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HomeMy WebLinkAboutContracts & Agreements_37-2008_CCv0001.pdf X. FUEL SALES AGREEMENT This fuel sales agreement(,,Agreement") is made this day of ' -rz 2007 ("Effective Date"), bettygen the��ity of Redlands, a municipal corporation ("City"), and rifo ter--tee=-' atea��_' of the State of California("Buyer"). Ci8`r'`ganized and existing under the laws to herein as a"Party"and, together, °ty and Buyer are sometimes individually referred as the «Parties." RECITALS A. The Parties contemplate that Buyer will Buyer fuel on an ongoing basis. purchase from City and City will sell to B. To avoid having to resolve questions of conflicting terms purchase orders and purchase order acknowledgment G from City, the Parties wish to enter into an agr menSanconditions on that sets forth �and sactionBuyer Purchases fuel conditions that will govern all such trans between them. In consideration of the mutual benefits and obligations set forth in this Agreement, the Parties agree as follows: AGREEMENT ARTICLE I -DEFINITION OF PRODUCT 1.1 The term "fuel"means Liquid Natural Gas/Compressed Natural C ("LNGICNG")for which Buyer issues to City a purchase as Agreement. orer dng the term of this ARTICLE 2 -ISSUANCE OF PURCHASE ORDERS 2.1 Buyer may issue Purchase orders to City from time to time. Each purchase shall contain a description of the products ordered, order the quantities and prices, the shipment schedule,the terms and place of delivery, issued pursuant and subject to Agrt and the following notation: "This order is City f No. bearing [number] between City and buyer."Every purchase order issued by Buyer to City fallowing the date of this Agreement and 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 shall prevail. Agreement DJM\Agree\Fuel Sales Agreement ARTICLE 3 —SAFETY TRAPNING 3.1 All of Buyer's drivers utilizing the City's fuel facility shall undergo training to provide for the safe fueling of Buyer's vehicles. 3.2 Failure of Buyer's drivers to show proof of training will result in the immediate suspension of sales to Buyer until such proof can be shown. ARTICLE 4 - TERM 41 The term of this Agreement for purposes of purchase order placement shall commence on the Effective Date 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 6.1 Buyer shall defend, indenrrnify and hold harmless City, its elected officials, officers, agents and employees, from and against any and all liabilities, damages, losses, costs and expenses for injury to property or inj tuy or death of any person arising out of'or in connection with products and services to be provided under this AgoTeement. Buyer also shall release and Araive any liability of and claim against the City, its elected officials, officers, agents, and employees, for 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 7,1 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 attorneys' fees, ng fees for including u of in- house counsel by a Party. I use 7.2 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 7.3 If any provision or part of the Agreement is held to be void or unenforceable under any law or regulation, itshall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon the parties. DATkAgree-kFuell Sales Agreement ,, _. ;_ _. f 01- /A This Agreement contains the entire agreement of the Parties Super sedes I hereof ri ,r v rb l or Nett nagreements � tb i with respect t the l���t matter al This Agreement shall be amended or modified 0111Y by"tten agreement, signed by the Parties. IN I°1 WHEREOF,daily authorized representatives of the Parties have signed in confirmation of this Agreement, CITY OF REDLANDS ' €: Jon 1-farrison, May-or Asst.City Clerk B( ''lmR