HomeMy WebLinkAboutMid Valley Disposal - LNG Fuel Dispensing ServicesSERVICES AGREEMENT BETWEEN THE CITY OF FRESNO
AND MID VALLEY DISPOSAL
LNG FUEL DISPENSING SERVICES
THIS AGREEMENT for LNG Fuel Dispensing Services ("Agreemeni is made by aid between
the City of Fresno, a municipal corporation ("City) and Mid Valley Disposal ("Franchisefl
(together sometimes referred to as the "Parties") as of 12JOY111(the 'Effective Date').
RECITALS
A. Celt' 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.
R. Pursuant to Sections 8.3.1 and 8,4 of the Franchise Agreement, Ctly and Franchisee
have entered into that certain Purchase Agreement, whereby Franchise will purchase
from City certain Coy -awned collodion trucks (Trucks") and containers used to polled
solid waste, recyclable materials and organic materials within the City. The Pureness
Agreement requires met Franchisee take possession of the Trucks prior to December 4,
2411.
G The Trucks use Liquefied Natural Gas(LNG)as fuel
D. City operates a LNG fueling facility, and Franchisee desires the fight to purchase LNG
for me Trucks at City's facilely.
NOW, THEREFORE, Rie Parties agree as follows:
SECTION 1 - SERVICES. Subject to to terms and conditions set forth In this Agreement, and
as authorized by controlling law, the City shall provide to Franchisee the services described and
Incorporated herein, at the time and place add in the manner specified therein.
SECTION 2 -TERM OF SERVICES The term of this Agreement Shell be for a tern of one (1)
year commencing on the Effective Date, but may be efdended by written notice between the
parties per Section 9 2 of this agreement.
ECTION 3 - SCOPE OF SERVIC
3.1 Location. The City agrees to provide LNG fuel dispensing services at the City
owned and operated fueling facittes located at: 2101 'G" Street, Fresno CA 93706
(the "City's LNG Fueling Facility).
32 Hours of Operator. The City will provide fueling services between the hours of
9:00 AM and 6:00 PM, Monday through Saturday.
Servlws Agreement Mtween Me City of Fresno and Mitl Valley Disposal
3.3 Automated Fu ino Au rairubu on Hardware The City maintains necessary
lualing ccxnputer(s) and associated hardware (ihe'Automated Fueling Hardware")
in order to allow automated fueling transactions at the Cdys LNG Fueling Facility.
Upon retirement of the vehicle, or termination of this Agreement, the Automated!
Fueling Hardware shall be removed from Me Tail and returned to the Gay's
possession. Failure to do so shall result in Franchisee being obligated to May to
Me City the sum of 5400.00 for each vehicle whose Automated Fueling Hardware
is not returned to the City.
SECTION 4 -COMPENSATION Franchisee shall pay City for services rendered pursuant to
this 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 faith in this
Agreement.
4.1 Invoices. City shall submit monthly Invoices during the term of this Agreement,
setting forth Me cost for services performed and reimbursable costs incurred prior
to the invoice date. Invbices shall contain Me following information:
• The beginning and ending dates of the billing period;
• A detailed statement of all fueling transactions Mat includes vehicle number;
• transaction eatedime, and number of gallons dispensed;
• Cost of fuel per gallon for the billing period;
A detailed accounting of Federal, State and Local taxes to be collected;
• The City's Contract Administrator signature.
4.2 Pai by Franchisee. Franchisee shall pay City for Me invoiced amount no
later than thirty (30) days after the Franchisee receives Me invoice.
4.3 Pavmna upon Termination In the event Mat the City or Franchisee terminates
this Agreement pursuant to Section 9, Me Franchisee shall compensate Me City
for all outstanding costs and reimbursable expenses Incurred for work satisfactorily
completed as of to date of written notice of termination. City shall maintain
adequate documentation to verily costs incurred to Mat date.
4.4 Fueling Service Falls . The Franchisee agrees to pay the City for LNG fuel
dispensing services provided to the Franchisee's Trucks at the rates set forth in
Section 5 of Mis Agreement. The City will invoice the Franchisee far actual
semce(s) provided inamomance with the rates set forth herein.
ECTION 5 - PRICING
5.1 Purchase Price— The purchase price paid by Franchisee for LNG purchased from
the Guys LNG Fueling Facility shall be the sum M the following'
5.1.1 The price paid by City for the LNG, together with all per gallon payment
obligations to Chad parry fuel providers Incurred by City In receiving the
Services Agreement between the City of Fresno and Mid Valley Disposal
LNG, including but not limited to all delivery charges and costs for
liquefact'wn;
5.12 All applicable Federal, State, and local laxii and
5.1.3 The cost to provide station maintenance, fueling personnel, automated
transaction hardware. and support servlees. The cost for all such
maintenance, hardware and other services (apart Tom the cost of fuel.
fuel deliveryand liquefaction described in section 5.1.1) for the first year
of this Agreement shall be $0.25 per gallon. This price component will be
adjusted based 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, Flexible. Efficient
Transportation Equity Act provides an incentive when LNG is used as `motor
vehicle' fuel. The inceni (currently a $0.50 per gallon rebate) a provided to
businesses, individuals, and tax-exempt entities that sell or in some Cases, use
Me fuel. Upon receipt of rebate by the City, if any, Me City shall reimburse to the
Franchisee the amount of the tax rebate per gallon multiplied by the number of
gallons purchase during the tax reporting period, In the form of a credit against the
outstanding balance of the purchase price owed the City by the Franchisee.
SECTION 6 - FUEL OU9LJTY 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 furnished shall meet the following minimum
specifications:
Methane cement: minimum 9T%.
Ethane content: maxlmum.2i
Nitrogen content: maximum 3%.
SECTION T - STATUS OF CRY
7.1 independent Contractor. At all times during the term N this Agreement. City
shall be an independent contractor and shall not be an employee of Franchisee.
Franchisee shall not have Me right to control the means by which City
accomplishes services rendered pursuant to Mid Agreement.
7.2 Not an Adept. Except as Franchisee may specify in writing, City shall have no
authority, express or implied to act on behalf of Franchisee in any capacity
whatsoever as an agent. Cry shall have no authority, express or Implied pursuant
to this Agreement to bind Franchisee to any obligation whatsoever.
Services Agreement between the City of Fmsnn and Mid Valley Disposal
SECTIONS -GOVERNING LAW The laws of the State of California shall govern this
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 notification to the other Party. In
me event of termination, City shall be entbled to compensation for the services
pedortnetl to the effective date of termination, and Franchisee shall retum me
Automated Fueling Hardware as recipient by Sari 3.3,
9.2 Extenslons. The Parses may extend this Agreement only by a writing signed by
the Contract Administrator of each Party as defined in section 11.8 of this
agreement, and consistent with the C9y's constitutional and local law
requirements,
9.3 Amendments. The. Parties may amend this Agreement only by a writing signed
by the Contract Administrator of each Party as defined in section 11.8 of this
agreement, and consistent wfin the City's constitutional and tical few
requirements.
9.4 Survival. All obligations arising prior to the termination of this Agreement and all
indemnity provisions shall survive the termination of this Agreement.
SECTION 10- LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTIES
10.1 Liability. City shall not be liable to Franchisee for, and Framarmat hereby "was
and releases City from, any and all loss, liability, fines, penalties, romance, costs
and damages (whether in contract, 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 from any and all claims, demands and actions In law or
equity (including attorneys toes and Ikfgation expenses), arising or alleged to have
arisen directly or indirectly out of me performance of this Agreement, including, but
not limited to, any sale, dispensing ai use of LNG fuel except for those claims
arising tram the active negligence or active misconduct of the City or Its employees
and agents. [Dan,I do not see how we can sign an agreement that binds aur
Insurers. They would need to agree to this, which we would have to mn by our risk
,management dept at corporate.
In no event shall City be liable for any actual, special, direct. indirect, incidental or
consequential damages arising and of or related to this Agreement, including, but not
limited to, any sale, dispensing antl/or use M LNG fuel, even if CM is advised In
advance of the possibllfry or certainty of such tlamages and even If Franchisee
assets of immanence anence a failure of essential purpose of any limited remedy recycled
in this Agreement
Serious Agreement between the Cly of Fresno and Mid Valley Disposal
10.2 Wapentes. Franchises purchases the IAG fuel as -is and City makes no warranty,
express, implied or otherwise, including, but not limited to, any Minorities of
merchantabilM, or handed for a pedicular purpose.
SECTION 11 - MISCELLANEOUS PROVISIONS
11.1 0180WO Resolution al 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 party an opportunity to cure the alleged breach by sending watch 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 Attorneys' Pees. If a party to Mrs Agreement brings any action, Including an
acted for declaratory relief, t0 enforce or rntemret Me provision of this Agreement,
the prevailing party shall be shall to reasonable atomeye fees in addition to any
other relief to which that party may be entitled.
11.3 Venue. In the event that either may brings any amen against the other under
this Agreement, the Parties agree that venue for such action shall be exclusively in
Fresno County Superior Court or In the United States Oland Court for the Sudan
District d California.
11.A SwerebillN. It a not the intent d either pant to violate any laws of the State of
Caleomra or of the Unified Sates. If a coup of competent jurisdiction finds or miss
that any provision of this Agreement Is invalid, vord, or unenforceable, the
provisions of this Agreement not as adjudged shall remain in lull force 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 d this Agreement is held by a court of competent junsdicbon t0 be in
contravention d any such laws, then the ponies will enter into Immadlate
negotiators to rectify Me offending clause or clauses. The remainder of this
Agreement shall remain in lull force and effect.
11.5 Waiver. The failure of any party to enforce, at any time or for any period of time,
the provisions hereof shall net be wnstrued as a waiver of such provisions or of
the rights of any pant to enforce each and every provision.
11.6 No Implied Waiver of Shall The waiver of any breach of a specific provision
d this Agreement does not constitute a wafew of any other breach of that term or
any other term 0f this Agreement.
11.7 Successors and Assigns. The provisions of this Agreement shall Insure to Me
benefit of and shall apply to and bind the successors and assigns of Me Parties.
The requirements and banal of this Agreement may not be assigned, transferred
or delegated wthout the writen consent of all parties hereto. This agreement
dam not create any third pant rights or interests.
Services Agreement between the City of Fresno and Mid Valley Disposal
11.8 Contract Administration. The City's Fleet Manager and the Franchieee's
General Manager shall be designated as each partys "Contract Administrator.
This Agreement shall be administered by and correspondence shall be directed to
these Contract Administrators or their authored designees.
11.9 Notices. Any ended notice to City shall be sent to:
City of Fral Fleet Management Division
2101 "G" Street Building "F"
Fresno, CA 93106
Any written notice to Franchisee shall be sent to:
Mid Valley Disposal
15300 West Jansen Avenue
Kerman, CA 93630
Notices shall be delivered personally, by confirmed Facsimile, or by prepaid U.S.
Mail.
11.10 Integration and Preeedence 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 regionafions,
representations, or agreements, either warned or oral. In event of a conflict, the
hotly of the document shall control the edribits-
11.11 Counterparts. This Agreement may be executed In multiple counterparts, each of
which shall he an original and all of which together shall constitute one agreement.
Services Agreament between the City of Fresno and Mid Valley Disposal
The Parties have executed this Agreement as W Pie Elective Data.
CITY OF FRESNO
APPROVED AS TO FORM:
Ity
MID VALLEY DISPOSAL
AP VSD:
SEPIKALPAKOFF
erre Manager
APPROVED:
MARK SCOTT
City Manager
ATTEST:
YVONNE SPENCE, CMC
Cltt CLERK
Dyi
aN
Services Agreement between the City M Fresno and Mid Valley Disl l
CCry of
r REPORT TO THE CITY COUNCIL AGENDA ITEM NO. 'G
COUNCIL MEETING 12/1111
/� �pwrovEon Ry
December 1, 2011 4Zl��'Z�.
MOaECrflp
Cm wuc
FROM: PATRICK N. WIEMILLER, Director
OepartmeM of Public Utilities /��
BY: JOHN M. WATKINS, Management Analyst 111E/'
Department of PUNic 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
Stag recommends that Council approve agreements with Allied Waste (Allied) and Mid Valley Disweal (Mid
Valley) for providing their truck fleets with LNG fuel at the City's fueling facilities.
EXECUTIVE SUMMARY
As part of the exclusive commemial solid waste (CSW) franchise agreements with Allied and Mid Valley, the
City sold ifs fleet of CSW trucks to those two (2) companies. Since most of these tmcks require LNG fuel and
the C#y has an LNG fueling station at its Municipal Service Center (MSC) on -G- Street in Fresno, the Cry
desires to provides LNG Mel to the franchisees at an agreed upon once. By utilizing the City's LNG fueling
station rather than going to a private operator, the franchisees are helping the City to recover the costa N the
fueling station equipment and stall.
These fueling agreements must be in place by December 5, 2011, which Is the contractual date of CSW
aervice change from the City to the franchisees.
LCNXH:LIR2L•:
On September 29, 2011, Council approved exclusive fanchisss for providing commemial solid waste (CSW)
collection services within the City of Fresno to Allied and Mk Valley. As part M the franchise agreements with
both companies, the City sold its fleet of CSW trucks to them. Since most of these trucks require LNG fuel and
the City has an LNG fueling stanch at its Municipal Service Canter (MBG) on `G' Street In Fresno, the City
deaires to provide LNG fuel Is the franchisees at an agreed upon price. By utilizing the City's LNG fueling
station rather than going to a pnvaM 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 with Allied and Mid Valley for providing their truck needs
with LNG Mel at the City's fueling facilities so that the transition from City CSW co0ection service to franchise
CSW collection service can occur as scheduled on December 5, 2011.
"onhArocm 1
core aµ
o'svw,wn -
—
REPORT TO THE CITY COUNCIL
Approve Agreements With Allied And Mid Valley For Providing Their Truck Fleets AIM LNG Fuel
December 1, 2011
Page 2
FISCAL IMPACT
By ublubrig the City's LNG fasting station rather Man going to a pMate operator he franchisees are
the City to recover the costs of Me fueling station equipment and staff. The franchisees will pay a fuel p
is sufficient to pay for all City costs related to the fueling station operations.
Also, Nese fuelirg agreements are needed In oncer to fulfill the City's franchise agreements with Allied
Valley, which are expected to provide approdmately $2.5 pill an in revenue annually to Me City Gener
AVBMmenL
Gavvm Agmnmanl for LNG Fuel