Loading...
FY2021-10 Service Contract With Matson Navigation Company Of Alaska, Inc. For Metals Processing And HaulingMatson Navigation Company of Alaska, LLC. SERVICE CONTRACT NO. A00814 This Contract (hereafter refemcd to as "Contract") is by and betvw:en Matson N (hcma0cr refemud to as "Carrier') and Kodiak Island Borough (hereafter referred to THIS CONTRACT HAS BEEN EXECUTED BELOW BY THE DULY Z;)ws..a le D61"10� . - .-- (Signature) (Dale)1012/2020 Name: Michael Powers Name Daniel R. Downes Title: Manager Kodiak Island Borough Title Vice President, Pricing Manager's Office 710 Mill Bay Road Matson Navigation Company of Alaska. LLC Kaliak, AK 99615 555 12'^ Street Oakland. CA 94607 ATTESTED BY: Fac. No. (510) 626-7365 Aliso Rico, Borough CI CONTRACT FY2021-10 Company of Alaska. LLC, a water carrier, EACH PARTY Tcl. No 9074869343 Affiliates of Shipper Covered by this Contract: David Conrad— Kodiak Island Borough Engineering & Facilities Jeffrey Johnson — Kodiak Island Borough landfill In consideration of the mutual covenants ser forth herein, Carrier and Shipper (hermfler may be referred to individually as a "Pan)" or collectively as "Parties') hereby agree as follows I. ENTIRE CONTRACT This Contract, including all attachments hereto, constitutes the full understanding of the Panics and complete and exclusive staiement of tie terms of the Contract. The Commit shall replace and supersede any oral or written agreements between the Panics that deal with the same subject matter as is referenced herein. II. TERM The term of this Contract is ser forth in Appendix A. Ill. CARGO, PAYMENT, AND SERVICE COMMITMENTS A. This Contract covers the transportation of certain cargo moving in Carrier-providud containers in the U.S. noncontiguous domestic trade with Alaska, as more specifically designated below. The cargo shall be transported pursuant to the mics, terms, and conditions set forth herein and in Appendix A and Attachment I hereto, and subsequent revisions thereto, which are incorporated herein by reference and made a pan of this Contract. B. During the team of this Contract, Shipper shall lender to Carrier for transportation a minimum volume of Contract cargo as Provided for in Appendix A ("Minimum Volume Commitment'). for the purpose ofcaiculaling volume of emrgo tendered under this Contract, the shipment shall be regarded as having been tendered according to the date enterer) by Carrier on the bill of lading. For each container of Contract cargo tendered to Carrier by Shipper for transportation under this Conmaci, the rates set forth in Appendix A shall apply based on the nature of the cargo, equipment type, transportation service provided (e g, Carrier's marine terminal to Carrier's marine temhired), and origin and destination. Shipper or shipper's agent is responsible for indicating this Contract number on its shipping instructions submitted to the Cartier for each shipment applicable to this Contract. However, die Cartier shall reserve the right to permit catgoa not so noted to count toward die Minimum Volume Commiumau upon proofof inadvertent omission C. Except as otherwise expressly set forth hcrcin all cargo transported pursuant to this Contract shall be subject to all charges, surcharges, arbitraries, assmscrials, and rules, including the terms of Carrier's bill of lading , set forth in Carrier's tariff applicable to the geographic scope of this Contract and published at www.maLon.com, which tariff, including its charges, surcharges, arbitraries, asseswrials, rules and Carrier's bill of loding terms, is incorporated herein by reference, made a pan of this Contract, and may be amended by Carrier from time to time (hereafter referred to as "Gmcming Tarifl(s)"). CONTRACT FY2021-10 Matson Navigation Company of Alaska, LLC. SERVICE CONTRACT NO. A00814 This Contract (hereafter referred to as "Contract') is by and between Matson Navigation Company of Alaska, LLC, a water carrier, (hereafter referred to as "Carrier") and Kodiak Island Borough (hereafter referred to as "Shipper'). THIS CONTRACT HAS BEEN EXECUTED BELOW BY THE DULY EACHPARTY Tel. No. 907.486.9343 Affiliates of Shipper Covered by this Contract: David Conrad—Kodiak Island Borough Engineering & Facilities Jeffrey Johnson— Kodiak Island Borough Landfill In consideration of the mutual covenants set forth herein, Cartier and Shipper (hereafter may be referred to individually as a "Party' or collectively as "Parlies'j hereby agree as follows: ENTIRE CONTRACT This Contract, including all attachments hereto, constitutes the full understanding of the Parties and complete and exclusive statement of the terms of the Contract. The Contract shall replace and supersede any oral or written agreements between the Parties that deal with the same subject matter as is referenced herein. 11. TERM The term of this Contract is set forth in Appendix A. III. CARGO, PAYMENT, AND SERVICE COMMITMENTS A. This Contract covers the transportation of certain cargo moving in Carrier -provided containers in the U.S. noncontiguous domestic trade with Alaska, as more specifically designated below. The cargo shall be transported pursuant to the rates, terms, and conditions set forth herein and in Appendix A and Attachment I hereto, and subsequent revisions thereto, which are incorporated herein by reference and made a part of this Contract B. During the term of this Contract Shipper shall tender to Cartier for transportation a minimum volume of Contract cargo as provided for in Appendix A ("Minimum Volume Commitment"). For the purpose of calculating volume of cargo tendered under this Contract, the shipment shall be regarded as having been tendered according to the date entered by Carrier on the bill of lading. For each container of Contract cargo tendered to Carrier by Shipper for transportation under this Contract the rates set forth in Appendix A shall apply based on the nature of the cargo, equipment type, transportation service provided (e.g., Carrier's marine terminal to Carrier's marine terminal), and origin and destination. Shipper or shipper's agent is responsible for indicating this Contract number on its shipping instructions submitted to the Cartier for each shipment applicable to this Contract However, the Carrier shall reserve the right to permit cargoes not so noted to count toward the Minimum Volume Commitment upon proof of inadvertent omission. C. Except as otherwise expressly set forth herein, all cargo transported pursuant to this Contract shall be subject to all charges, surcharges, arbitraries, assessmials, and rules, including the terms of Carrier's bill of lading , set forth in Carrier's tariff applicable to the geographic scope of this Contract and published at www.matson.comwhich tariff, including its charges, surcharges, arbitraries, assessorials, rules and Carrier's bill of lading terms, is incorporated herein by reference, made a part of this Contract, and may be amended by Carrier from time to time (hereafter referred to as "Goveming Tariffs)"). Name: Michael Powers (Signature) (Date) Title: Manager Name: Daniel R. Downes Kodiak Island Borough Manager's Office Title: Vice President, Pricing 710 Mill Road Matson Navigation Company of Alaska, LLC Kodiak, AK 99615 555 121h Street ATTESTED BY: Oakland, CA 94607 It Alise Rice, Borough Cl Fax. No. (510) 628-7365 EACHPARTY Tel. No. 907.486.9343 Affiliates of Shipper Covered by this Contract: David Conrad—Kodiak Island Borough Engineering & Facilities Jeffrey Johnson— Kodiak Island Borough Landfill In consideration of the mutual covenants set forth herein, Cartier and Shipper (hereafter may be referred to individually as a "Party' or collectively as "Parlies'j hereby agree as follows: ENTIRE CONTRACT This Contract, including all attachments hereto, constitutes the full understanding of the Parties and complete and exclusive statement of the terms of the Contract. The Contract shall replace and supersede any oral or written agreements between the Parties that deal with the same subject matter as is referenced herein. 11. TERM The term of this Contract is set forth in Appendix A. III. CARGO, PAYMENT, AND SERVICE COMMITMENTS A. This Contract covers the transportation of certain cargo moving in Carrier -provided containers in the U.S. noncontiguous domestic trade with Alaska, as more specifically designated below. The cargo shall be transported pursuant to the rates, terms, and conditions set forth herein and in Appendix A and Attachment I hereto, and subsequent revisions thereto, which are incorporated herein by reference and made a part of this Contract B. During the term of this Contract Shipper shall tender to Cartier for transportation a minimum volume of Contract cargo as provided for in Appendix A ("Minimum Volume Commitment"). For the purpose of calculating volume of cargo tendered under this Contract, the shipment shall be regarded as having been tendered according to the date entered by Carrier on the bill of lading. For each container of Contract cargo tendered to Carrier by Shipper for transportation under this Contract the rates set forth in Appendix A shall apply based on the nature of the cargo, equipment type, transportation service provided (e.g., Carrier's marine terminal to Carrier's marine terminal), and origin and destination. Shipper or shipper's agent is responsible for indicating this Contract number on its shipping instructions submitted to the Cartier for each shipment applicable to this Contract However, the Carrier shall reserve the right to permit cargoes not so noted to count toward the Minimum Volume Commitment upon proof of inadvertent omission. C. Except as otherwise expressly set forth herein, all cargo transported pursuant to this Contract shall be subject to all charges, surcharges, arbitraries, assessmials, and rules, including the terms of Carrier's bill of lading , set forth in Carrier's tariff applicable to the geographic scope of this Contract and published at www.matson.comwhich tariff, including its charges, surcharges, arbitraries, assessorials, rules and Carrier's bill of lading terms, is incorporated herein by reference, made a part of this Contract, and may be amended by Carrier from time to time (hereafter referred to as "Goveming Tariffs)"). Matson Navigation Company of Alaska, LLC. Kodiak Island Borough Service Contract A00814 D. The terms of Carrier's bill of lading, covering individual shipments under this Contract shall apply to shipments hereunder. In the event of a conflict among or between the terms of this Contract, Governing Tariff(s), and/or Carrier's bill of lading the terms of Carrier's bill of lading shall prevail over the terms of this Contract and/or Governing TarifiYs), and the terms of this Contract shall prevail over the terms of the Governing Tariffs) other than Carrier's bill of lading terns. E. Shipper shall book Contract cargo with Carrier a reasonable amount of time in advance of tender of cargo, and if Shipper needs to cancel a booking, Shipper shall do so on a timely basis. Shipper shall space cargo bookings as evenly as possible with Cartier during the term of this Contract to enable Carrier to allocate sufficient space and equipment to satisfy Shipper's requirements. Shipper shall safely and securely load Contract cargo in and unload cargo from Carrier -provided containers at the expense of Shipper. F. Shipper shall be named as the "Shipper" and/or "Consignee" on all Carrier bills of lading covering transportation under this Contract. All cargo moving under this Contract shall move on a non-negotiable bill of lading. G. Carrier shall be compensated for the transportation of Contract cargo under this Contract pursuant to the rates, charges, terms and conditions set forth in this Contract. Provided Shipper has a current Credit Agreement executed with Carrier, Shipper shall pay Cartier all rates and charges due for each shipment under this Contract within 30 calendar days from the dale of actual sailing of vessel for each such shipment, and within 30 calendar days of the actual sailing of vessel date for each such shipment in the case of demurrage and detention charges in connection with such shipments. Whenever Shipper fails to make timely payment. at Carier's option Shipper shall prepay Cartier on a cash basis for the transportation of all future cargo moving under this Contract until Shipper brings its payments under this Contract within the payment period hereunder. Further, if payment is not made, Cartier shall have a lien which includes the right to retain custody of any and all cargo and/or equipment owned or tendered to Carrier by Shipper until all past due charges are paid in full. H. Carrier shall transport the Minimum Volume Commitment set forth in Article IILB. under this Contract on terns and conditions set forth in this Contract, as timely booked by Shipper against available space. At Carrier's option, and subject to availability of space, Carrier shall transport Contract cargo tendered by Shipper in excess of the Minimum Volume Commitment during the term of this Contract pursuant to the terns and conditions of this Contract. The Service Commitment under this Contract is subject to the schedules and service patterns of Carrier. IV. FORCE MA]EURE Notwithstanding any other provision of this Contract, to the extent that either Party may fail to satisfy any obligation imposed under this Contract (except for a payment or confidentiality obligation) as a result of "Force Majeure", performance of this Contract shall, to that extent, be deemed to have been frustrated and no cause of action for breach or liability shall arise as a consequence thereof. For the purposes of this Article, "Force Majeure" means strikes, work stoppages, lockouts or exceptional circumstances arising from the threat thereof, Acts of God, State or the Public Enemy, including but not limited to war, acts of nations, acts of governments, acts of independent states, riots, civil disorder or insurrection, embargo, participation in the US Defense Department Emergency Preparedness Program, or other disruption of or interference with trade, marine disaster, fire or other casualty. The Party suffering the Force Majeure shall diligently attempt to remove such cause or causes and shall promptly notify the other Party of its extent and probable duration. If the Party suffering the Force Majeure is unable to remove the cause or causes within 30 days, the other Party shall have the right at its option, to terminate, without imposition of penalty or obligation to pay damages, this entire Contract or any portion thereof caused by the Force Majeure event. In case of Force Majeure, the Minimum Volume Commitment and Carrier's service commitments will be reduced on a pro rata basis for the period or periods (including Saturdays, Sundays and legal holidays) during which shipments cannot be made. V. LIQUIDATED DAMAGES If, for any cause other than a cause covered by Article IV or XII of this Contract, the Minimum Volume Commitment set forth in Article IILB. of this Contract is not satisfied during the term of this Contract, Shipper shall pay Carrier liquidated damages in lieu of all other damages which would be difficult if not impossible to ascertain with reasonable certainty. Liquidated damages are determined by multiplying the difference between the number of container loads actually tendered to Cartier and the Minimum Volume Commitment, by the amount set forth in Appendix A and designated as "liquidated damages". Shipper shall pay such liquidated damages to Carrier within 30 calendar days following written notification by Carrier. VI. CONFIDENTIALITY Except to the extent required by law, by request of a government or agency thereof, or request of a contractor pursuant to contractual obligation with the Cartier, the Parties shall at all times keep confidential the fact of this Contract, the terms and conditions of this Contract, and all documents and information provided to a Party under the terms of this Contract, and shall not disclose any such information to any third party (not including a parent, subsidiary, or affiliated company), except with the prior written consent of the other Party. Notwithstanding the foregoing the obligations under this Article shall not apply to: (i) information that, at the time of disclosure, is, or after disclosure becomes part of, the public domain other than as a consequence of a breach of this Contract; (ii) information that was known or otherwise available to a Party prior to its disclosure to the other Party; or (iii) information that is independently developed by either Party. Upon breach of any obligation under this Article, the non -disclosing Party shall have the right to terminate this Contract effective immediately; this shall be the sole remedy for such breach. Matson Navigation Company of Alaska, LLC. Kodiak Island Borough Service Contract A00814 VII. WAIVER OF RIGHTS AND REMEDIES UNDER ICC TERMINATION ACT Shipper and Cartier, pursuant to section 14101(b) of the ICC Termination Act of 1995, hereby waive all rights and remedies under the Act for the transportation of cargo under this Contract; provided, however, that Shipper and Carrier do not waive the provisions governing registration, insurance, or safety fitness. VIII. TERMINATION In addition to termination provided for in Articles 11, IV and VI, this Contract may be terminated by the mutual agreement of the Parties, or upon notice by the terminating Party to the other Party, which notice shall specify the reason for the termination and the effective date of such termination, upon or after the occurrence of the following events: (i) by either Party due to a breach by the other Party of any of the terns or conditions of this Contract which is not corrected within 30 days after receipt of written notification thereof; (ii) by either Party if any petition filed or action respecting the other Party directly in a reorganization, arangement, creditors composition, readjustment, liquidation, dissolution, bankruptcy or similar relief under any other present or future United States, or other statute, law or regulation, whether ornot resulting in the appointment of a receiver, liquidator, assignee, trustee, custodian, or other similar official, and the continuation of any such decree or order is unstayed and in effect for a period of 30 consecutive days; or (iii) by either Party upon the making by the other Party of an assignment for the benefit of creditors, or the admission by such Party in writing of its inability to pay its debts generally as they become due, or the taking of action by such Party in furtherance of any such action. Termination of this Contract shall not terminate or otherwise affect any seemed obligations of one Party to the other Party under this Contract which have arisen prior to such termination. IX. NOTICES All notices required to be given under this Contract shall be in writing and deemed given when hand -delivered or by documented overnight delivery service, or sent by telecopy, telefax, or other electronic transmission service, provided a confirmation copy is also sent no later than the next business day by first class mail, return receipt requested, to the Party to whom the same is directed at its address as set forth below or to such other address as such Party shall designate by notice under this Article: If to Carrier. Matson Navigation Company of Alaska, LLC 55512's Street Oakland, CA 94607 Attention: Vice President, Pricing If to Shipper. Name and address listed on Signatory 1S1 page unless a difference listing below X. ASSIGNABILITY Any assignment of this Contract without the prior written consent of the other Party shall be void, except that Cartier may assign this Contract to a successor or affiliated company without prior consent Notice of such assignment shall be provided by Cartier to Shipper within five business days of the assignment. This Contract shall be binding on the Parties hereto and their respective, permitted successors and assigns. XI. MODIFICATIONS Except as otherwise provided, no modification of any of the terms or conditions of this Contract shall be effective unless in writing, signed by an authorized representative of each Party, and specifically stating that it is such modification. Modifications maybe made via electronic mail, subject to mutual consent by an authorized representative of each Party. XII. WAIVER -DEFAULT The failure or delay of either Party to insist in any instance upon strict performance of any of the provisions of this Contract, or to take advantage of any of such Party's rights hereunder, shall not be construed as a waiver of such provisions or the relinquishment of such rights, but the same shall continue in full force and effect. Should either Party be in default with respect to any of the terms or conditions of this Contract, the non -defaulting Party may, without prejudice to any other legal remedy, defer further performance hereunder until such default is rernedied. If the non -defaulting Party defers further performance hereunder, the non -defaulting Party's commitment shall be reduced for the period or periods (Saturdays, Sundays and holidays included) of such deferral of performance. XIII. COUNTERPARTS This Contract may be executed simultaneously in one or more counterparts, including by means of telef eyed signature pages, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. XIV. RECORD KEEPING In order to substantiate that the Shipper has met the minimum volume requirement as stated in Item III.B., Cartier may request copies of the bills of lading of each shipment Upon request, bills of lading must be submitted to Carrier in a timely fashion Matson Navigation Company of Alaska, LLC. Kodiak Island Borough Service Contract A0081-4 APPENDIX A MINIMUM VOLUME COMMITMENT: 15 loads LIQUIDATED DAMAGES: $400 per Container DURATION: Effective Date: October 4, 2020 Expiration Date: October 2, 2021 RATES: (SOUTHBOUND) 1) Scrap Metal, to include crushed cars From: Kodiak AK Door Destination SVC Rate per CWT Minimum Weight EQ Notes Tacoma, WA Door-CY $ 3.00 4000 lbs. 40FR Tacoma, WA Door-CY $ 3.71 44,000 lbs. 40OT SURCHARGES: A. FUELSURCHARGES: Rates contained in this Appendix and addenda thereto are subject to fuel surcharges per Rules 137, 138 and 139 as filed in the Governing Tariffs. B. TERMINAL HANDLING CHARGES: Rates contained in this Appendix and Addenda thereto are subject to Rule 960 of the Governing Tariff unless otherwise specified. C. HAZARDOUS MATERIALS SURCHARGE: Rates contained in this Schedule and Addenda thereto are subject to Rule 540 as filed in the Governing Tariff. OTHER: D. GENERAL RATE INCREASES: Except as otherwise provided herein, base freight rates, arbitraries and other special charges provided in this Schedule A and Addenda thereto shall not be subject to General Rate Increases as filed in the Governing Tariff.