HomeMy WebLinkAboutContracts & Agreements_169-2010_CCv0001.pdf FUEL SALES AGREEMENT
This fuel sales agreement ("Agreement") is made this 9-. day of 6 r
2010, ("Effective Dat 'I), between the City of Redlands, a municipal co orati
("City„), and vX R rP on
of the State of California "Bu er" r`-~D`-ilrganized and existing under the laws
to herein as a "Party" ( Y ). City and Buyer are sometimes individually referred
Y and, together, as the "Parties."
RECITALS
A. The Parties contemplate that Buyer will purchase from Cit
Buyer fuel on an ongoing basis. Y and City will sell to
B. To avoid having to resolve questions of conflicting terms and conditions
purchase orders and purchase order acknowledgmentsns on
from City, the Parties wish to enter into an agreent that sets fome rth heuyer Purchases
termsr a n fuel
conditions that will govern all such transactions between them. and
In consideration of the mutual benefits and obligations set forth in this Agreement,gr ment, the
Parties agree as follows:
AGREEMENT
ARTICLE 1 - DEFINITION OF PRODUCT
1.1 The term "fuel"means Liquid Natural Gas/Compressed Natural Gas
("LNG/CNG") for which Buyer issues to City a Purchase order during g 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, the quantities and rices
schedule, the terms and place of delivery, P chase order
issued pursuant and subject to Agreement No. [number]
notation:Prices, shipment
g This order is
Purchase order issued by Buyer to City following the date otf this Agreement ween City and buyer."Every
such a notation shall be governed by and be deemed to include the provisions and bearing
Agreement. In the event of any inconsistency between the terms and visions
of this
Agreement and the terms of a purchase order, the terms and conditions oft this
of this
shall prevail. his Agreement
WWAgreeTuel Sales Agreement
1
ARTICLE 3 —SAFETY TRAINING
3.1 All of Buyer's drivers utilizing the City's train'fuel facility shall undergo provide for the safe fueling of Buyer's vehicles. g training to
3.2 Failure of Buyer's drivers to show proof of training will result in the im
suspension of sales to Buyer until such proof can be shown. mediate
ARTICLE 4 - TERM
41 The term of this Agreement for Purposes
commence on the Effective Date of this Agreement and continue a s bse t shall
of five(5) years. quent period
ARTICLE 5 - CANCELLATION
5.1 Either Party may terminate this Agreement at any time upon twee 20
prior written notice. y( ) days'
ARTICLE 6—INDEMNIFICATION
6.1 Buyer shall defend, indemnify and hold harmless City, its elected officials,
officers, agents and employees, from and against any and all liabilities, dama es, l
costs and expenses for injury to property or injury or death of an osses,
y person arising out of or
, l
in connection with products and services to be provided under this Agreement.
Buyer
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, incl
loss of use arising directly or indirectly out of or in
under this Agreement. connection with Buyer's uding
ry performance
ARTICLE 7 - GENERAL CONSIDERATIONS
7.1 In the event any action is commenced to enforce or interpret any of the
conditions of this Agreement the prevailing party shall, in addition to an costs arms or
relief, be entitled to recover its reasonable attorneys' fees, including fees for us and other
house counsel by a party, e of in-
7.2 This Agreement shall be governed by and construed in accordance with
of the State of California. h the laws
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, and all remainingprovision
shall continue to be valid and binding upon the parties. P stuns
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7.4 This Agreement contains the entire agreement of the Parties
prior verbal or written agreements of the Parties with respect to the sub supersedes all
This Agreement shall be amended or modified only by written agreement, matter hereof.
Partiessigned by the
IN WITNESS WHEREOF, duly authorized representatives of the
confirmation of this Agreement. Parties have signed in
CITY OF REDLANDS
ATTEST:
By � —
Pat Gilbreath, Mayor
BUYER City Clerk
By
E, TITLE Date
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