HomeMy WebLinkAboutRes.3104.08-21-2017 BILL NO. 17-133 RESOLUTION NO. l/o,51
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE THE FIRST AMENDMENT TO AVIATION
FUELS CONTRACT WITH EASTERN AVIATION FUELS,
INC. , FOR SERVICES AT THE CAPE GIRARDEAU
REGIONAL AIRPORT
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE
GIRARDEAU, MISSOURI, AS FOLLOWS:
ARTICLE 1. The City Manager, for and on behalf of the City
of Cape Girardeau, Missouri, is hereby authorized to execute the
First Amendment to Aviation Fuels Contract with Eastern Aviation
Fuels, Inc. , for services at the Cape Girardeau Regional
Airport. The Amendment shall be in substantially the form
attached hereto as Exhibit A, which document is hereby approved
by the City Council, and incorporated herein by reference, with
such changes therein as shall be approved by the officers of the
City executing the same.
PASSED AND ADOPTED THIS a\SY OF $ . ) As , 2017 .
Harry E. Rediger, Mayor
ATTEST:
GIJRA
ape/. t4
Bruce y o , eputy City Clerk 1
ole �� I �, �, 9
T8E
FIRST AMENDEMNTTO AVIATION FUELS CONTRACT
4331 John E. Godwin Memorial Drive, Cape Girardeau, MO 63780
City of Cape Girardeau
Eastern Aviation Fuels, Inc.
This FIRST AMENDMENT TO AVIATION FUELS CONTRACT ("Amendment") is effective
, 20 ("Effective Date"), by and between Eastern Aviation Fuels, Inc.
("Seller') and the City of Cape Girardeau, Missouri ("Buyer").
WHEREAS, Seller and Buyer entered into an Aviation Fuels Contract ("Contract") effective
September 1, 2012, where the Seller agrees to sell and deliver, and Buyer agrees to purchase, receive
and pay for from Seller, Buyer's entire requirements of aviation fuels for use or resale at the Cape
Girardeau Regional Airport, at or near Cape Girardeau, MO; and
WHEREAS, Seller and Buyer desire to modify certain provisions of the Contract as set forth
below in order that the Contract, as modified, is acceptable to both parties for execution.
THEREFORE, it is understood and agreed upon by the parties as follows:
1. Paragraph 2, titled "Duration", shall be replaced with the following:
This contract shall remain in force for a period of two (2) years beginning on the VY day of
September, 2017, with the option of a five (5) year extension. If five (S) year extension
option is waived by either party, Contract shall continue in effect from month to month,
being automatically renewed after each month unless and until terminated by either party
upon notice in writing given at least thirty (30) days before the end of any such period.
All other terms of the Contract shall remain in full force and effect. If the terms of the Contract
in any way conflict with or are otherwise inconsistent with the terms of this Amendment, this
Amendment shall govern and control.
[Remainder of Page Intentionally Left Blank — Signature Page to Follow]
Page 1 of 2
IN WITNESS WHEROF, each person signing below represents and warrants that he or she is fully
authorized to sign and deliver this Amendment in the capacity set forth beneath his or her signature and
the parties hereto have signed this Amendment as of the date and year written below.
LESSOR:
City of Cape Girardeau, Missouri
By:
Name: Scott A. Meyer
Title: City Manager
Address: PO Box 617
Cape Girardeau, MO 63703
Email: smeyer@cityofcapeRirardeau.org
Date:
Acknowledged:
By:
Name: Bruce Taylor
Title: Deputy City Clerk
Address: PO Box 617
Cape Girardeau, MO 63703
Email: cityclerk@citvofcapegirardeau.org
Date:
LESSEE:
Easter Aviation Fuels, Inc.
By: / 1 s' ,4
Name: Robert L. Stallings, fit, P sident
Title: President
Address: Post Office Box 12357
New Bern, NC 28561
Date: c?//5 /
Page 2 of 2
STATE OF MISSOURI
COUNTY OF CAPE GIRARDEAU
AVIATION FUELS CONTRACT
THIS AGREEMENT entered into this 1st day of September, 2012, by and between
EASTERN AVIATION FUELS, INC. of New Bern, North Carolina, hereinafter called"Seller"
and THE CITY OF CAPE GIRARDEAU, MISSOURI, hereinafter called "Buyer"as follows:
1. AGREEMENT: Seller agrees to sell and deliver, and Buyer agrees to purchase,
receive and pay for from Seller, Buyer's entire requirements of aviation fuels for use or
resale at the Cape Girardeau Regional Airport, at or near Cape Girardeau, MO.
2. DURATION: This contract shall remain in force for a period of five (5) years
beginning on the 1S day of September, 2012, with the option of a five (5) year extension,
and for successive periods of twelve months each thereafter, unless and until terminated
by either party upon notice in writing given at least thirty days before the end of any such
period.
3. DELIVERIES: The aviation fuels sold and purchased hereunder shall be the
regular grade or grades of aviation fuels as currently supplied by EASTERN AVIATION
FUELS, INC. and deliveries to Buyer hereunder shall be by tank truck at the place of
business of Buyer at said Airport in approximately even quantities in such amounts (not
less than I.C.C. minimum delivery at any one time) and at such times during business
hours as Buyer may direct. It is understood that Seller's obligation hereunder is limited to
such grade or grades of aviation fuels as are distributed by Seller, at the time and place of
delivery hereunder.
4. PRICING: Buyer agrees to pay for the aviation fuels covered by this contract as
follows:
Jet A price will be based on the previous week's average of the published Platt's
Gulf Coast Pipeline Mean plus $0.1265 and will be adjusted every Tuesday excluding
holidays. The differential excludes delivery, additive, and any applicable taxes. The JetA
differential may be adjusted for any third party supplier costs beyond Seller's control. Any
changes are subject to approval by Buyer.
Avgas 100LL price will be based on Terminal Rack. This excludes delivery and any
applicable taxes.
5. PAYMENT: Buyer agrees to pay for all such aviation fuels via EFT (Electronic
Funds Transfer) ten (10) days from receipt of an invoice, unless an objection is made by
Buyer with respect to the invoice submitted by Seller. The failure or refusal of Buyer to
comply with this provision shall entitle the Seller to suspend delivery as the result of such
failure or refusal or to terminate this agreement forthwith.
If Buyer's account with Eastern Aviation Fuels is in arrears,the Buyer hereby agrees
that the Seller, at his discretion, may request credit card companies to reimburse Eastern
Aviation Fuels with Buyer's credit card receipts and hereby authorizes the credit card
company to send credit card reimbursement to Eastern Aviation Fuels.
It is further agreed that the Seller, in lieu of reimbursing Buyer for credit card
receipts, may apply the reimbursement to the outstanding balance on Buyer's account.
6. ATTORNEY AND/OR COLLECTION FEES: If the Buyer becomes in default of
the terms of this agreement, Buyer agrees to a late payment charge on any delinquent
balance in the amount of 1.5% per month, 18.0% per annum or the maximum amount
permitted by law from the date of default. Jurisdiction for any action under this agreement
shall be had in Cape Girardeau County Missouri and the laws of Missouri shall be applied.
7. TAXES,FEES,AND AIRPORT CHARGES: Any tax or other charge imposed by
any governmental authority or other agency upon the commodity herein sold, or on the
production, sale, transportation, or delivery thereof, or any feature thereof or of this
agreement, existing at the time of delivery thereunder, shall be added to the price
hereunder and paid by Buyer.
8. FAILURE TO PERFORM: If Seller's supplier should at any time during the life of
this contract discontinue the marketing of any or all grades of aviation fuels in Buyer's
territory, Seller shall be relieved of all obligation to sell or deliver such discontinued grade
or grades to Buyer and Buyer shall be at liberty to purchase such discontinued grade or
grades from other sources.
9. CONDITIONS: All orders hereunder will be filled with reasonable promptness,
but it is mutually agreed that Seller shall not be obligated to furnish goods hereunder, nor
be liable in damages for failure to do so, in the event acts of God, strikes, difficulties with its
workers, lockouts, fires, foreign or domestic governmental authority, war conditions in this
and any foreign country, accident, delays by railway or other methods of transportation, or
other causes beyond its control, shall render it impossible for Seller to do.
10. TRADEMARKS: Seller grants to Buyer a nonexclusive, non-transferable
right to use the "Shell Aviation" brand or licensed trademark in connection with the sale of
Aviation Fuel at Buyer's FBO. Buyer will conform to the branding rules of usage set forth
by Seller. Nonconformance to these rules will result in the de-branding of the Buyer's FBO.
11. HEALTH, SAFETY & ENVIRONMENTAL ("HS&E") COMPLIANCE:
(a) Product Handling-Buyer shall exercise extreme caution in the storing, handling,
and dispensing of Aviation Fuel, including inspection of all storage and dispensing
equipment to prevent or eliminate contamination in any form, including commingling with
other fuels. Buyer shall, immediately notify Seller of any instance of Aviation Fuel
contamination or commingling with other fuels.
(b) Environmental Compliance - Buyer shall observe any and all federal, state, and
municipal laws, ordinances, rules and regulations, user permits, and the like pertaining to
the composition, handling, storage and dispensing of Aviation Fuel purchased hereunder
including, without limitation, any and all laws, ordinances, rules and regulations pertaining
to the volatility or vapor pressure of Aviation Fuel and the storage of same in aboveground
or underground storage tanks. Buyer shall comply with any reasonable program instituted
by Seller to assure compliance with any such laws, ordinances, rules and regulations.
12. INSURANCE TO BE MAINTAINED BY BUYER: Buyer shall purchase and
maintain at Buyer's expense the following insurance coverage in order to be a branded
Shell Aviation FBO:
(a) Commercial General Liability Insurance, including premises and operations as
well as products/completed operations liability for aviation products and refueling
operations with minimum limits of five hundred thousand dollars ($500,000) without
restrictive per person sub-limits for bodily injury and/or property damage.
(b) Name both Shell Aviation, d.b.a. Shell Oil Products Company U.S., LLC and
Eastern Aviation Fuels, Inc., as additional insured parties with respect to liability arising
from Buyers aviation operations. Operations including refueling, de-fueling and/or
lubrication of aircraft.
Excess Aviation Refueling Liability Insurance in the amount of 50 million dollars
($50,000,000)will be provided Buyer free of charge provided Buyer secures and maintains
said underlying insurance.
In the event Buyer is able to secure said insurance, only with $100,000 per-person sub-
limits for bodily injury Buyer will be permitted to be a branded Shell Aviation FBO, but will
not be eligible for the 50 million excess liability insurance program.
Buyer may elect not to participate in the Excess Aviation refueling Liability Insurance
program, but will be required to maintain insurance meeting the above criteria to be a
branded Shell Aviation FBO. Any liability on the part of the buyer under this agreement shall
be limited to the proceeds of the City's liability insurance covering such loss.
13. NOTICES: Any notice given by one party to the other in connection with this
Agreement shall be in writing and shall be sent by certified or registered mail, return receipt
requested:
SELLER: EASTERN AVIATION FUELS, INC.
Post Office Box 12327
New Bern, North Carolina 28561
Buyer: CAPE GIRARDEAU REGIONAL AIRPORT
Attn: Airport Manager
P.O. Box 617
Cape Girardeau, MO. 63702
14. MERGER: The Buyer's RFP for an exclusive fuel supplier and the Seller's
proposal in response to the RFP including Attachment"A"and Attachment"B"are included
by reference herein and the terms and conditions contained therein are binding upon the
Buyer and Seller. The Buyer and Seller agree they have a Refueler Lease Agreement
entered into on today's date and is incorporated by reference herein and the terms and
conditions contained therein are binding upon the Buyer and Seller. There is no further
arrangement, agreement or understanding, by or between the contracting parties
expressed or implied in any manner and this Agreement shall not be altered or amended
except in writing signed by both Buyer and Seller.
Executed by Seller this the /S day of U •&/Y , 2012.
Executed by Buyer this the 0 day of a D , 2012.
EASTERN AVIATION FUELS, INC.
By: `i�
Robertngs, III, President
a#0,.......,.
WITNESS: go , L i�/
1 or
CITY OF CAPE GIRARDEAU, MISSOURI
,` <r - By: /�✓ ire ____
fib_ Heather D. Brooks—Assistant City Manager
-
ATTEST: /`'�{ 0 d6)1/40C
"' Gayle LAonrad, City Clerk
, w'� b r` ,-t