HomeMy WebLinkAboutRES.2209.09-05-2006 �
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BILL NO. 06-173 RESOLUTION NO. �
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AVIATION FUELS CONTR.ACT WITH
EASTERN AVIATION FUELS, INC. , AND A REFUELER
LEASE AGREEMENT WITH EASTERN AVIATION FUELS
OF NORTH CAROLINA, INC. , FOR SERVICES AT THE
CAPE GIR.ARDEAU 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 an
Aviation Fuels Contract with Eastern Aviation Fuels, Inc . , and a
Refueler Lease Agreement with Eastern Aviation Fuels of North
Carolina, Inc . , for services at the Cape Girardeau Regional
Airport . A copy of said Agreement is attached to this Resolution
and made a part hereof .
PASSED AND ADOPTED THIS �� DAY OF = , 20�.
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O "�� Jay Knudtson, Mayor
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Gayle L. C rad, City Clerk
STATE OF MISSOURI
COUNTY OF SCOTT
AVIATION FUELS CONTRACT
THIS AGREEMENT,entered into this 1gt dav of September,2006, by and between
EASTERN AVIATION FUELS, INC. of New Bern, North Carolina, hereinafter called"Seller"
and the CITY OF CAPE GIRARDEAU, d.b.a. Cape Aviation 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, Missouri.
2. TERM: This contract shall remain in force for a period of five(5)years beginning
on the 1st dav of September, 2006, 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 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 at
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 9 hereafter.
5. TERMS: Buyer agrees to pay cash at time of delivery for all such aviation fuels.
If Seller shall extend credit to Buyer, Buyer agrees to pay for all such aviation fuels via EFT
(Electronic Funds Transfer) 10 days from invoice date. Seller reserves the right to withdraw
these terms and demand certified cash payments on delivery without assigning any cause
for such action. The failure or refusal of Buyer to comply with the requirements which the
Seller may impose hereunder as to payment shall entitle the Seller to suspend delivery
pending such failure or refusal or to terminate this agreement forthwith. The suspension or
termination of this agreement because of the failure of Buyer to perform any of the
agreements herein contained shall not in any way prejudice Seller's other rights hereunder.
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 Eastem 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. Buyer agrees to pay any attomey 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 sotd, 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,difficu�ies 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") COMPLtANCE:
(a) Product Handlinq-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, rutes 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 include 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. 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: CITY OF CAPE GIRARDEAU, d.b.a. CAPE AVIATION
Attn: Bruce Loy
Cape Regional Airport Road
Cape Girardeau, Missouri 63702
14. MERGER: There is no arrangement, agreement or understanding, by or
befinreen the contracting parties expressed or implied in any manner relating to the subject
matters neither hereof nor herein specifically stated and this Agreement shall not be
altered or amended except in writing signed by both Buyer and Seller.
15. SELF — SERVE UNIT AGREEMENT: Eastern Aviation Fuels will provide a stand
alone Self-Serve Fueling System to the Cape Girardeau Regional Airport for the duration
of the contract. If for any reason the contract is terminated by either party before the end of
the five (5) year agreement, Eastern Aviation Fuels will come and remove the Self-Serve
Fueling System.
16. CO-OP Advertisin�: Eastern Aviation Fuels will provide co-op advertising in the
amount of.005 (1/2 cent) per gallon purchased by the City of Cape Girardeau. The City of
Cape Girardeau wi11 need to spend the amount that has been earned to qualify for the co-
op money! (Example: if$500.00 has been earned, then to get the total $500, the City of
Cape Girardeau would have to spend $500 also! If $300 was spent by the City, then the
City would get$300 co-op money.)
17. Loaner Refueler Trucks for Air Show: Eastern Aviation Fuels will provide loaner
refueler trucks for the annual air show at the Cape Girardeau Regional Airport. There will
be no rent or lease charge for these trucks, however the City of Cape Girardeau will be
responsible for the transportation costs for these trucks.
This the �� day of , 2006.
EASTERN AVIATION FUELS, INC.
By: _ -
Robert L. Stallings, III — President
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n eyerha ser— ustomer Service Manager
CITY OF CAPE GIRARDEAU
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Douglas Leslie— Ci#y Manager
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Gayle nrad —City Clerk � �� ��� �, '` '
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STATE OF MISSOURI
COUNTY OF SCOTT
REFUELER LEASE AGREEMENT
THIS AGREEMENT, made and entered into this the1st day of Sentember , 2006, by and
between EASTERN AVIATION FUELS OF NORTH CAROLINA, INC., a company existing under and by
virtue of the{aws of the State of North Carolina, with its principal place of business in Craven County,
North Carolina, and hereinafter referred to as Lessor, and CITY OF CPAE GIRARDEAU,d.b.a. CAPE
AVIATION, hereinafter referred to as Lessee:
WITNESSETH
Lessor agrees to deliver and lease to Lessee for Lessee's use at the CAPE GIRARDEAU
REGIONAL AIRPORT, the aviation refueling truck(hereinafter referred to as"refueling equipment")
described as follows:
2.200 gallon Stainless Steel Jet-A Refueler a!$1.075.00/month plus appficable sales tax.
1,000 gallon Stainless Steel Avgas 100LL IRefueler at$675.00/month plus applicable sales tax.
This confirms our mutual understanding that the above described refueling equipment is, as of
the above date, leased to Lessee subject to the following terms and conditions:
1. For the use of said refueling equipment during the term hereof, Lessor hereby agrees to lease
to Lessee the refueling equipment for a rental fee of$1.750.00 per month, plus applicable sales and use
tax,to commence as of the 1� day of September,2006. Lessor shall be permitted to increase said rental
while this agreement is in effect by giving Lessee at least sixty(60)days advance written notice of the
effective date of said increased rental. In the event of any increase in rental, Lessee shatl have the right
to terminate this agreement on the effective date of said increase by giving Lessor th+rty(30)days
advance written notice of its intention to terminate on said effective date.
2. This agreement shalt remain in efFect for a primary terrn of five 5 years beginning on the 1 st
day of September, 2006, and for an indefinite period at a negotiated lease rate thereafter unless and until
either party shall notify the other in writing of its desire to terminate this agreement at least thirty(30)days
prior to expiration of the primary term, or any other desired termination date thereafter; provided however,
this agreement may be terminated at any time without notice on account of breach or defautt of the terms
of this agreement_
3. Said refueling equipment shall in no way become the property of Lessee, or anyone claiming
thereunder, untess Lessee exercises its purchase option, and shall be used solely by Lessee or its
representatives at the Cape Girardeau Regional Airport, for handling the avia6on fueis supplied by
Eastem Aviation Fuels of North Carolina, Inc.
4. Lessee shall pay all taxes, assessments, and licenses and registrationS on said refueling
equipment during the term of the lease, and fumish to Lessor's reasonable satisfaction, verification that
payment has been made before said taxes, assessments, or fees bec:ome delinquent
5. It is understood and agreed that Lessee will not encumber said refueling equipment or do or
permit anything to prejudice the title of the owner thereto; wifl comply with all laws,ordinances, and
regulations applicable to the refueling equipmenY, and Lessee agrees to release, indemnify and hold the
Lessor and the owner of said refueling equipment harnnless from and against any and all claims,
liabilities, losses, obligations and causes of action for injury or death of any and all persons, or for
damage to or destruction of any or all property arising out of or resulting from the condition, existence,
use or maintenance of such refueling equipment, including, but nat limited to loss or damage to the
refueling equipment,whether or not any of same shall result in whole or in part from the negligence of
Lessee or those�cting under it. It is also agreed that Lessee shall not add or remove any equipment or
appurtenances to or from said equipment without the written consent of Lessor.
6. It is further understood and agreed that each party accepts the applicable responsibilities for
operating and maintaining said refueling equipment listed as hereafter provided,said list being made a
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part hereof by reference. Lessor shall be permitted access to inspect the refueling equipment at all
reasonable times.
7. Lessee agrees that it shall return said refueling equipment to Lessor at the termination of this
agreement in as good condition as when Lessee received it, normal wear and tear excepted.
8. Lessee agrees to maintain adequate physical damage insurance on refueling equipment
during the term of this lease with Lessor named as an additional insured party, and to fumish a copy of
certificate of insurance to Lessor.
9. This agreement supersedes and takes the place of all former agreements, and amendments
thereto, heretofore entered into between the parties covering the lease of refueling equipment at the
location above-stated.
10. Lessee agrees that it will not use or permit the use of the vehicle leased hereunder in a
negligent or improper manner or in violation of any law; or so as to avoid any insurance covering the same;
or as a public or private iivery; or permit the vehicle to become subject to any lien, charge or
encumbrances.
11. The Lessee is responsible for.
A. Performing maintenance on refueler, including preventive maintenance, tune-ups and tires.
The Lessor shall be responsibte for all major repairs ifi caused by normal wear and tear
(engine or transmission rebuilding, etc.)
B. Quality control inspections on the fueling equipment and for filter replacement at regular
intervals.
C. Furnishing all fuel for refueling equipment.
D. Checking and maintaining sufficient supply of lubricating oil in crankcase.
E. Checking regularly and maintaining sufficient supply of gear oil in transmission and
differential.
F. Checking battery water level weekly. Test and charge battery as necessary. Replace as
needed.
G. Maintaining proper air pressure in tires,and making all necessary tire changes and repairs,
including replacements.
H. Checking and maintaining adequate all-season antifreeze in radiator to protect cooling
system properly. Antifreeze shall be maintained in refueling equipment throughout year.
I. Keeping all fire extinguishers fully charged and in good working order.
J. Pay for meter calibration, if any required.
K. Inspect noule screens, filter, and flltering equipment daily, and clean as necessary.
L. Fumish any ladders desired by Lessee.
M. Reimburse Lessor for replacement of parts or equipment lost from refueler equipment, and
for all expenses incurred for repairs to, and/or replacement of parts of, the refueling
equipment through carelessness, abuse, or neglect.
.
N. Wash and clean refueling equipmer�t as necessary to maintain good appearance.
O. Advise Lessor at once if operation of truck or refueling system indicates need for repairs
which are Lessor's responsibility. Cost of local repairs or replacements by others will not
be paid or reimbursed by Lessor unless prior authorization is secured from Lessor.
P. Responsible for costs of repairing and replacing the following: hoses, hose reels, hose reel
motors, nozzles, ground cable, ground cable reel,fire extinguishers, tires, batteries and
altemators.
12. Lessee agrees to release, defend, indemnify, and hold Lessor harmless from and against any
and all claims, liabilifies, or toss expense(including attomey fees), obligation and causes for action for
injury to or death of any and all persons or for damage to or destruction of any and all property arising out
of, or resulting from the use, maintenance and operation of the vehicle.
13. ATTORNEY AND/OR COLLECTION FEES: In the event of default by the Lessee, Lessee
agrees to pay Lessor 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 defiault. Lessee agrees to
pay any attomey or collection fees if incurred in the collection of any delinquent balance or the
enforcement of this agreement
14. The execution of this lease and the performance of any act pursuant to the provisions thereof
shall not be deemed or constructed to have the effect of creating between Lessor and Lessee the
relationship of principal or agent, or of a partnership or joint venture. Lessee shall indemnify and hold the
Lessor harmless against any and all claims for damages or injury to any personal property sustained in the
operation, use and maintenance of the said vehicle as a result of any willful, inten6onal, or negligent acts
or conduct of Lessee, its agents or employees.
IN WITNESS WHEREOF, the parties have hereunto caused this insVument to be executed in their
company names by their Presidents, attested by their Secretaries, all by order of their respective Boards of
Directors and this instrument is executed in duplicate originals,with each party retaining a copy thereof.
Lessor: Eastem iation Fuels of North Carolina, Inc.
ATTES : �
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Lessee: City of C e Girardeau, d.b.a. Cape Aviation
Dougla eslie—City Manager
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Gayle C ' Clerk
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