HomeMy WebLinkAboutContracts & Agreements_88-2009_CCv0001.pdf FUEL SALES AGREEMENT
This fuel sales agreement {"Agreement"} is made this1ay ofx
200-1, ( Effective Date") between the City of Redlands, a municipal corporation
("City '), and t lC 5ykE _ Afl organized and ekistin ' r t
of the State of California ("Buyer"). City and Buyer are sometimes individually refs-i-�ed
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 oi,
purchase orders and purchase order acknowledgments each time Buyer purchases fuel
from City, the Parties wish to enter into an agreement that sets forth the terms and
conditions that will govern all such transactions between them.
In consideration of the mutual benefits and obligations ,set forth in this Agreement, the
Parties agree as follows.
AGREE:ME,NT
ARTICLE l - DEFINITION OF PRODUCT
1.1 The term "fuel"means Liquid Natural Gas/Compressed Natural Gas
("LNG`CNG"} for which Buyer issues to Ci
Agreement, ty a purchase order during the term of this
ARTICLE ? - ISSUANCE OF PURCHASE ORDERS
2.1 Buyer may issue purchase orders to City from time to tirnc. Each purchase rti!e.
shall contain a description of the products ordered, the quantities and prices, the shipment
schedule, the terms and place of delivery, and the following notation: `'This ot-der 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.
DDI A-gree"FLrel Sales Agreenjent
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ARTICLE -3) -- SAFETY TRAINING
3.1 All of Buyer's drivers Ci the ing z
utili1 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 III the ittlilledialle
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
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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 tNventy (20) days'
prior written notice.
ARTICLE 6— INDEMNIFICATION
6.1 Buyer shall defend, Indemnil'v and hold harmless City, its electecl officials,
officers, agents and employees, from and against any and all liabilities, damages, losses,
costs and expenses for Injury to property or injury or death ofanyperson ort
arising ,
in connection with products and services to be provided under this A�,recrnent, z:i3t,ly Cl-
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also shall release and waive any liability of and claim against the City, its elected
officials, officers, agents, and
employees, for loss of or damage to property 111clud,11111
loss of use arising directly or indirectly out of or in connection with Buyer's perform z ance
under this Agreement.
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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 offier,
relief, be entitled to recover its reasonable attorneys' fees, including f'ecs 601- Use 0!'111-
house counsel by a Party.
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 Agreernent is held to be void or 1113erif'orceable
under any law or regulation, it shall be deemed stricken, and all rernainimy provisions
shall continue to be valid and binding upon the parties.
DAI"AgrecTuel sales Agreement
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7.4 This Agreement contains the entire agreement of the Parties and supersedes
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 a nt, signed byti-,eParties. seen e
IN WITNESS WHEREOF, duly authorized representatives of the Parties have signed III
confirmation of this Agreement.
CITY OF RE LANDS ATTEST:
By
n Harrison, Mayor City Cler
BUYER
By -7;7 , ti t,y pry?517
NAME � Date
TITLE_0 � �
WORD: FROMS: FM FUEL SALES AGREEMENT
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DRO'Agree', Sales Agreement
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