HomeMy WebLinkAboutContracts & Agreements_28-2008_CCv0001.pdf FUEL SALES AGREEMENT
This fuel sales agreement ("Agreement") is made this;&day of
2007, ("Effective Date"), between the City of Redlands, a municipal corporation
("City"), and y1 t- , a Z&QZvt1> 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 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:
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 the term of this
Agreement.
ARTICLE 2 - ISSUANCE OF PURCHASE ORDERS
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 terms 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.
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f ARTICLE 3 —SAFETY TRAINING
3.1 All of Buyer's drivers utilizing the City's fuel facility shall undergo trainin to
Provide for the safe fueling of Buyer's vehicles. g
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, indemnify and hold harmless City,
officers, agents and employees, from and against any and all liabilities, damages, losses,
costs 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 waive 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, including fees for use of in-
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 Agreement is held to be void or unenforceable
under any law or regulation, it shall be deemed stricken, and all remaining provisions
shall continue to be valid and binding upon the parties.
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7.4 This Agreement contains the entire agreement of the Parties and supersedes a
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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 b the
Parties. y
IN WITNESS WHEREOF, duly authorized representatives of the Parties have signed in
confirmation of this Agreement.
CITY OF LANDS ATTEST:
By
on Harrison, Mayor Asst.
City Clerk
BUYER
By
ME, TITLE
Date
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