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Exhibit 10.20
A-55, INC.
FUEL PURCHASE AGREEMENT
PARTIES
This fuel agreement is entered into between A-55, Inc. ("Seller") whose
corporate address is 0000 Xxxx Xxxx, Xxxx, XX 00000-0000 and Northeast Utilities
("Buyer") whose corporate address is 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000.
INTRODUCTION
Buyer is a Fortune 500 company and one of the 20 largest utility systems in the
United States. Buyer is New England's leading utility, providing electricity to
over 1.7 million customers. A commitment to environmental protection is
consistent with Buyer's corporate mission. Buyer uses approximately 12 million
bbl/year of residual fuel oil.
Seller has developed and markets A-55(R) Clean Fuels that are a direct
replacement for residual fuel oil. A-55 Clean Fuels create less oxides of
nitrogen and particulate pollution and are easier and safer to handle than
residual fuel oil.
AGREEMENT
1. QUANTITY AND QUALITY - Buyer agrees to purchase and Seller agrees to
provide an initial quantity of 15,000 bbl of A-55(R) Clean Fuels to be
delivered on or about May 1, 1999 in accordance with Buyer's specifications
which are attached as part of this agreement. At Buyer's discretion, Buyer
will purchase and Seller agrees to provide an additional quantity of 10,000
- 15,000 bbl of A-55(R) Clean Fuels under similar terms and conditions as
those of the initial quantity. Buyer reserves the right to reject said
deliveries should these specifications not be met.
2. DELIVERY - Seller will supply the initial quantity of 15,000 bbl of A-55(R)
Clean Fuels to Buyer's Montville Station located in Montville, Connecticut
and the additional quantity of 10,000 -15,000 bbl of A-55(R) Clean Fuels to
Buyer's Middletown Station. All fuel deliveries will be delivered in a
manner consistent with facility fuel delivery and storage procedures. All
fuels deliveries to Buyer's facilities will be via barge. Seller will,
whenever possible, utilize Buyer's barges for fuel deliveries. Seller
maintains the right to nominate third party barges that Buyer may accept or
deny at its discretion.
3. PRICE - Buyer agrees to purchase the initial quantities of A-55(R) Clean
Fuels at a price * .
4. CALIBRATION - Seller agrees to supply additional technical data regarding
the Xxxxxxx Station burn as well as conduct burner tip calibrations at its
Technical Facility located in Reno, NV to Buyer's satisfaction prior to the
delivery of the initial quantities of fuel. All costs associated with data
exchange and calibrations will be
* Material has been omitted pursuant to a request for confidential
treatment; this material has been filed separately with the SEC.
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borne solely by Seller and Seller agrees to allow Buyer-appointed
representatives to observe burner tip calibrations.
5. ONGOING QUANTITIES - At Buyer's sole discretion, Buyer agrees to purchase
and Seller agrees to supply on going volumes of A-55(R) Clean Fuels (up to
330,000 bbl/month) at a price * .
6. INSPECTION - An independent inspector will be mutually agreed upon by Buyer
and Seller. Quality will be based upon vessel composite (top, middle &
bottom) at a point and time of delivery. Inspector shall perform quantity
measurements at time of barge loading. Bottoms shall be taken into account
for billing purposes. The cost of inspection will be shared equally by Buyer
and Seller. Inspector will invoice Buyer and Seller separately.
7. PAYMENT TERMS - *
8. OPTIONAL DELIVERY TERMS - Buyer and Seller agree to mutually investigate the
possibility of blending ongoing quantities of A-55(R) Clean Fuels at the
Buyer's facility in a manner consistent with a procedural plan which must be
agreed to by both parties in writing.
9. FORCE MAJEURE - No failure or omission in performance by either party shall
be deemed a breach of this Agreement not create any liability for damages
one party to the other to the extent caused by acts of war (declared or
undeclared), revolution or riot; acts (including inaction) of governmental
or military authority, accidents of navigation, loss of fuel oil due to
sinking or to governmental taking of vessels; accidents to or closing of
harbors, docks or other aids to or adjuncts of shipping or navigation;
strikes, lockouts, or other labor disturbances; mechanical failure or
stoppage of equipment at Buyer's facility which prevents the use of No. 6
residual fuel oil as boiler fuel, but only in the proportion that each such
facility's fuel oil requirement bears to the total contract requirements; or
any other similar or dissimilar cause beyond the reasonable control of the
party so affected which prevents or restricts performance; provided however,
that commercial impracticability shall not be considered an event of force
majeure. Should any of the foregoing events occur, the party affected
thereby shall promptly notify the other in writing as to the estimated
effects thereof and shall use its best efforts to eliminate such cause
affecting its future performance.
10. WARRANTY - Seller warrants good title to all products sold under this
Agreement. Seller warrants that all products sold under this Agreement
conform to the specifications set forth herein. Seller warrants that the
products sold under this Agreement shall be free from all previously
incurred taxes, liens, claims or other charges.
* Material has been omitted pursuant to a request for confidential
treatment; this material has been filed separately with the SEC.
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11. TITLE/RISK OF LOSS - Title and risk of loss with respect to the product
shall pass from seller to buyer at the time the product passes Buyer's
outboard flange at the delivery point which for purposes of this agreement
will be the Buyer's barge, or other mutually designated barge. Buyer and
Seller shall exercise due care and comply fully with all applicable
statues, rules, regulations, orders, and directives of any governmental
authority, federal, state or local relating thereto in the delivery of the
fuel.
12. INSURANCE - Seller agrees to obtain and maintain during the term of this
agreement sufficient insurance to protect buyer from all damage and harm
related to Seller's performance under this agreement, including but not
limited to Worker's Compensation Insurance, General Liability or Commercial
Liability Insurance, Vehicle Insurance, Maritime Insurance, and
Environmental Liability Insurance consistent with the amounts required under
OPA 90 et. seq. Furthermore, Seller shall ensure that such insurance
coverages are sufficient to comply with the indemnifications contained in
the INDEMNIFICATION AND LIMITATION OF LIABILITY clause of this Agreement.
13. INDEMNIFICATION AND LIMITATION OF LIABILITY - Seller agrees to protect,
defend and hold harmless Buyer, its parent, affiliates, subsidiaries,
officers, directors and employees against any liabilities whatsoever
(including court costs and attorney's fees related to any claim, pretrial,
trial or appellate proceeding), resulting from or in connection with the
negligent performance, nonperformance, or delay in performance of Seller's
obligations under this Agreement by Seller, its employees or subcontractors.
Buyer agrees to protect, defend and hold harmless Seller, its parent,
affiliates, subsidiaries, officers, directors and employees against any
liabilities whatsoever (including court costs and attorney's fees related to
any claim, pretrial, trial or appellate proceeding), resulting from or in
connection with the negligent performance, nonperformance, or delay in
performance of Buyer's obligations under this agreement by Buyer, its
employees or subcontractors.
Neither Buyer nor Seller shall have any liability to the other for any
special or consequential damages arising out of a failure in their
respective performance hereunder.
14. NOTICES - Any notices or communications to be given under this Agreement
shall be in writing and shall be deemed duly given or made if sent by
facsimile, telex, delivered by hand, or if sent by mail, upon deposit by
mail with all postage fully paid.
15. STRICT PERFORMANCE - Failure of either party to insist in any one instance
or more upon strict performance of any of the terms or conditions of this
Agreement, or to exercise any right or privilege herein conferred, shall
not be construed as a waiver
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of such terms, conditions, rights or privileges, but the said Agreement
shall continue and remain in full force and effect.
16. LAW - This Agreement shall be governed by the laws of the State of
Connecticut and any litigation in connection with this contract shall be
brought in a court of competent jurisdiction in the State of Connecticut.
17. CONFIDENTIALITY - Except to the extent that disclosure of information
contained in this Agreement is required by law or governing regulatory
authority, the contents of this Agreement shall remain confidential and
shall not be disclosed or released by either party without written consent
of the other party.
18. TRANSFER - It is understood that Seller may transfer this agreement to a
third party with Buyer's written consent.
This agreement is entered into on this 3rd day of February, 1999.
Seller Buyer
/s/ XXXXX X. XXXXXXXXX /s/ XXXX XXXXXXXX
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Xxxxx X. Xxxxxxxxx Xxxx XxxXxxxx
President, Business Development Division Manager - Fuels
A-55, Inc. Northeast Utilities Systems
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NORTHEAST UTILITIES SERVICE COMPANY
AND
A-55, INC.
* RESIDUAL FUEL OIL SPECIFICATIONS
*
* Material has been omitted pursuant to a request for confidential
treatment; this material has been filed separately with the SEC.