ROCHESTER-GENESEE REGIONAL TRANSPORTATION AUTHORITY BOARD OF COMMISSIONERS AGENDA ITEM COVER SHEET Board Meeting Date: June 5, 2014 Presenter: Scott Adair Subject: Resolution Authorizing the Fuel Service Agreement with the City of Rochester Background: The Authority seeks to continue the current fuel service agreement with the City of Rochester that expires May 31, 2014. Per resolution RGRTA 27-1998 the Board authorized the Authority to enter into a fuel service agreement with the City of Rochester to dispense unleaded gasoline to City-owned vehicles for the prevailing price per gallon plus an agreed upon surcharge. Per resolution RGRTA 50-2012 this agreement was updated for the provision of diesel fuel for Rochester Fire Department Vehicles at the prevailing price per gallon and agreed upon surcharge. The proposed agreement commencing June 2014 will be for a one-year (1) year period with options to extend for two (2) additional one-year periods. Financial Impact: Recommendation: Revenue: $.195 per gallon surcharge That the CEO be granted authority to execute an agreement with the City of Rochester for fuel service for the period of June 1, 2014 May 31, 2015 and the option to extend the agreement for an additional two (2) one year periods.
RESOLUTION: RGRTA 31-2014 RESOLUTION AUTHORIZING THE FUEL SERVICE AGREEMENT WITH THE CITY OF ROCHESTER WHEREAS, as authorized by the Board in Resolution RGRTA 27-1998, Rochester Genesee Regional Transportation Authority/Regional Transit Service Inc. (the Authority ) entered into a Fuel Service Agreement with the City of Rochester (the City ) pursuant to which the Authority dispenses unleaded gasoline to City-owned vehicles for the prevailing price per gallon based on the fluctuating cost of fuel calculated on a month-to-month basis as incurred by the Authority plus an agreed upon surcharge; and WHEREAS, as authorized by the Board in Resolution RGRTA 50-2012, Rochester Genesee Regional Transportation Authority (the Authority ) ratified the then current agreement dated June 7, 2010 to include a provision for the dispensing of diesel fuel to City-owned Fire Trucks vehicles for the prevailing price per gallon based on the fluctuating cost of fuel calculated on a month-to-month basis as incurred by the Authority plus an agreed upon surcharge; and WHEREAS, the term of the current agreement expires May 31, 2014; and NOW, THEREFORE, BE IT RESOLVED, that a Fuel Service Agreement be entered into with the City of Rochester for the period of June 1, 2014 May 31, 2015 with the option to extend the agreement for an additional two (2) one year periods; and IT IS FURTHER RESOLVED, that the officers and directors of the Authority are hereby authorized, empowered and directed, for and on behalf of the Authority, to perform any and all actions and to execute any and all documents on behalf of the Authority as they may deem necessary, appropriate or advisable to carry out the intent and purposes of the foregoing resolution. C E R T I F I C A T I O N The undersigned hereby certifies that the above is an excerpt from the Minutes of a Regular Meeting of the Rochester Genesee Regional Transportation Authority, which was held on June 5, 2014 and that the Resolution is still in full force and effect. Date: June 5, 2014 Rochester, New York James H. Redmond, Chairman
FUEL SERVICE AGREEMENT This Agreement, dated as of the day of, 2014, is by and between ROCHESTER GENESEEREGIONALTRANSPORTATION AUTHORITY and/orregional TRANSIT SERVICE, INC. (RGRTA/RTS), 1372 East Main Street, Rochester, New York 14609, and the CITY OF ROCHESTER, a municipal corporation having its principal office located at City Hall, 30 Church Street, Rochester, New York 14614 (the "City"). WHEREAS, RGRTA/RTS and the City desire to enter into an agreement whereby RGRTA/RTS will continue to dispense unleaded gasoline and diesel fuel from its facility at 1372 East Main Street, Rochester, New York (the "Facility") to City vehicles; and WHEREAS, RGRTA/RTS and the City have previously jointly participated in the cost of upgrading RGRTA/RTS's unleaded fuel pumps to provide for a fuel card reader system in order to make the RGRTA/RTS filling site compatible with the City's card-dispensing system; NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Fuel Card Reader System. The City shall provide fuel cards to all City vehicles using the site as well as to any and all RGRTA/RTS vehicles that require unleaded fuel at the Facility. 2. Pricing and Payment Terms. Purchase of Fuel. (i) (ii) Prior to the start of fueling services at the RGRTA/RTS filling site, the City shall provide RGRTA/RTS with written notice of the quantity and types of City vehicles that are proposed to use RGRTA/RTS's filling site. Such notice shall contain an estimate of the frequency of fueling for each vehicle and the estimated number of gallons at each fueling, so that RGRTA/RTS may properly plan fuel purchases. The City will provide an update of such notice when there is a proposed change in the vehicles, which will be using the fuel service. The City shall purchase unleaded and diesel fuel from RGRTA/RTS at the prevailing price per gallon of unleaded gasoline and diesel fuel, based on the fluctuating cost of unleaded and diesel fuel calculated on a month-to-month basis as incurred by RGRTA/RTS. The City shall also pay nineteen and one-half cents ($.195) per gallon surcharge to cover RGRTA/RTS's associated administrative and maintenance costs. Unleaded gasoline may be purchased by the City on a self-serve basis, twenty-four (24) hours per day, seven (7) days a week. Diesel fuel may be purchased only with the assistance of RGRTA/RTS staff during scheduled hours as mutually agreed upon so as not to conflict with the fueling of RTS buses. (b) Payment Terms. RGRTA/RTS shall prepare, on a monthly basis, an invoice for reimbursement of any and all fuel and administrative/administration expenses incurred, which invoice shall be due 1
and payable by the City within thirty (30) days of the invoice date. (c) Additional Reporting Requirements. RGRTA/RTS will provide to the City on a monthly basis an electronic copy of the "Activity Summary Report by Account by Driver" which represents the unleaded usage and the Diesel Fuel Usage Log which represents the diesel usage. 3. Term. The term of the Agreement shall be one (1) year and become effective June 1, 2014, and shall expire May 31, 2015. The agreement may be renewed for two (2) additional one-year terms based on the mutual consent of both parties unless sooner terminated in accordance with Section 5 or Section 5(b) of this Agreement. 4. Covenants. (b) In addition to any other covenants and agreements set forth elsewhere in this Agreement, RGRTA/RTS hereby covenants that, commencing on the date of this Agreement and continuing until the termination of this Agreement, RGRTA/RTS, its employees, agents, and representatives shall exercise reasonable care and use reasonable efforts to maintain and operate the Facility in a safe and efficient manner and in material compliance with all applicable laws and governmental regulations. In addition to any other covenants and agreements set forth elsewhere in this Agreement, the City hereby covenants that, commencing on the date of the Agreement and continuing until the termination of this Agreement, the City, its employees, agents and representatives shall exercise reasonable care and shall not act in a negligent or unsafe manner in the utilization of the Facility and shall comply with all applicable laws and governmental regulations. Without limiting the generality of the foregoing, the City hereby covenants that any and all of its vehicles that use the Facility shall be maintained and operated in a safe manner with due care and in material compliance with all applicable laws and governmental regulations. 5. Termination. (b) Either party reserves the right to terminate this Agreement at any time, with or without cause, upon not less than ninety (90) days prior written notice to the other party. Either party may terminate this Agreement immediately upon the occurrence of an Event of Default by, or with respect to the other party, as set forth in Section 6. 6. Events of Default. Any of the following will constitute an "Event of Default." Failure of the City to make any payment due hereunder within thirty (30) calendar days after it becomes due; (b) Failure by a party to perform any material obligation hereunder within ninety (90) calendar days after receipt of a written notice from the other party specifying in reasonable detail the default. If the default cannot reasonably be cured within the ninetyday period, it will not be an Event of Default so long as the party commences to cure the default within the ninety-day period and diligently pursues the cure to completion; 2
(c) (d) (e) (f) (g) (h) Entry of a decree by a court having jurisdiction with respect to the party in an involuntary case under the federal bankruptcy laws, or any other applicable federal or state bankruptcy, insolvency, or similar laws, which remains undismissed for sixty (60) calendar days; Appointment of a receiver, liquidator, custodian, trustee, or similar official for any part of the party's property; A court or regulatory authority ordered winding-up or liquidation of the party's affairs; Commencement by a party of a voluntary case under the federal bankruptcy laws or any other applicable federal or state bankruptcy laws or any other applicable federal or state bankruptcy, insolvency or similar laws; Consent by a party to the appointment of a receiver, liquidator, trustee, custodian, or similar official for any substantial part of the party's property; or Making of an assignment for the benefit of creditors by the party or the party's general failure to pay its debt as they become due. 7. Indemnification. (b) The City shall defend, indemnify and hold harmless RGRTA/RTS, its officers, directors, employees, agents, and representatives from and against any and all injuries, claims, suits, losses, damages, liabilities and expenses, including without limitation reasonable attorneys' fees and costs, for any and all injuries, damages, or losses to RGRTA/RTS arising out of the negligent act or omission or intentional misconduct of the City in connection with the performance of this Agreement, or any breach of this Agreement, by the City, its agents, employees or representatives. RGRTA/RTS shall defend, indemnify and hold harmless the City, its employees, agents, and representatives from and against any and all injuries, claims, suits, losses, damages, liabilities, and expenses, including without limitation reasonable attorneys' fees and costs, for any and all injuries, damages or losses to the City arising out of the negligent act or omission or intentional misconduct of RGRTA/ RTS in connection with the performance of this Agreement, or any breach of this Agreement, by RGRTA/RTS, its agents, employees, or representatives. 3
8. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto with regard to the subject matter hereof, and supersedes all other agreements and understandings, written and oral, relating to the subject matter hereof. This Agreement may not be amended or modified, nor may any of its provisions be waived, except by writing executed by both of the parties hereto. 9. Severability. The lack of enforceability or invalidity of any provision or provisions of this Agreement shall not render any other provision or provisions herein contained unenforceable or invalid and the provisions found unenforceable or invalid will be enforced to the maximum extent enforceable by law or equity. 10. Assignment. None of the parties hereto may assign or transfer its rights or obligations arising under this Agreement without the prior written consent of the other parties. Notwithstanding the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. 11. Notice. All notices given pursuant to this Agreement shall be in writing and shall be delivered by hand or sent by registered or certified mail, return receipt requested, postage prepaid, addressed to the party for whom it is intended at its address as first set forth below. Any address for the giving of notice may be changed by giving notice to that effect to the other party. Each such notice shall be deemed to have been given on the date of its receipt by the party for whom it was intended. Notice shall be sent to the following addresses: If to RGRTA/RTS: If to the City: Rochester Genesee Regional Transportation Authority 1372 E. Main Street Rochester, New York 14609 Attn: Chief Executive Officer City of Rochester Equipment Services Division 945 Mt. Read Blvd., Bldg. #100 Rochester, New York 14606 Attn: Mike Quattrone 12. Governing Law. This Agreement shall be governed by, interpreted, construed, and enforced in accordance with the laws of the State of New York. 13. Headings. The headings of sections and paragraphs, if any, to the extent used herein, are for convenience and reference only, and in no way define, limit or describe the scope of any provision herein, and therefore will not be used in construing or interpreting the provisions hereof. 14. Standard Clauses. The standard clauses for all New York State contracts annexed hereto on Appendix A are hereby made part of this Agreement. 4
above. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written ROCHESTER-GENESEE REGIONAL TRANSPORTATIONAUTHORITY/ REGIONAL TRANSIT SERVICE, INC. CITY OF ROCHESTER By: Name: William Carpenter Title: Chief Executive Officer By: Title: STATE OF NEW YORK) COUNTY OF MONROE) ss: On this day of, 2014, before me personally came William Carpenter, to me personally known, who, by me duly sworn, did depose and say that its office is in Monroe County in Rochester, New York, that he is the Chief Executive Officer of the public authority described in, and which executed the within Agreement and that he signed his name thereto by authority granted to him by said public authority. Notary Public On this day of, 2014, before me personally came, to me personally known, who, by me duly sworn, did depose and say that she/he resides in Rochester, New York, that she/he is the of the municipality described in, and which executed the within Agreement and that she/he signed her/his name thereto by authority granted to her/him by said municipality. Notary Public 5