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HomeMy WebLinkAboutRes.3288.10-07-2019 BILL NO. 19-153 RESOLUTION NO. 3a9g A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A FIVE YEAR AVIATION FUELS CONTRACT WITH EASTERN AVIATION FUELS, INC. , D/B/A TITAN AVIATION FUELS, 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 a five (5) year Aviation Fuels Contract, with a five (5) year extension option, with Eastern Aviation Fuels, Inc. , d/b/a Titan Aviation Fuels, at the Cape Girardeau Regional Airport . The Contract shall be in substantially the form attached hereto, 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 7th DAY OF October , 2019 . Bob Fox, Mayor ATTEST: genAade ig Gayle . Conrad, City Clerk y- ,y rj u yll�. __ J• i• \\\ NN\MN STATE OF MISSOURI COUNTY OF CAPE GIRARDEAU AVIATION FUELS CONTRACT THIS AGREEMENT, entered into this day of , 2019, by and between EASTERN AVIATION FUELS, INC. dba TITAN AVIATION FUELS of New Bern, North Carolina, hereinafter called "Seller" and the CITY OF CAPE GIRARDEAU 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. TERM: This contract shall remain in force for a period of FIVE (5) years with one FIVE (5) year extension beginning on the 1st day of September, 2019 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 twelve-month period. 3. DELIVERIES: The aviation fuels sold and purchased hereunder shall be the regular grade or grades of aviation fuels as currently supplied by TITAN AVIATION FUELS and deliveries to Buyer hereunder shall be by tank truck or pipeline at the place of business of Buyer at said Airport in approximately even quantities in such amounts 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 Gulf Coast Platts plus (+) .1300* AVIATION GASOLINE 100LL Seller's posted dealer price* *As herein used, the words "Seller's posted dealer price" mean the price posted and displayed at the time of delivery, at Seller's office at location shown in paragraph 15 hereafter. The prices for fuel are exclusive of airport fees, freight or any applicable taxes. Jet A differential and freight may be adjusted for any third-party increase beyond Seller's control. Any changes are subject to review and approval by Buyer. 5. PAYMENTS: If Seller shall extend credit to Buyer, Buyer shall pay Seller sums due under this Agreement net ten (10) days from delivery date via Electronic Funds Transfer. a. Seller extends these payment terms and a line of credit based upon the last review of Buyer's current financial condition. With prior written notice to Buyer, Seller may change the payment terms or line of credit if there is a material change in Buyer's financial status as determined by Seller. b. Seller may assess a delinquency charge on all overdue sums owing to Seller. Such delinquency charge shall be determined in accordance with applicable law and Seller's established delinquency charge policy in effect on the date of delivery. c. If Buyer fails to comply with payment requirements, Seller may suspend deliveries until Buyer pays all sums due hereunder or terminate this agreement forthwith. The suspension or termination of this agreement because of failure of Buyer to perform any of the agreements herein contained shall not in any way prejudice Seller's other rights hereunder. d. If Buyer's account with Seller is in arrears, the Buyer hereby agrees that the Seller, at its discretion, may request credit card companies to reimburse Seller with Buyer's credit card receipts and hereby authorizes the credit card company to send credit card reimbursement to Seller. e. 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. Buyer agrees to pay any attorney or collection fees if incurred in the collection of any delinquent balance or the enforcement of this contract. 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 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 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 daily 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 Titan 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. 13. CHARGE/CREDIT CARD PROGRAM : Invoices from credit and charge card sales may be purchased by Seller from Buyer for approved charge and credit cards, but only as.to such merchandise and services and upon such express regulations and instructions as may be set forth in the "Shell Merchant Terms and Operating Procedures Manual" published by Seller and furnished to Buyer from time-to-time. Upon failure by Buyer to comply strictly with such regulations and instructions, Seller shall have the right to charge back to Buyer any amounts represented by non-complying sales. Such regulations and instructions, as amended or supplemented from time-to-time at Seller's sole discretion, shall be deemed part of this Agreement. Buyer shall accept and honor all credit card, charge card, fuel card, contract fuel, and other payment methods designated by Seller. All transactions shall be processed via point- of-sale devices and web-enabled processing solutions that are designated and provided by Seller or 3`d party software vendors designated and approved by Seller. 14. CONTRACT FUEL PROGRAM: Seller offers a comprehensive Contract Fuel Program, and Buyer agrees to participate in this program exclusively. This does not include the Military Contract Fuel Program, which the Cape Aviation is currently using. Buyer represents and warrants that all contract fuel sales will be through Seller's Contract Fuel Program and that it will not use any other Supplier or Reseller Contract Fuel Program. Buyer agrees that into-wing services provided by Buyer to Seller's contract fuel customers will be at a fee lower than any other fee offered to other Resellers. Buyer agrees to process all Reseller transactions via Seller's Contract Fuel Program. 15. 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: TITAN AVIATION FUELS Post Office Box 12327 New Bern, North Carolina 28561 designated and approved by Seller. 14. CONTRACT FUEL PROGRAM: Seller offers a comprehensive Contract Fuel Program, and Buyer agrees to participate in this program exclusively.This does not include the Military Contract Fuel Program, which the Cape Aviation is currently using. Buyer represents and warrants that all contract fuel sales will be through Seller's Contract Fuel Program and that it will not use any other Supplier or Reseller Contract Fuel Program. Buyer agrees that into-wing services provided by Buyer to Seller's contract fuel customers will be at a fee lower than any other fee offered to other Resellers. Buyer agrees to process all Reseller transactions via Seller's Contract Fuel Program. 15. 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: TITAN AVIATION FUELS Post Office Box 12327 New Bern, North Carolina 28561 BUYER: CITY OF CAPE GIRARDEAU P.O. Box 617 Cape Girardeau, MO 63702 • 16. MERGER: There is no arrangement,agreement or understanding,by or between the contracting parties expressed or implied in any manner relating to the subject matters hereof nor herein specifically stated, and this Agreement shall not be altered or amended except in writing signed by both Buyer and Seller. This the IC day of Duk' , 20 (q . EASTERN AVIATION FUELS, INC dba TITAN AVIATION FUELS By: Robe . tailings, IV, President WITNESS: Oil CI e •E GIRARDEAU. � I Sum- M¢..1 Me"Cblit4 '0,1 %\ ; �^ O 1� cam. WITNESS: ••' i �C '•.,��, � ? :