HomeMy WebLinkAboutAllied Waste Services (now Republic Services) - LNG Fuel Dispensing ServicesSERVICES AGREEMENT BETWEEN THE CITY OF FRESNO
AND ALLIED WASTE SERVICES OF FRESNO
LNG FUEL DISPENSING SERVICES
THIS AGREEMENT for LNG Fuel Dispensing Services ('Agreement') is made by and between
the City of Fresno, a municipal corporation ('Cly') and Allied Waste Services of Fresno
('Franchisee') (together sometimes referred to as the 'Farces') as of 121N111(the 'Effective
Data").
RECITALS
A. City are Franchisee have entered into that certain Franchise Agreement dated
November 1, 2011 ('Franchise Agreement-) pursuant to which Franchisee will provide
solid waste, recyclable materials, and organic materials collection services in a
designated service area within Me City,
B. Pursuant to Sections 8.3.1 and 6.4 of the Franchise Agreement, City and Franchisee
have entered into that certain Purchase Agreement, whereby Franchise will purchase
from City certain City -awned collection tracks ('Trucks') and containers used to wiled
solid waste, recyclable materials and organic materials within the City. The Purchase
Agreement requires that Franchises take possession of the Trucks prior to December 4,
2011,
C. The Trucks use Liquefied Natural Gas(WG)as Mel.
D. City operates a LNG fueling facility, and Franchisee desires the right to purchase LNG
for the Trucks at City's facility.
NOW. THEREFORE, the Parties agree as follows'.
SECTION 1 - SERVICES. Subject to the terms and conditions act forth in this Agreement, and
as authorized by controlling law, the City shall provide to Franchisee the services described and
incorporated herein, W the time and place and in the manner specRed Mersin
SECTION 2 - TERM OF SERVICES. The term of this Agreement shall be for a term of one (1)
year commencing on the Effective Date, but may w extended by written notice between the
parties per Section 9.2 of this agreement.
SECTION 3 -SCOPE OF SERVICES.
3.1 Location. The City agrees to provide LNG fuel dispensing services at the Clty-
owned and operated fueling facilities located art: 2101'G' Street, Fresno CA 937W
(the 'City's LNG Fueling Facltly').
3.2 Hors of Operation The City will provide fueling services between the hours of
990 AM and 0:00 PM, Monday through Saturday.
Services Agreement between the City of Fresno and AIIIW Waste Services of cheap
3.3 Automated Fueling Authorization Hardware, The City maintains necessary
fueling computers) and associated hardware (the 'Automated! Fueling Hardware')
in order to allow automated fueling transactions at the City a LNG Fueling Facility.
Upon retirement of the vehicle, or termination of this Agreement, the Automated
Fueling Hardware shall be removed from the Trucks) and returned to the City's
Possession. Failure t0 do so shall result in Franchisee being obligated to pay to
the City the sum of $400.00 for each vehicle whose Automated Fueling Hardware
is net returned to the Cdy.
SECTION 4 -COMPENSATION Franchisee shall pay City for services tendered pursuant to
this Agreement at the time and In the manner set forth herein. The payments speed below
shall tie the only payments from Franchisee to City for smylces rendered pursuant to this
Agreement. City shall submit all invoices to the Franchisee In the manner speed herein.
Franchisee has no responsibility to pay any sums beyond the compensation set forth in this
Agreement.
4.1 Invoices. City shall submit monthly Invoices during the term of this Agreement,
will ing forth the cost for services performed and reimbursable mats incurred prior
to the Invoicedate. Invoices shall contain the following infomlation!
• The beginning and ending dates of the billing pence,
• A detailed statement of all fueling bansacdons that includes versed number)
• transaction datettime, and number of gallons dispensed,
• Cost of fuel per gallon for the billing period;
• A detailed amounting of Federal, State and Local taxes to be collected;
• The City's Contract Administrator signature.
4.2 Payment by Frenchlsee Franchisee shall pay City for the Invoiced amount no
later than thirty (30) days after the Franchisee receives the invoice.
4.3 Pawpent upon Termination In the event that the Cry or Franchisa i terminates
this Agreement pursuant to Section 9, the Franchises shall compensate the City
for all outstanding costs and reimbursable expenses incurred for work satisfactorily
completed as of the date of written notice of termination. Cry shall maintain
adequate documentation to verify coats incurred to that date.
4.4 Fail Service Fees. The Franchisee agrees to pay the City for LNG full
dispensing services provided to the Franchisee's Trucks at Mre rates set forth in
Section 5 of this Agreement The City will Invoice the Franchisee for actual
services) provided in acmNance with the rates set forth herein.
SECTION 6 � PRICING
5.1 Purchase Price —The Purchase price paid by Franchisee for LNG purchased from
the City's LNG Fueling Facility shall be the sum of the fallowing.
Services Agreement between the City of Fresno and Allied Waste Services of Fresno
5.1.1 The price paid by City for the LNG, together with all per gallon payment
obligations to third parry had providers incurred by CM in recainng the
LNG, including but not limited to all delivery charges and cosh for
Ipuefadlopi
5.1.2 All applicable Federal, State, and local taxes, and
5.1.3 The cost to provide station maintenance, fueling personnel, automated
transaction hartlware, and support services. The cost for all such
maintenance, hardware and other semces (apart from the cost of fuel,
fuel delivery and liquefaction described in section 5,1.1) for the fid year
of this Agreement shall he $0.25 per gallon. This price component will he
adjusted basest on recalculation of station operating and maintenance
cost prior to each annual extension to this Agreement.
5.2 Federal Incentive for Alternative Fuel The Safe, Accountable, Fl udi Efficient
Transportation Equity Ad provIdw an incentive when LNG is used as 'motor
vehicle' fuel. The incentive (currently a $0.50 per gallon rebate) Is provided to
businesses, individuals, and tax-exempt eddies that sell or. In some cases, use
the fuel. Upon receipt of rebate by Me City, R any, the City shall reimburse to the
Franchisee the amount of the tax rebate per gallon muhidled by the number of
gallons purchase during the tax reporting wood. In the form of a credit against Me
outstanding balance of the purchase price Qwest Me City by the Franchisee.
SECTION 6 - FUEL QUALITY SPECIFICATIONS
6.1 The LNG fuel supplied shall meet or exceed all current and Cummins natural gas
engines.
6.2 The liquid natural gas (LNG) fuel nurtured shall meet the followtng minimum
specifications:
Methane content: minimum 97%.
Ethane content: maximum.2%.
Nitrogan conterd: maximum 3%.
SECTION 7 -STATUS OF CITY.
7.1 Independent Contractor. At all 9mes during the term of this Agreement, City
shall be an independent contractor and shall not be an employee of Franchisee.
Franchisee shall not have the night to control Me means by which Clty
accomplishes services centered pursuant to this Agreemed.
7.2 Not an Audi Except as Franchisee may specify In writing, City shalt have no
authority, express or implied to ad on beha5 of Franchisee in any capacity
Whatsoever as an agent. City shall have no authority, express or Implied Noonan
to this Agreement to bind Franchisee to any obligation whatsoever.
Services Agreement between the City of Fresra and Allied Waste Services of Fresno
SECTIONS -GOVERNING IAINThe laws of the State of California shall govem this
Agreement.
SECTION 9 -TERMINATION AND MODIFICATION
9.1 Termination. City and Franchisee may terminate this Agreement n any time and
without muse upon the delivery of 30 days written notification to the other Party. In
the event of termination, City shall be entitled to compensation for the services
performed to the effective date of termination, and Franchisee shall return the
Automated Fueling Hardware as required by Section 3.3.
9.2 Extensions. The Parties may extend this Agreement only by a writing signed by
the Contract Administrator of each Party as defined in section 11.8 of MIs
agreement, and consistent with the City's constitutional and local law
requirements.
9.3 Amendments The Pares may amen this Agreement only by a willing signed
by the Contract Administrator of each Party as defined in section 11.8 M this
agreement. and consistent with the City's constgutional and local law
requirements.
9.4 Sumlval. All obligations arising prior to the termination of the Agreement and all
indemnity provisions shall survive the termination of this Agreement.
SECTION 10 -LIMITATION OF LIABILRY AND EXCLUSION OF WARRANTIES
10.1 Llabnla. City shall not be liable to Franchisee far. and Frenchisee hereby waives
and releases City from, any and all loan, liability, fines, Pena0iea, fodeoures, costs
and damages (whether in contract, tort or strict liability, including but not limited to
Personal injury, death at any time an property damage) incurred by Franchisee or
any other Person, and from any and all claims, demands and actions in law or
equity (including artomey's fees and litigation expenses). arising or alleged to have
arisen directly or indirectly out of the Performance of this Agreement. Including, but
not limited to, any sale, dispensing andlor use of LNG fuel, except for those claims
arising from the active negligence or active misconduct of the City or its employees
and agents.
In no event shall City be liable for any actual, special, direct, indirect, incidental or
consequential damages arising out of or related b this Agreement, including, but not
Limited to, any sale, dispensing andlm use of LNG fuel, even d City is advised in
advance of the possibility or certainty of such damages and even d Franchisor
awards or establishes a failure of essential purpose of any limited remedy provided
in this Agreement.
10.0 Warranties. Franchisor purchases the LNG fuel wAs and City makes no warranty,
express, implied or otherwise, Including, but not limited to, any wanarNes of
merchantability, or firress for a particular purpose.
Services Agreement between the City of Fresno and Allied Waste Services of Fresno
SECTION 11 -MISCELLANEOUS PROVISIONS
11.1 Dispute Resolution d Opporpospi st Cure, Prior to filmi; suit for any claim
under this Agreement for any alleged breach, the aggrieved party shall first give
the other party an opportunity to cure the alleged breach by sending written notice
to the breaching party and giving the breaching party a minimum of thirty (3g) days
from the receipt at notice to cure the alleged violation.
11.1 Attorneys' Fees. If a party to this Agreement brings any action, Including an
action for declaratory relief, to enforce or interpret the provision of this Agreement
the prevailing party shall W entitled to reasonable attorneys fees in accuon to any
other relief to which that parry may be entified.
11.3 Venus. In the event that either party brings any action against the other under
this Agreement, the Parties agree that venue for such action shall M exclusively in
Fresno County Superior Court or in the United States District Court for the Eastem
District of California.
11.4 Severability. It is not the intent of either party to violate any laws of the State of
Calffomra or of the United Stales: it a cow of competent jurisdiction finds or miss
that any provision of this Agreement is invalid, void, or unenforceable, the
provisions of this Agreement not so adjudged shall remain in full force and effel
The invalidity of any provision of this Agreement shall not void or affect the validity
of any other provision of this Agreement. The parties agree that in the event any
provision of this Agreement is had by a cow of competent jurisdiction to be in
contravention of any such lava, then the parties will enter into Immediate
negotiations to reotRy, the offending clause or clauses. The remainder of this
Agreement shall remain in full force and effect.
11.5 Waiver. The failure of any party to enforce, at any time or for any perad of time,
the provisions hereof shall not be construed as a waiver of such provisions or of
the rights of any pant to enforce each and every provision.
11.6 No Implied Waiver Breach The waiver of any breach of a spec provision
of this Agreement does not constitute a waiver of any other breach of Mat term or
any other term of this Agreement.
11.7 Successors and Positions. The provisions of this Agreement shall insure to Me
benefit of and shall appy to and bind the successors and assigns of the Padres.
The requirements and bandits of this Agreement may not be assigned transferred
or delegated without the written consent of all parties hereto. This agreement
does not create any third party rights or interests.
Services Agreement between the City of Fresno and Allied Walk Services of Freara
11.8 Contract Administration. The Cl Fleet Manager and the Franchisee's
General Manager shall be designated as each parry's "Contred Administrator".
This Agreement shall be administered by and correspondence shall be directed to
these Contract Administrator or their authorized designees.
11.9 Notice pray written notice to City shall be sent to
City of Fresno Fleet Management Division
2101 "G" Street Building "F"
Fresno, CA 93706
Any wird en notice to Franchisee shall be sent to'.
Allied Waste Services of Fresno
5551 North Golden State Boulevard
Fresno, CA 93722
Notices shall be delivered persona0y, by confirmed Facsimile, or by prepaid U.S..
Mail,
11.t0 Inmaragon antl Precedence of Documents. This Agreement, inducing the
Exhibits adecha hereto and incorporated herein, is the entire and integrated
agreement between City and Franchisee and supersedes all prior negotiations,
representations, or agreements, either written or oral. In event of a conflict, the
body of the document all control the exhibits.
t1.1t Counterwrts This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
Senecas Agreement between the City of Fresno and Allied Waste Services of Fresno
The Parties have executed this Agreement as of the Effective Date.
CITY OF FRESNO
�APPPPRRO�VEEEDDASS TO FORM:
Clty Attorney"�f
ALLIED WASTE SERVICES OF FRESNO
APPROVED:
qpjt
y
DAN CAPENER
General Manag
APPROVED:
16t�� �
MARK SCOTT
City Manager
AMOT:
YVONNE SMME. CMC
CITY CLERK
D�ery
Servkes Agreanienl Debeen th City of Fresno antl Allietl Wasle Services of Fresno
M•'REPORT TO THE CITY COUNCIL AGENDA ITF1v1 N0.
�� IG
COUNCIL
�MMEETING/yJ 1111/11
December 1, 2011 C9
HTdgECTOfl
cm w we
FROM: PATRICK N. WIEMILLER, Director
Department of Public Utilities //���
BY: JOHN M. WATKINS, Management Analyst 111
Department of Public Utilities ////
SUBJECT: APPROVE AGREEMENTS WITH ALLIED WASTE (ALLIED) AND MID VALLEY DISPOSAL
(MID VALLEY) FOR PROVIDING THEIR TRUCK FLEETS WITH LNG FUEL AT THE CITY'S
FUELING FACILITIES
RECOMMENDATION
Staff recommends that Council approve agreements with Allied Waste (Allied) and Mid Valley. Disposal (Mitl
Valley) for providing their truck fleets with LNG fuel at the City's fueling fadlibers.
EXECUTIVE SUMMARY
As pad of the exclusive commercial solid waste (CSW) franchise agreements with Allied and Mid Valley, the
City sold its fleet of CSW trucks to those Me (2) containers. Sine most of these trucks require LNG filet and
the City has an LNG fueling station at its Municipal Service Center (MSC) on "G" Street in Fresno, the City
desires to provide LNG fuel to the franchisees at an agreed upon price. By utilizing the City's LNG fueling
station rather than going to a private operator, the franchisees are helping the City to recover the coats of the
fueling station equipment and staff.
These fueling agreement must be in place by December 5, 2011, which is He contractual date of CSW
waves change from the City to the franchisees.
BACKGROUND
On September 28. 2011, Council approved exclusive franchises for providing commercial solid waste (CSW)
collection services within the City of Fresno to Allied and Mid Valley. As pod of the franchise agreements with
both companies, the City sold Its fleet of CSW trucks to them Since most of these trucks require LNG Net and
the City has an LNG fueling station at its Municipal Service Center (MSG) on 'G' Street in Fresno, the City
desires to provide LNG fuel to the franchisees at an agreed upon price. By utilizing the City's LNG fueling
station rather than going to a private operator, the franchisees are helping the City to recover the costs of the
fueling station equipment and staff.
It is recommended that Council approve agreements Am Allied and MM Valley for providing their truck fleets
with LNG fuel at the City's fueling facilities so that the transition from CM CSW collection service to franchise
CSW collection service can occur as scheduled on December 5, 2011.
PemnlMlo ry I
Ouunsc.rn
REPORT TO THE CITU COUNCIL
Approve Agreements Wilh Allied And Mid Valley For Pm rdmg Their Truci Fleets With LNG Fuel
Oacember 1, 2011
Page 2
FISCAL IMPACT
By imibng me City s LNG fueling station rather than going to a private operator, the franchisees are helping
the City to recover the costs of the fuelling station equipment and stall. The franchisees will pay a fuel price that
is suffloent to pay for all City costs related to the lusting station operations.
Also, these fueling agreements are needed in order to fulfill the City'a iranohise agreements Mh All ant Mid
Valley, which are expected to provide approximately $2.5 million in revenue annually to the City General Fund.
Aft l:
S Icv Agreement Iw LNG Fuel
SERVICES AGREEMENT BETWEEN THE CITY OF FRESNO
AND NAME OF FRANCHISEE
LNG FUEL DISPENSING SERVICES
THIS AGREEMENT for LNG Fuel Dispensing Services ('Agreement') Is made by add between
the City of Fresno, a municipal corporation ('City') and Name of Franchisee ("Franchisee")
Qogether sometimes refened to as the 'Partles') as of the 'Effective
Date").
RECITALS
A. City and Franchisee have entered into that certain Franchise Agreement dated
November 1, 2011 (-Franchise Agreement') pursuant to which Franchisee will provide solid
waste, recyclable materials. and organic materials collection services in a designated service
area within the City.
B. Pursuant to Sections 8.3 .1 and 8A of has Franchise Agreement, City and Buyer have
entered into that certain Purchase Agreement, whereby Franchise will purchase from City
certain City -owned collection trucks ("Trucks') and containers used to collect sold waste,
recyclable materials and organic materials within the City. The Purchase Agreement requires
that Franchisee take possession of the Trucks prior to December 0, 2011.
C. The Trucks use Liquefied Natural Gas (LNG) as Wel.
D. Cry operates a LNG fueling facility, and Franchisee desires the right to purchase LNG
for the Trucks at City's f polity.
NOW, THEREFORE, the Parties agree as follows
SECTION 1 - SERVICES. Subject to the terms and conditions set forth in this Agreement, and
as authmrsed by controlling law, the City shall provide to Franchises the services described and
incorporated herein, at the time and place and in the manner specified therein.
SECTION 2 -TERM OF SERVICES. The term of this Agreement shall be for a term of one (1)
year commending on the Effective Date, but may be extended by written notice between the
parties per Section 9.2 of this agreement.
SECTION 3 - SCOPE OF SERVICES
3.1 Locution. The City agrees to provide LNG fuel dispensing services at the City -
owned and operated fueling fadlibes located at: 2191 'G" Street, Fresno CA 9370
(the 'City 'a LNG Fueling Facility").
3.2 Hours of Operator. The City will provide Waling services between the hours of
9-.0 AM and 6 W PM. Monday through Saturday.
3.3 Automated Fueling Authorization Hardware The City maintains necessary
fueling compel and associated hardware (the "Automated Fueling Hardware')
in order to allow automated fueling transactions at the City's LNG Fueling Facirdy.
Pape 1 or 7
Upon retirement of the vehicle, or termination of this Agreement, the Automated
Fueling Hardware shall be removed from the Trul and returned to Ne City's
possession. Failure to do so shall result in Franchisee being obligatetl to pay to
the City the sum of $400 W for each vehicle whose Automated Fueling Hardware
is not returned to the City.
SECTION 4 - COMPENSATION Franchisee shall pay Cay for services rendered pursuant to
Nis Agreement at the time and In the manner set forth herein. The payments specified below
shall be the only payments from Franchisee to City for services rendered pursuant to this
Agreement. City shall submit all invoices to Ne Franchisee in the manner specified herein.
Franchisee has no responsibility to pay any sums beyond the compensation set forth in this
Agreement.
4.1 Invoices. City shall. submit monthly Invoices during the term of this Agreement,
string forth the cost for services performed and reimbursable casts incurred prior
to the irrvoice date. Invoices shall contain Ne following information:
• The beginning and ending catse of Ne billing pehod:
• Arelaited statement of all fueling transactions that Includes vehicle number',
•
transaction datetlime, and number of gallons dispensed
• Cost of fuel per gallon for the billing period;
• A detailed accounting of Fetleral. State and Local taxes to be collected,
• The City s Contract Administrator signature.
4.3 Payment by Franchisee Franchisee shall pay City far the invoiced amount no
later than thirty (30) days after he Franchisee receives the Invoice.
4.3 Payment upon Termination In the event that the City or Franchisee terminates
this Agreement pursuant to Section 9. the Franchisee shall compensate the City
for all outstanding costs and reimbursable expenses incurred for work satisfactorily
completed as of the date of written notice of tennination. City shall maintain
adequate documentation to verify costs Incurred to that date.
4.4 Fueling Service Fees. The Franchisees agrees to pay the Clry for LNG fuel
dispensing services provided to the Franchisees Trucks at the rates set forth in
Secbon 5 of this Agreement. The City will invoice Ne Franchisee for actual
service(s) provided In accordance with the rates set forth herein.
SECTION 5 - PRICING
5.1 Purchase Price — Thepurchase price paid by Franchisee for LNG purchased from
the City's LNG Fueling Facility shall be Ne sum of the fallowing'.
5.1.1 The price paid by City for the LNG, together with all costs incurred by City
in receiving the LNG, including but not limited to all delivery charges and
costs for liquefaction',
5.1.3 All applicable Federal, State, and local taxes, and
5.1.3 The cost to provide station maintenance, fueling personnel, automated
transection hardware, and support services. The con far the first year of
this Agreement shall be $0.25 per gallon. Time price component will ba
Page 2 of 7
adjusted based on recalculation of elation operating and maintenance
cost prior to each annual extension to the Agreement.
5.2 Federal Incentive for Alternative Fuel The Safe, Accountable, Flexible, Effc ent
Transportation Equity Ad provides an incentive when LNG is used as 'motor
vehicle' fuel. The Incentive buvently a $1150 per gallon rebate) is provided to
businesses, individuals, and tax-exempt enibies that sell or, in some cess, use
the fuel. Upon receipt of rebate by Me City, Or any, the City shall nambume to the
Franchises the amount of the tax rebate per gallon multiplied by the number of
gallons purchase during the tax mooning period, in the form of a credit against the
outstanding balance of the purchase price awed the City by Me Franchises,
SECTION 6 - FUEL OUAIIW SPECIFICATIONS
6.1 The LNG fuel supplied shall meet or exceed all current and Cummins natural gas
engines.
6.2 The liquid natural gas(LNG) fuel famished shall meet the following minimum
specifications
Methane content: minimum 67%.
Ethane content: maximum.2%.
Nitrogen content: maximum 3%.
SECTION T -STATUS OF CITY.
7.1 Independent Contractor. At all times during the is" of Nis Agreement, City
shall be an independent contractor arch shall not be an employee of Franchisee.
Franchisee shall not have the right to control the means by which City
accomplishes services rendered pureuard to this Agreement.
7.2 Not an Audi Except as Franchisee may specify In writing, City shall have no
authority, express or implied, to ad on behalf of Franchisee in any capacity
whatsoever as an agent. City shall have no soterly, express or implied, pursuant
to this Agreement to bind Franchisee to any obligation whatsoever.
SECTIONS -GOVERNING LAW. The laws of the State of California shall govern his
Agreement.
SECTION 9 -TERMINATION AND MODIFICATION.
9.1 Termination. City and Franchisee may terminate this Agreement at any time and
without cause upon the delivery, of 30 days written notihc rtmn to to other Party. In
the event of temlination, City shall be entitled to compensation for the services
Performed to the effective bate of termination. and Franchisee shall return the
Automated Fueling Hardware as required by Section 3.3.
Page 3 of 7
9.2 Extenslons. The Parties may extend this Agreement only by a wntirg signed by
the Contract Administrator of each Party as defined in section 11.8 of this
agreement, and consistent with the City's constitutional and local law
requirements.
9.3 Amendments. The Parties may amend this Agreement only by a writing signet
by the Contract Administrator of each Party as defined in section 11.8 of this
agreement and consistent with the City's constitutional and local Ise
requirements.
9.0 Survival. All obligations arising prior to Me termination of this Agreement and all
Indemnity previsions shall survive the termination of this Agreement.
SECTION 10 -LIMITATION OF LIABILITY AND E%CLUSION OF WARRANTIES
10.1 LlabillN. City shall not be liable to Franchisee or Franchisee's insurers) for, and
Franchises and its insurers) hereby waives and releases City from, any and all
Ions, liability, fines, Penalties, forfe0ures, costs and damages (whether in contral
tort or strict liability, Including but not limited to personal injury, death at any time
and property damage) Incurred by Franchisee or any other Person, and ham any
and all claims, demands and actions in law or equity (Including aftomey's fees and
litigation expenses), arising or alleged to have arisen directly or Indirectly out of the
Performance of this Agreement, including, but not limited to, any sale, dispensing
anchor use of LNG fuel.
In no event shall City be liable for arty actual, special, direct, indirect, incidental or
consequential damages arising out of or related to this Agreement, including, but not
limited to, any sale, dispensing arbor use of LNG fuel, even d City is advised in
advance of the possibility or certainty of such damages and even 8 Franchisee
asserts or establishes a failure of essendal purpose of any limited remedy Provided
in this Agreement.
10.2 Wamandes. Franchisee purchases the LNG fuel as -is and City makes no warranty,
express, implied or otherwise, including, but not limited to, any warranties of
merchantability, or Frees for a particular purpose.
SECTION 11 - MISCELLANEOUS PROVISIONS.
11.1 Dispute Resolution and Opportunity to Cure Prior to filing suit for any claim
under this Agreement for any alleged breach, the aggrieved party shall first give
the other parry an opportunity to cure me alleged breach by sending winter notice
to the breaching party and giving the breaching Party a minimum of thirty (30) days
from the receipt of notice to cure the alleged violation.
11.2 Atterneva' Fees If a pant to this Agreement brings any action, including an
action for declaratory relief, to enforce of interpret the provision of this Agreement
the prevailing party shall be emitted to reasonable athimeye fees in addition to any
other relief to which that parry may be entitled.
Page 4 of 7
11.1 Venue. In the event that either party brings any action against the other under
this Agreement, the Parties agree Mat venue for such action shall be exclusively in
Fresno County Superior Court or In the United States District Court far the Eastern
District of Contains
11.4 Severability. It is not the intent of either party to violate any laws of the State of
California cr of the United States. Its council competent jurisdiction finds or miss
Mat any provision of this Agreement is invalid, void, or unenforceable, the
provisions of this Agreement not so adjudged shall remain In full farce and effect.
The Invalidity of any provision of this Agreement shall not void or affect the validity
of any other provision of this Agreement. The parties agree that in the event any
provision of this Agreement is held by a court of competent jurisdiction to be In
contravention of any such laws, then the parties will enter into immediate
negotiations to rectify the chording clause or clauses. The remainder of this
Agreement shall remain In full force and effect.
11.8 Waiver. The failure of any party to enforce, at any time or for any period of time,
the provisions hereof shall not be construed as a waiver of such provisions or of
Me rights of any pari to enforce each and every provision,
11.6 No Implied Waiver of Breach. The waiver of any breach of a specific provision
of this Agreement does not constitute a waiver of any other breach of that term or
any other term of this Agreement.
11.1 Successoet and Assigns. The provisions of this Agreement shall Insure to the
benefit of and shall apply to and bind Me successors and assigns of the PaTes-
The requirements and benefits of this Agreement may not be assigned, transferred
or delegated without the written consent of all parties house. This agreement
does not veers any third parry rights or Interests.
11.8 Contract Administration The Chi's Fleet Manager and Me Franchisee's
General Manager shall ba designated as each party's "Contract Administrator'.
This Agreement shall W administered by and correspondence shall be directed to
these Contract Administrators or their authorized designees.
11.9 Notices. Any wnften notice to City shall be sent to
City of Fresno Fleet Management Division
3101 "G" Street Building "F"
Fresno, CA 90708
Any written notice to Franchisee shall be sent to'.
Franchisee's name and address
Notices shall be delivered personally, by confirmed Facsimile, or by prepaid U.S.
Mail
11.10 Integration and Precedence of Documents This Agreement, including the
Exhibits attached hereto and Incorporated herein, is the entire and integrated
agreement between City and Franchisee and supersedes all prior negotiations.
Pages of
representations, or agreements, either written or oral. In event of a conflict, the
body of the Document shall control the exhib0s.
11.11 Counterparts This Agreement may be executed in multiple counterparts, each of
Mich shall be an original and all of which together shall constitute one agreement.
PaOc 6 ul 7
The Parties have executed this Agreement as or the Effective Date.
[Nlf[•li :�1 9
APPROVED AS TO FORM: APPROVED:
City Attorney KENNETH HAMM
Director or Transportation
FRANCHISEE NAME
APPROVED:
FRANCHISEE SIGNING AUTH. NAME
Fanchis" Signing Authority The
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MARK SCOTT
City Manager
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