HomeMy WebLinkAboutContracts & Agreements_31-2010_CCv0001.pdf March 18, 2010
MEMORANDUM
TO: Sam Irwin, City Clerk
FROM: Clary van Dorst, QOL Director
SUBJECT: REQUEST FOR MAYOR'S SIGNATURE ON FUEL SALES AGREEMENT
This memorandum transmits to you the attached Fuel Sales Agreement with Long Beach Search
and Rescue 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.
FUEL SAI-ES, AGREEMENT
This fiuel sales a,,,Yreement (- Mgr eentent-) is 1pade t,jis lo'rldav of PrzcH
CC* Me 01% Of a —n!"'ci"nal
("CitY"), and _�tdNC- 13C-At-tj 5qAA4f or,
OF the State of California Nkyer-). ganized and existing under the laws
y and Emyer we sometimes individivally referre(j
to herein as a "Party" and, together, as the -PartWV
RECITALS
A. The Pates contemplate that Buyer will purchase from City and City will sell to
Buyer tluel oil an ongoin,(,,, basis.
B. To avoid having to resolve questions of conflicting terms and conditions on
purchase orders £i.r E purchase order acknowledgplients each time Buyer purchases fiLiej
fron
f q City, the Parties wish to enter into an agreement that sets forth the terms and
conditions that will gyovemi all such transacrions between ihem.
In consideration of the RlUtuai benefits and obligations set forth in this Agreement, the
Pay ks agme as Rdhin�
AQJ- E E)ff-,`�-7F
ART&LE I - DI'SFINITION OF PRODUCT
L i The term "Wel" means Liquid Natural Gas/Compressed Natural Gas
(-'-1-NG',/CNU- Or which Buyer issues to Cly a orde-r dLffill'� 111,C tei-111 tj)js
AR11CLIE 2 ISSUANCE OFPURCHASE ORDERS
2. 1 Buyer riga Y issue purchase orders to City frOflll time to tune. Each purchase order
shall c(Min a denrttkn ofthe prodUctsordW the cluantitics and prices. the shipmenT
schedule., the terms and place of deibery, and the followiII&I notation: "This order is
issued pUrSuant arid sulliect m) Agreement No, "
LnunibOrl betweell City and buyer." Every
purchase order issued by Buyer to City following the date of this Agreement and bearing
such a notion shall be goNerned by and be deenied to include the provisions of this
Agreement, In the event of any inconsistency between the terms and conditions of this
Agreement and the turns of a purchase order, the terms and conditions of this A�-,reelilent
shall prevail,
-wig 1FICLE 3 --- SAFETY TRAINING
3, i All Of Buver"s drives-s utilizinu
4 the City's k1el GeNy shall Undergo trainir
p r o v i d 1`6 1 1-,e s rf11"!e 1 i 1 C7 fit,.' c,F-sc i e S
31 FAMe of Fluyer's drivers to show proof of training, will -IeSLflt in the immediate
sus en Von of sales to Buyer until such pj-(-)o!Fc 11 bc1 11
s! Ow
ARTICLE 4 - TEFUNII
41 The term of this Agreement for purposes of purchase order placenient shall
commence on the ETRINve Date oft' s Agmemein and continue for a subsequent period
of Ove (5) yews,
ARTICLE 5 - C-,\NCELL ATION
5. 1 Either Party nmy turidnam this t;kyreement at anitim.e upon twenry (20) days'
Pdor "Anen not res.
ARTICLE 6 — INDEM-N!"IFICATfON
6.1 Buyer shall defend, indenmi'N and hold harmless City, its elected officials.
olificers. agents and einplo�vee,,-, and against any and, at'll liabililits" damna,�es, lu-sse,,-
costs and expenses for iiijury to propert=y or injury ordeath of any person arising Out Of Or
in icorinection� v�itih, jjiff}ducts an"d serx-ices -providlec urdertjjj--�
also shall release and waive any liability of and claim' against the Ciiv. its elected
of icials, ofi"icery agan, and empkyem, Q loss ov-,Cor darr,,.a�,p,-, t"",
loss of use aril ng Wrectly or indirectly out of or in connection with Buyer's pert rmancte
unider -inis Agreepjenj.
ARTICLE 7 - (GENERAL CONSIDERATIONS
T! In the event any action is commenced to enCorce or interpret any of the terms or
c,ondirions o.-Fihis .'\!,,,reenmert the prevAing pany shalit in additioi-, +,o, ainv costs "nut(i
relief, be entitled to recover its reasonable attorneys' lies, including lies for use of in-
house Counsel by it 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 pan of the Agreement is held to be void or unenforceable
under- any law orregulation_ it shall be, deemed stricken, and all rernaining, provisions
,shall continue to be valid and bindin,',:y Upon the parties,
QF
Th's A(4reement contains the cntire agreemerit of the Parties and super-se-des all
2,01-1 vvith i,espect 1,-
F11 T T e 11 - MN kq Lji,
T 1,el
This Aszreeaient shall be amended or modified orifi by written signed the
11`. WITNESS WHEREOF, duiv auk.honzed represenally es oFthe Parties have signed 111
-oillf�,rniation ofthis
CITY OF REDLANDS AT'TES"f,,-
By, �11411�
Pat Gilbreath, %,MaN'0r CAviClei-k
B-UYER
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