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Shared Services Agreement Fuel Procurement The AGREEMENT made this 1st day of July 2023 by and between the following parties: The Webster Central School District (hereinafter "SCHOOL"), a municipal corporation with offices at 119 South Avenue, Webster, NY 14580; and the North East Joint Fire District (hereinafter "DISTRICT"), a fire district with a mailing address of PO Box 361, Webster, NY 14580; and the Village of Webster (hereinafter "VILLAGE"), a municipal corporation with offices at 28 West Main Street, Webster, NY 14580 and the Webster Volunteer Fire Department (hereinafter "DEPARTMENT"), a volunteer fire organization operating as a 501(c)(3) with offices at 35 South Avenue, Webster, NY 14580. WITNESSETH WHEREAS, the SCHOOL independently maintains gasoline and diesel fueling stations at their Buildings and Grounds Department located at 110 Sanford Street, Webster, NY 14580 and at their Transportation Department located at 1000 Document Drive, Webster, NY 14580; and WHEREAS, the DISTRICT, DEPARTMENT, and VILLAGE require the procurement of gasoline and diesel fuel for their respective vehicles; and WHEREAS, the DISTRICT, DEPARTMENT, and VILLAGE are authorized to enter into a cooperative shared services agreement with the SCHOOL to procure gasoline and diesel fuel for their respective municipal operations, duties and responsibilities; and WHEREAS, the respective governing boards of each PARTY have determined it to be in the best interest of the PARTIES to enter into this AGREEMENT; and WHEREAS, the governing board of each PARTY, by official action, has authorized the execution of the AGREEMENT; and NOW THEREFORE, in consideration of the promises and covenants contained herein, it is mutually agreed by and between the PARTIES hereto as follows:
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ARTICLE I Location and Availability 1.1
1.2
1.3
The locations of the fuel procurement covered by this agreement shall be determined by the SCHOOL and may include the SCHOOL maintenance facility located on Sanford Street and the SCHOOL Transportation Department located on Document Drive. In general terms, for fuel dispensing, the SCHOOL fueling facility on Sanford Street is available twenty-four (24) hours a day and the SCHOOL fueling facility on Document Drive is available during normal business hours. In the event that fuel procurement is not available at any SCHOOL fueling facility, for any reason, it is imperative that the DISTRICT, DEPARTMENT, and VILLAGE have an alternate fueling plan in place, and in no event shall any PARTY to the AGREEMENT be liable to the others for damages or claims due to interruptions in fuel or fueling facility availability. ARTICLE II Operation, Fuel Costs and Billing
2.1
The SCHOOL, as needed, shall issue the DISTRICT, DEPARTMENT, and VILLAGE any required fuel access keys, user codes and other required security and tracking information required to procure fuel and properly and accurately track fuel procurement.
2.2
The SCHOOL shall administratively facilitate the items and information described in Section 2.1.
2.3
The SCHOOL shall charge the DISTRICT, DEPARTMENT, and VILLAGE the direct New York State Contract purchase price that the SCHOOL paid for fuel, both diesel and gasoline, and shall include no increases or mark-up of the direct fuel procurement costs. The per-gallon cost times the actual number of gallons dispensed during a billing period shall be deemed the base bill.
2.4
The SCHOOL shall maintain records adequate to monitor fuel usage of the DISTRICT, DEPARTMENT, and VILLAGE and shall utilize those records to provide monthly or periodic invoices to the DISTRICT, DEPARTMENT, and VILLAGE at the aforementioned business addresses.
2.5
The SCHOOL shall invoice the DISTRICT, DEPARTMENT, and VILLAGE for fuel procurements therefore on a monthly or periodic basis, and the DISTRICT, DEPARTMENT, and VILLAGE shall pay the SCHOOL for the amount invoiced within forty-five (45) days from the receipt of the invoice.
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2.6
The SCHOOL shall invoice the DISTRICT, DEPARTMENT, and VILLAGE for administrative costs required to provide fuel procurement services. The administrative fees shall amount to 2% price per gallon increase. ARTICLE III Cooperation and Term of Agreement
3.1
For their mutual benefit, the DISTRICT, DEPARTMENT, and VILLAGE agree that each party will cooperate and comply with the operational rules, regulations and procedures developed by the SCHOOL for such fuel procurement services and each will act reasonably and in good faith in accomplishing the intent and purpose of this AGREEMENT.
3.2
The initial term of this AGREEMENT shall be from the date of AGREEMENT execution through December 31, 2025. The AGREEMENT shall continue for additional five (5) year periods thereafter unless a notice of non-renewal is served by any PARTY upon another holding AGREEMENT interest with the other.
3.3
Any PARTY may withdraw from this AGREEMENT by giving six (6) months advance notice in writing to the other PARTIES. In the event of a termination by such PARTY, the PARTY's rights and obligations under this AGREEMENT shall terminate, with the exception of any liability or responsibility incurred as proscribed in Section 4.1 hereof, provided, however, that the basis for any such claim shall have occurred during the term of the AGREEMENT. ARTICLE IV Indemnity and Insurance
4.1
The PARTIES agree that each will perform its duties and/or exercise its rights under this AGREEMENT in such a manner as not to create an unreasonable risk of liability or damage to the others. In the event that the DISTRICT, DEPARTMENT, or VILLAGE performs or acts under this AGREEMENT in a negligent or intentional manner, causing damage or liability to any PARTY to this AGREEMENT, the PARTY causing the damage or liability shall hold harmless, defend at its expense, indemnify, and make whole the other involved PARTY from such damage or liability.
4.2
The DISTRICT, DEPARTMENT, and VILLAGE agree to each maintain, at minimum, commercial liability coverage, including contractual liability coverage, naming the SCHOOL as an additional insured, in a minimum amount of $2,000,000 from appropriate insurance companies or such other amount as the PARTIES may agree upon from time to time.
4.3
The DISTRICT, DEPARTMENT, and VILLAGE agree to each maintain automobile liability coverage for owned, leased, non-owned and hired vehicles insured in the
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minimum amount of $2,000,000 from appropriate insurance companies or such other amount as the PARTIES may agree upon from time to time. 4.4
The DISTRICT, DEPARTMENT, and VILLAGE each agree to provide evidence of insurance coverage in the form of an insurance certificate which shall state that coverage afforded under the policies will not be cancelled, altered, or non-renewed until at least thirty (30) days prior written notice has been given to the SCHOOL. ARTICLE V Miscellaneous
5.1
Every provision of this AGREEMENT is intended to be severable. If any provision is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified or rescinded to the extent necessary to comply with the law and all other provisions shall continue in full force and effect.
5.2
This AGREEMENT contains the complete AGREEMENT between the PARTIES and may not be modified except in writing and signed by all PARTIES. Upon its effective date, this AGREEMENT supersedes any prior agreements or understandings, writing or oral, pertaining to this matter.
In Witness Whereof, the PARTIES have caused this AGREEMENT to be executed by their respective duty authorized officers on the day and year first above written. WEBSTER CENTRAL SCHOOL DISTRICT
WEBSTER VOLUNTEER FJR1DEPARTMENT Gerald Daloia, President/Chairman of the Board 6/29/2023
NORTH EAST JOINT FIRE DISTRICT Executive Director/Secretary Pursuant to Board Approved 06/29/23 Agreement Signed 07/23/19
VILLAGE OF WEBSTER
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