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HomeMy WebLinkAboutContracts & Agreements_18-2010_CCv0001.pdf February 4, 2010 MEMORANDUM TO: Sam Erwin, City Clerk FROM: Gary van Dorst, QOL Director t SUBJECT: REQUEST FOR MAYOR'S SIGNATURE ON FUEL SALES AGREEMENT This memorandum transmits to you the attached Fuel Sales Agreement with the Desert Sands Unified School District for the sale of City CNG/LNG, For reference sake,the City Council authorized the Mayor, or his designee, to execute fuel sales agreements for the sale of City fuel to outside users on September 4, 2007. If you have any questions,please feel free to contact me at x7583. -760 7718574 i F4Ft tNG DSUSD PURCHASING 04-36:01 p. , 02-02-2010 14-. FUE SALES AGREEMENT This fuel sales agreement(„Agreement”)is made this 28 day of January 20 to ,("Effective tate"),between the City of Redlands,a municipal corporation("City"'),and Desert Sands unified Schoola school district organized and existing under the laws of the State of California (`Buyer"). City and Buyer are sometimes individually referred to herein as a"Party" and, together, as the"Parties." RECITALS A. The Parties contemplate that Buyer will purchase from City and City will sell to Buyer fuel on an ongoing basis. B. To avoid having to resolve questions of conflicting terms and conditions on purchase orders and purchase order acknowledgments each time Buyer purchases fuel from City, the Panics wish to enter into an agreement that sets for=th the terms and conditions that will gave all such transactions between them. In consideration of the mutual benefits and obligations set forth in this Agreement, the Parties agree as follows: AGREEMENT ARTICLE L,E I -DEFINITION OF PRODUCT 1.1 The to "fuel", means Liquid Natural Compressed Natural Gas ("LNG/CNG") for which Buyer issues to City a purchase order during the tenn of this Agreement. ARTICLE 2 W ISSUANCE OF PURCHASE C ERS 2.1 Buyer may issue purchase orders to City from time to time. Each purchase order shall contain a description of the products ordered, the quantities and prices, the shipment schedule, the terns and place of delivery, and the following notation: "This order is issued pursuant and subject to Agreement No. [number) between City and buyer." Every purchase order issued by Buyer to City following the date of this Agreement and bearing such a notation shall be governed by and be.deemed to include the provisions of this Agreement. In the event of any inconsistency between the terms and conditions of this Agreement and the terms of a purchase order, the terms and conditions of this Agreement shall prevail. ARTICLE 3 --SAFETY TRAINING 3.1 All of Bayer's drivers utilizing the City's fuel facility shall undergo training to provide for the safe fueling of Buyer's vehicles. ,2 Failure of Buyer's drivers to show proof of training will result in the immediate suspension of sales to Buyer until such proof can he shown. JM"AgretlTuet Sales Agreement ...760 7718574 DSUSD PURCHASING DSUSD PURCHASING 04-36:25 p.m 02-02-2010 314 ARTICLE 4-TERM. 41 The term of this Agreement for purposes of purchase order placement shall commence on the Effective bate of this Agreement and continue for a subsequent period of five(5)years. ARTICLE 5 - CANCELLATION 5.1 Either Party may terminate this Agreement at any time upon twenty (20) days' prior written notice. ARTICLE 6— INDEMNIFICATION 6.l Buyer shall defend, indemnify and hold harmless City, its elected officials, officers, agents and employees, from and against any and all liabilities, damages, losses, casts and expenses for injury to property or injury or death of any person arising out of or in connection with products and services to be provided under this Agreement. Buyer also shall release and sive any liability of and claim against the City, its elected officials, officers, agents, and employees, foT loss of or damage to property, including loss of use arising directly or indirectly out of or in connection with Buyer's performance under this Agreement. ARTICLE 7 -GENERAL CONSIDERATIONS t In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing party shall, in addition to any costs and other relief, be entitled to recover its reasonable atto ey `fees, including fees for use of in-house counsel by aF 7.2 This Agreement shall be govemed by and construed in accordance with the laws of the State ofCalifornia. 7.3 If any provision or part of the Agreement is held: to be void or unenforceable under any law or regulation, it shall be deemed stricken, d all remaining provisions shall continue to be valid and binding upon the parties. 7.4 This Agreement contains the entire agreement of the Parties and supersedes all prior verbal or written agreements of the Parties with respect to the subject matter hereof. This Agreement shall be amended or modified only by written agreement,signed by the Parties. , 'AgreeTud Safes Agreement DSUS£}PURCHASING 04:60Ar P.r,f. �- '50 771,,,p574 ARMS USUSt7 PURCHASING OF, duly authorized representatives of the Parties have sued to WITNESS conf.,miallon of this Air Bent. ATTEST: CITY OF REDLANDS rw ty er «✓' Sam a By Pat Gi reat Mayor BLJYER , r Date By NAMEi TITLE Directcrt Purchasing Sales AgrccllneOt r UJ ,'A