREEMENT
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SECONDARY FIBER PURCHASE AGREEMENT
THIS AGREEMENT is made as of this 1st day of Mav 2005 between THE NEWARK
GROUP, INC., a New Jersey corporation d/b/a RECYCLED FIBERS DIVISION, SOUTHEASTERN
REGION having offices at 1750 9th Street, Building 44, Brookley Complex, Mobile, Alabama 36615-1213
("Buyer"), and The City of Clearwater Department of Soild Waste/General Services, a Florida Municipality
having its principal place of business at 1701 N.Hercules Ave,Clearwater,FL33765-1112 ("Seller").
1. AGREEMENT TO PURCHASE AND SELL
Buyer agrees to buy, and Seller agrees to sell, secondary fiber produced by Seller at the following
location(s): 1701 N.Hercules A ve,Clearwater,FL33765-1112 on the following terms and conditions:
A. Price. The purchase price ("Price") will be determined by Buyer based upon the prevailing
market conditions for purchasing the relevant grade of secondary fiber. Buyer shall endeavor to notify Seller
of the price by the fifteenth day of each calendar month. That price shall be effective for purchases made, or to
be made, during that full calendar month, unless Buyer notifi Seller of a price change due to changes in
market conditions. If the Price for the relevant grade 0 second fiber should be a negative price, Seller
shall pay that price to Buyer as consideration for Buyer' services in emoving the secondary fiber from Seller's
premises.
B. Minimum Ouantitv. Seller agrees to sell to Buyer at least the following amounts of the
following grades of secondary fiber, as referenced in the most recent Paper Stock Industries Scrap
Specification Circular 1996-Guidelines for Paper Stock PS-96 Domestic Transactions, as may be amended or
superseded (the "PS Circular"):
GRADE
MINIMUM TONS PER MONTH
Mix Paper #1
1 00 TONS
Initial here if the grade is not listed in the PS Circular. The grade is based on
(the "Other Standard").
C. Grade And Oualitv. The grade and quality specifications of secondary fiber to be purchased
under this Agreement shall include the following:
GRADE
Mix
PS CIRCULAR #
# 1
OTHER STANDARD:
Buyer shall only be obligated to buy secondary fiber that meets the quality specifications published in
the PS Circular or, if applicable, the Other Standard specified above. Seller warrants that the secondary fiber
that is being sold pursuant to this Agreement shall conform to those specifications. In addition, Seller agrees
to make changes in procedures, production practices, grades and quality specifications requested by Buyer, in
its reasonable discretion, to meet the requirements of the paper mills that purchase the secondary fiber from
Buyer.
S.S _
Initial here if Buyer is obligated to purchase only baled secondary fiber.
Initial here if Buyer will purchase non-baled fiber.
2.
TERM OF THIS AGREEMENT
The initial term of this Agreement will begin on August 1, 2004 and continue until August 1,2007.
The term of this Agreement will continue to renew automatically for successive terms of 1 year(s) each unless
either party gives written notice of its intent to terminate at least 90 days prior to the last day of the term then in
effect.
3. PAYMENT TERMS; STATEMENTS
A. Buyer shall provide to Seller a monthly purchase statement reflecting the amount Buyer owes to
Seller. That statement will reflect the scale weight determined by the receiving mill for secondary fiber
accepted by that mill. Any adjustments made by a receiving mill due to the quality of the secondary fiber shall
be charged to Seller. Upon Seller's request, Buyer shall make available to Seller copies of the mill's statement
of the weight of each shipment that is covered by the current monthly statement. Buyer's monthly purchase
statement shall be deemed to be accurate and approved by, and binding on, Seller unless Seller delivers to
Buyer specific written objections within 20 days of the date of the statement.
B. Buyer will pay Seller as follows: (Initial One)
~-
within _ days of Buyer's monthly purchase statement
within 45 days of receipt of Seller's invoice
by the 25th day of each calendar for purchase made in the prior calendar month
C. Should Seller have any indebtedness or other obligations that are due and owing to Buyer, Buyer
may offset those obligations against the payments that are due Seller under this Agreement.
4. TRANSPORTATION
Buyer shall provide a pickup schedule, which Buyer may revise from time to time in its reasonable
discretion. Seller and Buyer shall mutually agree on the pick-up location. Seller shall provide unobstructed
access to that location to Buyer's reasonable specifications. Seller shall also provide shipping information
(including trailer, grade, certified weight ticket, etc.) for each shipment, as may be reasonably requested by
Buyer. Unless otherwise agreed by Buyer and Seller in writing, all shipments shall be F.O.B. Seller's dock.
5. CONTAMINATION
Seller shall implement paper grading and, if Buyer is purchasing baled secondary fiber, baling
procedures reasonably acceptable to Buyer that minimize the possibility of contaminating the secondary fiber
and maximize Seller's revenues.
shall not, however, be liable for any claims that are directly and primarily caused by Buyer's gross negligence
or intentional misconduct. Seller shall also indemnify Buyer for its costs (including legal fees and
disbursements) in enforcing, or defending against any unsuccessful claims made by Seller with respect to, this
Agreement.
6. INDEMNITY; LIMIT A TION OF LIABILITY
6.
INDEMNITY; LIMITATION OF LIABILITY
A. The Parties agree to be fully responsible for their own acts of negligence,
or their respective agents acts of negligence while acting within the scope
of their authority, and agree to be liable for any damages resulting from
said negligence. Seller's liability is limited to the extent pennitted by law,
including, but not limited to Section 768.28, Florida Statutes. However,
nothing contained herein shall be construed as consent by either party to
be sued by third parties in any manner arising fonn this Agreement, or as a
waiver of sovereign immunity, as may be applicable. In the event
litigation is necessary to enforce any of the terms or conditions of this
Agreement, the prevailing party will be entitled to recover its costs and
expenses, including reasonable attorneys', paralegal and appellate fees,
from the non-prevailing party.
B. The Parties hereby waive any claim against the other (its officers,
employees and agents) relating in any way to the tenns or perfonnance of
this Agreement for any special, indirect or consequential damages and, to
the fullest extent permitted by law, for any punitive damages.
7. MISCELLANEOUS
A. Neither Buyer nor Seller shall be liable for its failure to perfonn its obligations hereunder
(other than payment obligations) ifthat failure is caused by events or conditions reasonably beyond the control
of the defaulting party, including, without limitation, fire, flood, strikes, threats of strikes, or other labor
difficulties.
B. This Agreement constitutes the entire agreement between Buyer and Seller with respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings with respect to the
subject matter hereof. Neither Buyer nor Seller has made any agreements, representations nor warranties with
respect to the subject matter hereof, except as specified in this Agreement. This Agreement may not be
amended nor may compliance with its tenns be waived, except pursuant to a writing signed by the party to be
charged.
C. This Agreement is binding upon, and inures the benefit of, Buyer and Seller, and their
respective successors and assigns, provided that Seller may not assign any interest in this Agreement without
first obtaining the written consent of Buyer, in Buyer's absolute discretion.
D. All tenns of this agreement and the duties, rights and remedies of the parties hereunder shall
be governed by the substantive laws of the State of Florida, without regard to its conflicts of law principles.
E. Any notices shall be sent via certified mail, recognized overnight delivery service or hand
delivered to the address for a party set forth in the caption of this Agreement, or to such other address as Buyer
or Seller, as the case may be, shall designate in writing.
F. This Agreement may be executed in counterparts.
~ _ Rider. (Initial if a Rider is attached.) If a Rider is attached, any reference to this Agreement
shall be deemed to include the Rider.
IN WITNESS WHEREOF Buyer and Seller have caused this Agreement to be executed as of the date
first written above.
SELLER:
THE CITY OF CLEARWATER
DEPARTMENT OF SOLID W ASTEIRECYCLING
1701 N .HERCULES AVE
CLEARWATER, FL 33765-1112
BUYER:
THE NEW ARK GROUP,INC.
RECYCLED FIBERS DIVISION
SOUTHEASTERN REGION
BY:~ ~U
Name: ROBERT .BRUMBACK
Title: DIRECTOR
By:#L~
Name: WILLIAM S~ SEAL
Title: GENERAL MANAGER
TO BE USED WITH SECONDARY
FIBER PURCHASE AGREEMENT
SPECIFIED FORMULA PRICING
PRICE FORMULA RIDER
Dated: 5-1-05
SELLER:THE CITY OF CLEARWATER DEPARTMENT OF SOLID WASTE/GENERAL
SERVICES.
BUYER: THE NEW ARK GROUP INC., a New Jersey corporation, d/b/a RECYCLED FillERS
DIVISION, SOUTHEASTERN REGION.
Seller and Buyer hereby agree that the following provision is hereby made part of the attached Secondary
Fiber Purchase Agreement ("Purchase Agreement") of this date between Buyer and Seller:
1. Price. The "Price" as defined in the first sentence of paragraph 1.A of the Purchase Agreement
shall, for baled secondary fiber purchased in any calendar month, be the Transacted Paper Stock Price published
in The Yellow Sheet of the Official Board Markets ("Published Price Schedules") as of the first Tuesday of that
month for the relevant grade of secondary fiber as determined by Buyer and subject to the following adjustment:
Determination of Published Price
Of High Side of Southeast Region.
At Seller's request, Buyer shall send to Seller a copy of the Published Price Schedule for any month.
IN WITNESS WHEREOF, the undersigned have executed this Rider as of the date first written above.
BY:~' 7d-z~~
Nam : ROBERT M.BRUMBACK
Title: DIRECTOR
BUYER:
THE NEWARK GROUP, INC.
RECYCLED FillERS DIVISION,
SOUTHEAS~RN~
By: 4d:~_
Name: WILLIAM S. SEALE
Title: GENERAL MANAGER
SELLER:
THE CITY OF CLEARWATER DEPARTMENT
OF SOLID W ASTE/ GENERAL SERVICES
TO BE USED WITH SECONDARY FIBER PURCHASE AGREEMENT
MINIMUM PRICE RIDER
Dated: 5-1-05
SELLER:THE CITY OF CLEARWATER DEPARTMENT OF SOLID WASTE/GENERAL
SERVICES
BUYER:
THE NEWARK GROUP INC., a New Jersey corporation, d/b/a RECYCLED FIBERS
DIVISION, SOUTHEASTERN REGION.
Buyer and Seller hereby agree that the following provisions are hereby made as part of the
attached Secondary Fiber Purchase Agreement ("Purchase Agreement") of this date between Buyer and
Seller:
1. Minimum Price. Notwithstanding the provisions in the attached Purchase Agreement that
establish the purchase price for secondary fiber, Buyer agrees to pay the following minimum price
("Minimum Price") per ton for the following grades of secondary fiber:
GRADE
MIX PAPER
MINIMUM PRICE
$40.00
2. Suspension of Minimum Price. Notwithstanding paragraph 1 of this Rider, if the minimum price
for any grade of secondary fiber should exceed the price (the "Original Contract Price") that would
otherwise be in effect pursuant to the attached Purchase Agreement for three consecutive months, that
Minimum Price for that grade shall be suspended and of no force and effect. The suspension of the
Minimum Price shall be lifted once the Original Contract Price exceeds the Minimum Price.
IN WITNESS WHEREOF, the undersigned has executed this Rider as of the date first written
above.
SELLER:
THE CITY OF CLEARWATER
DEPARTMENT OF SOLID WASTE/ GENERAL
SERVICES
BY:~~'~W
Name: RO RT M. BRUMBACK
Title: DIRECTOR
BUYER:
THE NEWARK GROUP, INC.
RECYCLED FIBERS DIVISION,
SOUTHEASTERN REGI N
I I
By:
Name: WILLIAM S. SEALE
Title: GENERAL MANAGER