AGREEMENT FOR FUEL SALES
BETWEEN THE PLACENTIA-YORBA LINDA UNIFIED SCHOOL DISTRICT AND
THE CITY OF PLACENTIA
THIS AGREEMENT, dated the day of , in the County of Orange, State of California, is by and between Placentia-Yorba Linda Unified School District (hereinafter referred to as "DISTRICT"), and the City of Placentia, (hereinafter referred to as "CITY").
RECITALS
A. The District's Transportation Department maintains a central fuel site located at the District's Education Center, 1301 E. Orangethorpe Ave., Placentia, Ca. 92870 B. This site provides fuel for District vehicles that are assigned to various departments.
C. The Placentia-Yorba Linda Unified School District has the capability to sell fuel to other government agencies, including, but not limited to federal, State, county, and city agencies and special districts.
D. The District wishes to sell fuel to City, and City wishes to purchase fuel from District, subject to the terms of this Agreement.
NOW THEREFORE, the District and City agree as follows:
1. Purchase of Fuel, Use of District's Fuel Location: The District will allow the City to purchase fuel for the City's owned, leased, or operated vehicles and equipment at the District's Education Center. Vehicles exceeding the weight that District fuel area can accommodate will not be fueled at the District Education Center. The City's cost for fuel shall be the District's current cost per gallon, plus a $0.10 per gallon surcharge that will be used to cover costs associated with fuel management, programming codes, card systems and invoicing. The City shall pay invoices received by the District within thirty (30) days of invoice receipt.
Only authorized City vehicles will be fueled at the fueling location. Under no circumstances will City employees be allowed to fuel their personal vehicles under this Agreement.
2. Fuel Access Devices: The District fuel site is controlled by an automated fuel system utilizing a key card system that tracks usage of each vehicle. The District will provide sufficient fuel access keys as requested by the City for assigned vehicles. Additionally, the District will provide gate access codes to be used by the City for after-hours, weekend and holiday access to the fuel location. Upon termination of the agreement for any reason, the City will return all fuel access devices within thirty (30) days.
3. Duties of City: The City shall exercise reasonable care in using the District's fueling equipment and entering District property to obtain fuel. The City shall reimburse the District for all loss or damage to fueling equipment, including but not limited to fuel 1 Fuel Agreement
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access devices, caused by City or its employees. The City agrees to pay any costs incurred by the District for the cleanup and disposal of hazardous waste that may result from negligent operation of equipment by City employees. The City must immediately report to District any system malfunctions or fuel spills at the fuel site.
4. Security Requirements: The City agrees to take all reasonable measures to maintain site security by ensuring access gates are closed after using the fueling facility, reporting suspicious activities, and any other action deemed necessary to maintain a secure location and fuel supply.
5. No Warranty or Representation: The District makes no warranty or representation regarding the availability of fuel and reserves the right to restrict access to fuel or fueling facility. However, the District will make reasonable efforts to supply fuel in emergency situations.
6. Indemnity: The City shall be responsible for acts or omissions of the City, its officers, representatives, agents, employees or third party users under contract with the City arising out of this Agreement and which have caused or which are claimed to have caused accident, loss, injury, death or any other damage to persons or real or personal property, and shall indemnify, defend and save harmless the District, its officers, agents and employees, from and against all claims, actions, damages, liabilities and expenses, including attorneys' fees in connection therewith, without any right of contribution or indemnity from the District, its officers, representatives, agents or employees.
The District shall be responsible for acts or omissions of the District, its officers, representatives, agents, employees or third party users under contract with the District arising out of this Agreement and which have caused or which are claimed to have caused accident, loss, injury, death or any other damage to persons or real or personal property, and shall indemnify, defend and save harmless the City, its officers, agents and employees, from and against all claims, actions, damages, liabilities and expenses, including attorneys' fees in connection therewith, without any right of contribution or indemnity from the City, its officers, representatives, agents or employees.
No Indemnity for Punitive Damages. The indemnity provisions set forth in this section shall not be construed to obligate the District or City to pay any liability, including but not limited to punitive damages, which by law would be contrary to public policy or otherwise unlawful.
7. Tort Liability: Government Code section 895.2 imposes certain tort liability jointly upon public agencies solely by reason of such public agencies being parties to an agreement defined in Government Code section 895. Therefore, the District and City, as between themselves, pursuant to the authorization contained in Government Code sections 895.4 and 895.6, each assumes the full liability imposed upon it or any of its officers, agents, representatives or employees by law for injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, to the same extent that such liability would be imposed in the absence of Government Code section 895.2. To achieve 2 Fuel Agreement
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this purpose, the District and City indemnifies and holds harmless each other for any loss, cost, or expense, including reasonable attorneys' fees that may be imposed upon or incurred by the District or City solely by virtue of Government Code section 895.2.
8. Term and Termination: The term of this Agreement shall be from March 13, 2024 through December 31, 2025, and may be extended for multiple years at the approval of the District and City. Either party may terminate this agreement for any reason upon ninety (90) days' notice to the other party.
9. Audit: Pursuant to California Government Code Section 8546.7, District and City acknowledge that every contract involving the expenditure of public funds in excess of $10,000.00 shall be subject to audit by the State Auditor.
10. Insurance: City must obtain at its own expense and keep in force and effect during the term of the Agreement, including all extensions, policies of insurance or programs of self- insurance with policy limits in sufficient amounts to cover any and all potential liabilities of City hereunder. The applicable minimum limits shall in no way limit the City's indemnification obligations.
11. Maintenance: The fuel system shall be operated and maintained by the District, and all costs, including but not limited to maintenance costs, fees, and expenses, including any permit fees, associated therewith shall be borne by the District. Any damages to the fueling system, caused by the City, shall be paid by the City.
12. Inspection: The City has the right, upon not less than forty-eight (48) hours' notice to the District, to inspect all fuel records pertaining to this agreement.
13. Parties Use: Because of the business nature of the District, the City will have access to the District fuel pumps Monday through Friday, before 7:00 A.M., after 4:15 P.M. and between 11:00 A.M. to 1:00 P.M. Fuel pumps will be accessible Saturday, Sundays and Holidays at any time, provided there is no maintenance being performed on the pumps.
14. Amendment: This Agreement may be amended or modified only by an Agreement in writing approved by the governing body of the District and City.
15. Conflict of Interest: No director, officer, official, representative, agent or employee of the District or the City shall any financial interest, direct or indirect, in this Agreement.
16. Notices: All formal notices, demands, and communications between the District and City shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to:
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If to District:
Placentia-Yorba Linda Unified School District
1301 E. Orangethorpe Ave.
Placentia, CA 92870
Attn: Gary Stine, Assistant Superintendent
If to City: City of Placentia
401 E. Chapman Ave.
Placentia, CA 92870
Attn:
17. Severability: If any term, condition or provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect, and shall not be affected, impaired or invalidated in any way.
18. Assignment: The Agreement shall not be assignable by the District or City without the expressed written consent of the other Party, which consent shall not be unreasonably withheld. Any attempted assignment of this Agreement not in compliance with the terms of this Agreement shall be null and void and shall confer no rights or benefits upon the assignee.
19. Waivers: All waivers of any term or condition of this Agreement shall be in writing. No waiver of any term or condition shall be a waiver of any term or condition or the same term or condition at a different time.
20. Nondiscrimination: There shall be no discrimination by the District or City against any person on account of race, color, religion, sex, marital status, national origin, or ancestry in the performance of its obligation under this Agreement.
21. Applicable Law: This Agreement is executed and is to be performed in the City of Placentia, Orange County, California. This Agreement shall be governed and construed under the laws of the State of California and as if drafted by both parties hereto.
22. Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
23. Attorney Fees: Should litigation be necessary to enforce any terms or provisions of this Agreement, then each party shall bear its own litigation and collection expenses, witness fees, court costs, and attorneys' fees.
24. Entire Agreement: This Agreement and any exhibits attached hereto constitute the entire agreement among the parties to it and supersedes any prior or contemporaneous understanding or agreement with respect to the services contemplated, and may be amended only by written notification executed by both parties to the Agreement. 4 Fuel Agreement
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In Witness Whereof the parties hereto have executed this Agreement as of the date first above written:
Placentia-Yorba Linda Unified School District City of Placentia Gary Stine
Assistant Superintendent City Manager
Date Date
City Attorney
Date
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