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bra v I <br />PURCHASE AND SALE AGREEMENT <br />This AGREEMENT, made and entered into this qday of � �.Y,( , 20 / S�, between <br />the COUNTY OF JEFFERSON, acting through the Jefferson County Commissioners and the Director of Public <br />Works under and by virtue of RCW Title 36 as amended, hereinafter referred to as BUYER, and Allen Shearer <br />Trucking and Landscape Supply, Inc., of Belfair, WA, hereinafter referred to as SELLER. <br />WITNESSETH: <br />For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto <br />do agree as follows: <br />GENERAL PROVISION: This Agreement contains the entire Agreement and understanding concerning the <br />subject matter hereof between the parties and supersedes and replaces all prior negotiations, proposed agreements <br />and agreements, written or oral. Each of the parties hereto acknowledges that no other party hereto or any agent or <br />attorney of such party has made any promise, expressed or implied, not contained in this Agreement to induce it to <br />execute this Agreement. Each of the parties further acknowledges that it is not executing this Agreement in reliance <br />on any promise, representation or warranty not contained in this Agreement. This Agreement is to be construed as if <br />it were prepared and reviewed by both parties. <br />1. SALE OF GOODS <br />SELLER shall manufacture for BUYER the following described products: <br />Aggregate for use by the Jefferson County Department of Public Works Road Operations Division in their bituminous <br />surface treatment (BST) program in quantities and by dates indicated in the Bid Proposal documents. This Agreement <br />is for supply of specified aggregate(s) in calendar years 2018 and 2019. <br />2. CONSIDERATION <br />BUYER shall accept the goods and pay unit prices in accordance with the Proposal dated February 26„ <br />2018, and the General Contract Provisions. <br />3. IDENTIFICATION OF GOODS <br />Identification of the goods to this agreement shall not be deemed to have been made until both BUYER and <br />SELLER have specified that the goods in question are as prescribed in the performance of this Agreement. <br />4. PAYMENT <br />BUYER shall make payment for received goods after inspection and approval by the BUYER. BUYER shall <br />make payment within approximately 30 days after receiving invoice and approval of goods as per the referenced <br />Minimum Specifications and General Contract Provisions. <br />5. BUYER'S RIGHT TO OFFSET <br />BUYER may offset against any invoice from SELLER any costs incurred by the BUYER as a result of event <br />of default by SELLER under this Contract or otherwise resulting from SELLER'S performance or non-performance <br />under this Contract, including but not limited to any credits due as a result of over -billing by SELLER or <br />overpayments made by the BUYER. If the amount offset is insufficient to cover those costs, SELLER is liable for <br />and must promptly remit to the BUYER the balance upon written demand for it. This right to offset is in addition to <br />and not a limitation of any other remedies available to the BUYER. <br />2018-2019 Supply of Aggregate Products for BST Page 1 of 8 Purchase and Sale Agreement <br />