HomeMy WebLinkAboutContracts & Agreements_219-2007_CCv0001.pdf �z.
FUEL SALES AGREEMENT
This fuel sales agreement ("Agreement") is made t
2007, ("Effective Date") b his�day of
("City"), and between the City of Redlands, a municipal corporation
��� f '� a organized and existing un
of the State of Cahforma("Buyer" g der the laws
to herein as a "Part )' City and Buyer are sometimes individually referred
y and, together, as the "Parties."
RECITALS
A. The Parties contemplate that Buyer will purchase from Cit and Ci
Buyer fuel on an ongoing basis. Y City will sell to
B. To avoid having to resolve questions of conflicting terms and conditions on
Purchase orders and purchase order acknowled ement that sets 1e Buyer purchases fuel
from City, the Parties wish to enter into an agreement ents
conditions that will govern all such transactions between them,forth the terms and
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 Ga
("LNG/CNG")for which Buyer issues to City a purchase order during the s
Agreement. g e term of this
ARTICLE 2 - ISSUANCE OF PURCHASE ORDERS
2.1 Buyer may issue purchase orders to City from time to time. Each
shall contain a description of the products ordered, the quantities titie Purchase order
schedule, the terms and place of delivery, q s and prices, the shipment
issued pursuant and subject to Agreement No. [number] between City"This order is
Purchase order issued by Buyer to City following the date of this Agreement
such a notation shall be governed by and be deemed Y nd buand yer."Every
Agreement. In the event of any inconsistency between theterms
the provisions s f thi ng
Agreement and the terms of a purchase order, the terms and cond tions o dhis A r this
shall prevail. is Agreement
E)JM�Agree\F'uel Sales Agreement
I
-m:..c. '"'"`,;,,,,,.,,rte ���,,,.,_,....�_„� '"' ,�.-...T."v„�.� ,..,., ,�_ .,;-....y�:',�rn..,������'..:��t��nom.. _ ?,„>...:". •' ,amu-„ t.,��.�..:.�,�%v""z�� �
ARTICLE 3 —SAFETY TRAINING
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, indemnify 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 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.
DJM\Agree\Fuel Sales Agreement 2
gpn
7.4 This Agreement contains the entire agreement of the Parties and supersedes all
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 by the
Parties.
IN WITNESS WHEREOF, duly authorized representatives of the Parties have signed in
confirmation of this Agreement.
CITY OF RE LAND ATTEST:
By
Jon Harrison, Mayor City Cle
BUYER.
Bye'z�e 1 ..r ,.� }7 Date
NAME, TITLE
WORD:FROMS:FM FUEL SALES AGREEMENT
DJM',AgreetFuel Sales Agreement
3
I