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HomeMy WebLinkAbout2014-02-24-Meeting Agendawww.augustaga.gov Public Service Committee Meeting Commission Chamber- 2/24/2014- 12:45 PM PUBLIC SERVICES 1. Approve the selection and contract between Avfuel Corporation and the Augusta Regional Airport as approved by the Augusta Aviation Commission at their January 30, 2014 meeting. Attachments 2. Motion to approve the minutes of the Public Services Committee held on February 10, 2014. Attachments Public Service Committee Meeting 2/24/2014 12:45 PM AVFUEL CORPORATION FUEL SUPPLIER CONTRACT Department:Augusta Regional Airport Caption:Approve the selection and contract between Avfuel Corporation and the Augusta Regional Airport as approved by the Augusta Aviation Commission at their January 30, 2014 meeting. Background:Avfuel Corporation is a global supplier of aviation fuels and services with over 600 branded FBO’s and 4,000 customers globally. Avfuel Corporation has provided aviation fuels and marketing support for this airport for over 13 years. On October 25, 2013 an evaluation committee of personnel from the Augusta Regional Airport and the Procurement Department concluded the bid evaluation process for the selection of an Aviation Fuel Supplier. The committee reviewed proposals from Avfuel Corporation, Epic Aviation, LLC, Perry Brothers (Phillips 66), and World Fuel Services. After review of the compliant proposals, Avfuel Corporation received the most points as providing the most services for the best cost. Analysis:Avfuel Corporation provided the airport with a fuel supplier agreement that both parties mutually agreed on. The terms of the agreement is for (3) three years with (2) two one year renewable options. Financial Impact:From 2013 and thereafter, annual cost for both inventory and COGS is approximately $4.5M. Alternatives:Deny request. Recommendation:Approve the selection and contract between Avfuel Corporation and the Augusta Regional Airport for fuel supplier. Funds are Available in the Following Accounts: Account for purchases (inventory): 551081106-1134410 Account for sale/usage (COGS): 551081106- 5315120 Cover Memo Item # 1 REVIEWED AND APPROVED BY: Procurement. Information Technology. Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 1 Customer Code: TAUGA AVFUEL CORPORATION FIXED BASE OPERATOR AVIATION FUEL SUPPLY AGREEMENT Reference Date: November 18,2013 Effective Date: January 1,2014 SUMMARY This Agreement is between Avfuel Corporation and its affiliates and subsidiaries all of which have principal offices at 47 West Ellsworth Road, Ann Arbor, MI 48108 USA, hereinafter referred to, individually or collectively as "Avfuel", and AUGUSTA GEORGIA, a political subdivision of the State of Georgia, acting through the AUGUSTA AVIATION COMMISSION having its principal office at (Street address only) l50l Aviation \ilay, Augusta Regional Airport at Bush Field, Augusta, Georgia 30906-9600, hereinafter called "Customer", collectively called "the Parties", and is effective on the Effective Date or, if no Effective Date is specified then on the Reference Date noted above. THIS IS AN INTEGRATED AGREEMENT CONSISTING OF SEVERAL PARTS, ALL OF \üHICH SHALL BE READ TOGETHER AND INTERPRETED AS ONE AGREEMENT. The parts shall include this Summary, the Special Terms and Conditions, and the General Terms and Conditions. In the event of any inconsistencies betwe en the Special Terms and Conditions a¡rd the General Terms and Conditions, the Special Terms and Conditions shall govem. Avfuel offers other Programs that it believes are of benefit to Customer. Customer chooses to participate in those Programs that are checked below and agrees that the applicable provisions ofthe Special and General Terms and Conditions govern those Programs. Additions or deletions to this agreement are governed by the Changes Provision set forth in Section l8 of the General Terms and Conditions. If customer should avail itself of any of the Programs not checked below then Customer specifically agrees to be bound by the Special and General Terms and Conditions that govern those Programs. Applicable Certificates oflnsurance are attached hereto, Insurance Company Name X Customer Credit Program Addendums AVTRIP Program Contract Fuel Dealer Program Avsurance Primary Commercial Insurance Program X Brand Program X X Credit and Charge Cards Acceptance Program X Equipment Lease Agreement CUSTOMER FEIN: s8-220427 4 TYPE OF BUSINESS: Government (i.e. C-corp, S-corp, Partnership, LLC, Sole Prop, or other) STATE OF INCORPORATION: GA FOR: AUGUSTA, GEORGIA STATE ID NUMBER: FOR: A BY rWilliam B. Light (Signature) Title: VicePresident,Administration AS ITS: Mayor ATTEST: Clerk of Commission FOR: AUGUSTA AVIATION COMMISSION: BY: (Signature) AS ITS: Chairman ATTEST: BY X Rev 04126112 Page I of2 Clerk FBO AFSA Attachment number 1 \nPage 1 of 12 Item # 1 CUSTOMER NAME: BILLING ADDRESS: (if di/ferent than street address) SAME DELIVERY ADDRESS: (ifdfferent than street address) SAME AIRPORT ID (IATA CODE): KAGS (AUGUSTA REGIONAL) PRODUCT(s): FIXED BASE OPERATOR AVIATION FUEL SUPPLY AGREEMENT SPECIAL TERMS AND CONDITIONS AUGUSTA AVIATION COMMISSION Jet-A with Anti-ice Avgas/l00LLxJet-A Lease Rate $0/month Other Replacement* Cost (Current) $ I 50,000.00 PAYMENT TERMS: Net due in 30 DAYS CREDIT LIMIT: $500.000.00 (FIVE HUNDRED THOUSAND DOLLARS) EQUIPMENT LEASED: Description** S/l.I or VIN RF#5070, 2006 Intemational, 5000 gallon, jet refueler VIN: 349743 x RF #5039, 201 I International, 5000 gallon, jet refueler VIN:385506 $O/month $19s,000.00 RF #703, 1997 Ford, 750 gallon, avgas refueler VIN:421212 $0/month $3s,000.00 *Haza¡d insurance, **Meters, if so equipped, have NOT been Certified or Calibrated, this is the responsibility of Customer CONTRACT FUEL DEALER: Flight Operation Type (select one): X Corporate Configured Accepted ! Non Corporate Ops Only ! DC-9 and Larger, Non Corporate Ops Only Airport Flowage Fee:!YES lNO (i.e. $0.0300) Storage Fee:IYES lNO (i.e. $0.0300) Into wing Fee: Jet Into-Plane Rate Schedule l-1000 $X.XXXX Gallons from/to RATES ON FILE WITH AVFUEL OTHER SPECIAL TERMS AND CONDITIONS: /ó7Rev 04126lll FBO AFSA Page 2 of 2 4.."Ì^--- r-i1:-r" Attachment number 1 \nPage 2 of 12 Item # 1 AVIATION FUEL SUPPLY AGREEMENT GENERAL TERMS AND CONDITIONS 1. PURCHASE AND SALE: Subject to the terms and conditions contained herein, throughout the entire term ofthis Agreement, Avfuel agrees to sell and deliver, and Customer agrees to purchase from Avfuel and pay for, the Customer's entire requirements for the aviation fuel products identified in the Special Terms And Conditions (the "Products to be handled, stored, used, distributed or sold by Customer or its affiliates at each airport (each an "Airport listed in the Special Terms And Conditions. If, at any time during the term of this Agreement the Customer, or any entity controlled by or in common control with Customer, operates any other facility that sells aviation fuels at a listed Airport (each a "Supplemental FBO'), then Customer shall or shall cause such other entity to enter into a new AVIATION FUEL SUPPLY AGREEMENT with Avfuel (on the same terms and for the same duration as this Agreement) for the supply of 100% of the requirements of the Supplemental FBO for aviation fuel. Customer represents and warrants that all products and services purchased hereunder will be for commercial purposes and Avfuel has relied on this representation in entering into this Agreement. 2. TERM: The initial term of this Agreement is three (3) years, beginning on the Effective Date specified in the Summary. The Agreement may be renewed for two (2) additional one (l) year terms. 3. PRICE AND PAYMENT: 3.1. Unless otherwise agreed in writing by the Parties, the price per gallon for Products delivered to Customer shall be as established by Avfuel from time to time in its discretion based upon market and other conditions that it deems pertinent based on the date and time that Avfuel loads the Products into delivery trucks. Prices shall be F.O.B. the Customer's facilities at the Airports (each a "Delivery Address") and shall be exclusive ofall taxes, fees, surcharges and other charges. 3.2. Unless otherwise agreed in writing or otherwise required by the state law where the Product is delivered, the standa¡d unit ofmeasurement ofquantities of Products purchased and delivered shall be the Net Gallon. The term "Net Gallon" shall mean the volumetric measurement, in U S gallons, of a Product actually loaded and measured at the point ofshipment, adjusted to the number ofU.S. gallons that would have been loaded at a temperature ofsixty degrees Fahrenheit (60'F). The conversion ratio shall be from the cunent American Society for Testing and Materials ("ASTM") IP Petroleum Measurement Tables. 3.3. Unless otherwise agreed in writing by the Parties, Customer agrees to pay in advance by bank wire transfer for all Products purchased hereunder. Failure to pay in advance shall be construed as a credit transaction and shall be subject to the Terms and Conditions of the Customer Credit Program set forth below. 4. TAXESANDOTHERCHARGES: 4.1. Customer shall pay all taxes, assessments, fees and other charges (the "Taxes") which are imposed by any federal, state or local govemmental agency or by any airport authority (collectively, the "Taxing Authorities") based upon the delivery, sale, importation, inspection, storage or use of the Products purchased by Customer, excepting Taxes which are imposed upon Avfuel based upon its net income or revenues. 4.2. fi the Taxing Authorities collect the Taxes directly from Customer, then Customer shall pay all such Taxes on or before their due dates. Ifthe Taxing Authorities require that Avfuel collect the Taxes from Customer at the time of sale, Avfuel will use its best efforts to include all such Taxes in its invoices to Customer and Customer shall pay all such invoices on or before their due dates.(ln its invoices, Avfuel will identifu those Taxes as separate items.) If Customer is entitled to an oxemption from any Taxes which the Taxing Authorities require to be collected by Avfuel, then, in order to permit Avfuel not to collect those Taxes, Customer shall obtain and provide to Avfuel cunent and valid exemption certificates relating to those Taxes. If, subsequent to the issuance of any invoice, the Taxing Authorities or Avfuel advises Customer of additional Taxes payable with respect to the Products covered by that invoice, then Customer shall promptly pay such additional Taxes. FBO Aviation Fuel Supply Agreement Rev l0/15/13 4.3 CUSTOMER ACKNOWLEDGES THAT IT REMAINS SOLELY RESPONSTBLE F'OR ALL SUCH TAXES EVEN IF AVFUEL FAILS FOR ANY REASON TO INCLUDE ANY SUCH TAXES IN ITS INVOICESTO CUSTOMER. HO\ryEVER, AVFUEL WILL INDEMNIFY CUSTOMER AGAINST ANY LATE CHARGES, PENALTIES OR OTHER CHARGES THAT CUSTOMER INCURS IF AVFUEL'S FAILURE TO INCLUDE ANY TAXES IN ITS INVOICE IS DUE TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 4.4. Customer's obligation shall extend to any Taxes which are assessable against Customer as a result of any subsequent change or reinterpretation of the laws relating to those Taxes or any exemptions from those Taxes and to any Taxes for which an exemption had been claimed but which are subsequently assessed by Taxing Authorities based upon its rejection of the claimed exemption for the Products or Customer. 5. DELWERY: 5.1 Deliveries shall be made to the Delivery Address (es) listed in the Special Terms And Conditions Avfuel or its authorized shipping agent ("Shipping Agent") shall be provided access to Customer's storage facilities during normal business hours, or at such other times as may be approved by Customer's authorized representative, for the purpose of unloading the Products. Unless otherwise agreed in writing, the minimum delivery of Jet A fuel will be a full standard transport tanker load which is equivalent to 7,500 Gross Gallons, and the minimum delivery for Avgas fuel will be a full standard transport tanker load which is equivalent to 8,500 Gross Gallons. Avfi.¡el reserves the right to impose a surcharge for deliveries of less than a full tanker load. 5.2. Delivery shall be into tanks designated by Customer Such designation shall be construed as a warranty that the designated tanks and containment areas have been inspected and approved by the appropriate regulatory agencies. Customer shall be responsible for all unloading operations including the placement of hoses into tle proper storage tanks. Customer shall specifically designate and gauge the available capacity ofthe tanks into which the Product shall be unloaded, and shall bear all responsibility of spillage or contamination of tlre Product after it leaves the end of any properly operating hose provided by Avfuel or its Shipping Agent. Access to Customer's tanks shall be furnished in such a manner that Avfuel or its Shipping Agent can safely and conveniently reach Customer's storage facility with the hoses available, and Avfuel or its Shipping Agent may refuse to complete any delivery which Avfuel or the Shipping Agent determines, in it sole discretion, cannot be made safely. 5.3. Any claim by Customer of any discrepancy in the quantity of the Product delivered shall be effective only if made by written Notice delivered to Avfuel within twenty-four (24) hours after the Product is delivered to Customer. GMN THE NATURE OF THE PRODUCTS, TIME IS OF THE ESSENCE \ryITH RESPECT TO SUCH CLAIMS AND NO CLAIM SHALL BE PERMITTED OR EFFECTIVE UNLESS DELIVERED WITHIN THE SPECIFIED PERIOD. 6. FORCE MAJEURE: Except as provided below, neither Party shall be responsible for any failure to comply with the terms of this Agreement due to causes beyond its reasonable control for the period the effects ofsuch causes continue. These causes shall include but shall not be restricted to: fire, storm, flood, earthquake, explosion, accident, acts ofany local, state or federal authority or agency or ofa public enemy, war, rebellion, tenorism, insurrection, sabotage, epidemic, quarantine restrictions, labor disputes, transportat¡on embargoes or delays, acts ofGod and unavailability ofthe Product. For purposes ofthis Agreement, the term "unavailable" shall mean that Avfuel, for any reason whatsoever, including but not limited to government action, reduced or allocated fuel supplies, lack oftransportation or the like, is unable to procure and deliver a specific Product on a commercially reasonable basis within two (2) days of the specific time requested by Customer In that event, and only to the oxtent of such unavailability, the Parties hereto shall be relieved oftheir obligations under the applicable provisions of this Agreement. If and as applicable, Avfuel will comply with any govemmental statute or regulation mandating the allocation ofavailable supplies ofProducts. The provisions ofthis Section shall not apply to the failure of a Party to pay any monetary amounts when due under this Agreement. Customer's InitialsPage I of l0 Attachment number 1 \nPage 3 of 12 Item # 1 7. UMITEDWARRANTY: 7.1 Avfuel warrants that all Products delivered pursuant to this Agreement will, at the time of delivery, conform to the then latest revision of following specifications: Aviation Gasoline will conform to the ASTM Specification D9l0; and Jet Fuel will conform to the ASTM Specification DI655. Avfuel retains the right to revise the applicable specifications upon written Notice to Customer. 7.2 THE LIMITED WARRANTY STATED ABOVE IS THE ONLY WARRANTY GIVEN BY AVFUEL REGARDING THE PRODUCTS. AVFUEL DISCLAIMS ANY OTHER \ryARRANTIES, EXPRESS ORIMPLIED, INCLUDING, }VITHOUT LIMITATION, ANY \ryARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. 7 3. Customer shall sample and test each shipment of Product prior to delivery using indusfy standard test procedures. IfCustomer determines or suspects non- conformity then Avfuel must be immediately notified, while the Shipping Agent is still present, and the delivery shall not be completed until either Customer accepts the Product, acknowledging conformity or Avfuel replaces the Product. Customer will permit Avfuel access to Customer's premises and records during normal business hours and upon four (4) hours'telephonic or written Notice to Customer for purposes of investigating any claim of non-conformity. If it is determined that the Product is non-conforming, Avfuel's sole obligation shall be either (1) replacement of the non-conforming Product with conforming Product, or (2) removal ofthe non-conforming Product and ca¡rcellation ofthe invoice for that Product or refund of the amount paid for that Product, as determined by Avfuel. Avfuel will be reasonably prompt in its actions hereunder. TIME IS OF THE ESSENCE AND ANY FAILURE TO FOLLO\ry THE ABOVE PROCEDURE SHALL VOID THE LIMITf,D \ryARRANTY. & COMPLIANCTTilTITII-AWS: 8.1. Each Party shall, at all times and in all respects, comply \ùith all federal, state, county or municipal laws, ordinances, rules and regulations goveming its actions in tlre purchase, storage, handling and sale of the Products and all industry standards pertaining thereto, including those that may contain tetraethyl lead or lead alkyl Further, each of the Pa¡ties agree to use its reasonable best efforts to assist the other Party in complying with such laws, ordinances, rules and regulations which the other Party may be required to observe in the performance of its obligations under this Agreement. Each Party reserves the right to terminate those portions of this Agreement goveming the purchase of a Product if the other Party violates the provisions of this subsection with respect to that Product. In such event, the remaining provisions of this Agreement shall continue in full force and effect. 8.2. Each Party shall properly instruct its employees, agents and contractors with regard to compliance with all applicable laws, ordinance, rules, regulations and standa¡ds goveming the sale and distribution of the Products that a¡e the subject ofthis Agreement. 9. INDEPENDENT STATUS: Each Party shall at all times function as an independent contractor and not as a subcontractor, employee or other agent of the other Party. Neither Party shall have the autlrority to and shall not purport to make any commitments or representations on behalf of the other Party or otherwise to take any actions on behalfofthe other Party. IO. RECIPROCAL INDEMNIFICATION: TO THE EXTENT PERMITTED BY LAW, EACH PARTY (AS sucH, THE "INDEMNIFYING PARTY") AGREES TO INDEMNIFY AND TO HOLD HARMLESS THE OTHER PARTY AND THE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF THE OTHER PARTY (AS SUCH, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, CAUSES OF ACTTON, COSTS oR EXPENSES (INCLUDING ATTORNEY'S FEES) OF WHATSOEVER NATURE WHICH ARE ASSERTED AGAINST OR INCURRED BY ANY INDEMNIFIED PARTY AS A RESULT OF THE BREACH BY THE INDEMNIFYING PARTY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR AS FBO Aviation Fuel Supply Agreement Rev 10/15/13 RESULT OF ANY NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE INDEMNIFYING PARTY OR oF ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE INDEMNIFYING PARTY. ANY AMOUNT PAYABLE BY THE INDEMNIFYING PARTY UNDER THIS SECTION IO SHALL BE DUE WITHIN SIXTY (60) DAYS AFTER WRITTEN DEMAND AND ANY SUCH AMOUNT \ryHICH IS NOT PAID WHEN DUE SHALL BEAR INTEREST FROM THE DUE DATE TO THE DATE OF PÄYMENT AT THE RATE OF I6VO PER ANNUM (OR,IF LESS, AT THE MAXIMUM RATE OF INTEREST PERMITTED UNDER THE LÄWS OF THE STATE IN WHICH THE INDEMNIFYING PARTY HAS ITS PRINCIPAL PLACE OF BUSINESS). \ilITHOUT LIMITING THE GENERALITY OF THE ABOVE PROVISIONS, THE OBLIGATION OF THE INDEMNIFYING PARTY UNDER THIS SECTION IO SHALL INCLUDE ANY REASONABLE ATTORNEY'S FEES OR OTHER COSTS INCURRED BY THE INDEMNIFIED PARTIES IN ENFORCING THE OBLIGATION OF INDEMNITY UNDER THIS SECTION. EACH PARTY'S OBLIGATION TO INDEMNIFY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE LAPSE OF ALL APPLICABLE STATUTES OF LIMITATIONS OR SIMILAR TIME PERIODS WITHIN WHICH AN ACTION FOR INDEMNITY OR CONTRIBUTION MUST BE BROUGHT. THE PARTIES ACKNOWLEDGETHAT GEORGIA LAW PROHIBITS SUCH TNDEMNIF'ICATION BY THE CUSTOMER. 11. BREACHA¡{DTERMINATION: ll.l. Failure of a Party to comply with the provisions of this Agreement shall constitute a breach of the Agreement by the non-complying Party. Except as otherwise permitted under this Agreement, the non-breaching Party shall provide Notice of that breach to the other Party in the manner set forth in Section 14. The Notice shall specifo the alleged breach and the period within which the breach must be cured which, except as provided in Section 11.2, shall be at least ten (10) business days. The Party receiving such Notice shall respond thereto in writing within three (3) business days. Ifthe breach is not cured or the dispute resolved within the period specified in the Notice, the Party claiming breach, by further written Notice, at its election, may affirm this Agreement and initiate appropriate legal actions to require the other Party to remedy that breach or may immediately terminate this Agreement. In either instance, the Party claiming the breach may by appropriate legal proceedings seek and secure recovery ofany damages resulting from that breach. 1 1.2. The provisions ofSection I l.l to the contrary notwithstanding, ifthe breach is of the Customer's obligation to make a payment to Avfuel when due, then Avfuel may declare all amounts owed to it under this Agreement immediately due and payable, and Avfuel, in addition to all other rights hereunder, may suspend its performance or terminate this Agreement forthwittr and giving Customer a Ten (10) Day Notice and the opportunity to cure. Avfuel shall also have the right to offset any amount that Avfuel then or thereafter owes to Customer, to any guarantor ofthe Customer's obligations under this Agreement or to any affiliate entity that owns, is owned by or is under common ownership with the Customer against any amounts owed by Customer to Avfuel. Exercise of the foregoing remedies shall not constitute a waiver of any amount due by Customer hereunder or of any damages accruing by reason ofthe breach ofany ofthe terms or conditions ofthis Agreement. Fuels on board repos repossessed Equipment will become the property of Avfuel, and credited against any amount owed Avfuel by Customer at that day's market price. 11.3. The Party claiming a breach may waive that breach by giving Notice to the other Party in the manner set forth in Section 14 below. The waiver ofany breach shall not constitute a waiver ofany subsequent breach ofthe same or Customer's InitialsPage 2 of l0 Attachment number 1 \nPage 4 of 12 Item # 1 any other term or condition Any failure ofeither Party to enforce rights or seek remedies arising out of any breach by the other Party shall not prejudice or affect the rights and remedies of that Party in the event of any subsequent breach by the other Party. 11.4. Except as set forth in Section 112, any dispute that arises under this Agreement, pursuant to Section ll.l or otherwise, shall be submitted to a senior officer or other person having the authority to negotiate the resolution of such disputes for each Party. Those persons shall attempt, in good faith, to resolve the dispute, and no action in law or equity shall lie until the process set forth herein shall have run its course. If the dispute involves the payment of money, all undisputed amounts shall be paid when due regardless ofwhether the undisputed amount is only part ofan invoice. I I 5. The exercise of a Party's right to terminate the Agreement or to exercise any other remedy shall not be deemed an election of remedies and shall be without prejudice to the non-breaching Party's rights to exercise any other remedy afforded to it by this Agreement or by law or equity. In any action related to the enforcement or breach ofthis Agreement, the prevailing Party shall have the right to recover its reasonable attorney's fees and costs actually incurred. 12. INSTJRANCE: 12.1 Customer shall secure and at its cost shall thereafter maintain in effect during the term of this Agreement the following insurance and fumish Avfuel a Certificate of Insurance evidencing: (l) aviation general liability insurance, including products and completed operations liability, with limits not less than one million dollars ($1,000,000.00) combined single limit for bodily injury and property damage; and (2) automobile liability insurance with limits not less tha¡l one million dollars ($1,000,000.00) combined single limit for bodily injury and property damage; (3) workers compensation covering all employees ofCustomer and (4) physical damage coverage covering the value ofany leased Equipment. shall provide for at least thirty (30) days' written Notice to Avfuel prior to cancellation or modification. Prior to the Effective Date stated in the Summary, and from time to time thereafter as requested by Avfuel, Customer shall fumish Avfuel a Certificate of Insurance evidencing compliance with this Section. 12.2. Customer may, if it chooses, apply for this insurance through Avfuel's subsidiary, Avsurance Corporation. 12.3 Avfuel cunently offers to qualifuing customers that participate in Avfuel's Brand Program ("Branded Dealers") the opportunity to participate in Avfuel's Excess Aviation Liability Insurance Program. To qualiS, a Branded Dealer must maintain as its primary insurance coverage an Airport Liability Policy with premises, products and completed operations coverage of $1,000,000 (combined single limit) issued by an insurer acceptable to Avfuel. This Program currently allows quali$ing Branded Dealers, at no charge, to be designated as additional insured parties under an Excess Aviation Liability Insurance Policy secured by Avfuel, with excess coverage in the amount of $50,000,000 against claims for bodily injury or property damage resulting from defects in any aviation gasoline and jet fuel that is supplied by Avfuel to the Branded Dealer and resold by the Branded Dealer to end users. To participate in this Program and secure this excess coverage, the Branded Dealer must complete and submit to Avfuel the required Application and provide to Avfuel a Certificate of Insurance confirming its primary insurance coverage and naming Avfuel as an additional insured. A Branded Dealer becomes an additional insured under Avfuel's Aviation Products Excess Liability insurance coverage on the date that Avfuel delivers Notice to the Branded Dealer that its Application and Certificate oflnsurance have been approved by Avfuel and the excess coverage will be applicable to occuffences following that date. Avfuel reserves the right to discontinue this Program or to require the Customer to pay a charge for participation in this Program. But in that event, Avfuel will deliver Notice to the Branded Dealer at least thirty (30) days prior to the effective date ofthat discontinuance or cost change so that the Br¿¡lded Dealer has the ability if it chooses to make altemative arrangements. 12.4 Avfuel shall provide the following insurance to the Customer: INSURANCE REQUIREMENTS. Avfuel, shall at its sole cost and expense and for the full term of the Agreement including any extension thereof, shall obtain and maintain, at a minimum, all of the insurance requirements outlined below: . 12.4.1 Avfuel shall provide a Comprehensive Broad Form General Liability to include Products and Completed Operations Liability coverage program of at Ieast $50,000,000 per occurrence. Customer shall be added as an additional FBO Aviation Fuel Supply Agreement Rev l0l15/13 named insured and be given a thirty (30)-day notice of any cancellation or policy changes. 12.4.2 Comprehensive General (Public) Liability: Coverage shall have minimum limits of $3,000,000 per Occunence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability (insuring Indemnity provision within this contract).I2.4.3 Business Auto Liability: Coverage shall have minimum limits of $5,000,000 per Occunence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired, and Non-Owned Vehicles and Employee Non- Ownership 12.4.4 Workers Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. f3, ASSIGNMENT: Neither Avfuel or the Customer shall æsign its rights or delegate its obligations under this Agreement, in whole or in part, unless with the prior written consent of Avfuel, which consent will not be unreasonably withheld Any transfer of a controlling interest in Customer or Avfuel shall be deemed an assignment requiring the consent ofthe other. 14. NOTICES: All notices permitted or required under this Agreement (each a "Notice") shall be in writing. Notices by facsimile or email transmission shall be deemed "delivered" on the date of confirmed transmission, without enor, to the fax number or email address designated in the Summary. Notices by mail shall be deemed delivered three (3) business days following the date deposited with the United States Postal Service, certified mail, retum receipt requested, postage prepaid, addressed to the Party at the address ofthe principal ofïice. Notices sent by ovemight courier shall be effective on the next business day following deposit with the ovemight courier for ovemight delivery with the delivery fee prepaid, addressed to the Party at the address of the principal offrce, and with instructions to obtain the signature of the addressee. 15. PROGRAMPARTICIPATION: 15.1 The provisions of these General Terms And Conditions will apply to the CUSTOMER CREDIT PROGRAM,, BRAND PROGRAM, AVTRIP PROGRAM, CREDIT CARD ACCEPTANCE PROGRAM, AVSURANCE PRIMARY COMMERCIAL INSURANCE PROGRAM, CONTRACT FUEL PROGRAM and EQUIPMENT LEASE PROGRAM that are described in the subparts below (each a "Program") except to the extent these provisions are inconsistent with the provisions in the subpart describing that Program.. 15 2 If the Customer participates in any Program, whether by formally electing to participate in that Program by selection in the Summary or by informally electing to participate in that Program by taking part in the benefits ofthat Program, the Customer will be bound by and subject to the provisions in the subpart relating to that Program, as supplemented by the provisions ofthese General Terms And Conditions. f6. GOVERNING LAW: This Agreement shall be construed as having been made in the State of Georgia and all rights and obligations under it shall be governed by the laws ofthe State ofGeorgia without regard to its conflict of laws provisions. Any lawsuit to interpret or enforce and provision of this Agreement shall be brought in the State ofGeorgi4 and exclusivejurisdiction shall lie with the courts located in Augusta Richmond County and each Party hereby submits to the exclusivejurisdiction ofthose courts. 17. SEVERABILITY: In the event that any court of competent jurisdiction shall determine that any provision ofthis Agreement shall be unenforceable, then that provision shall be deemed to be null and void and the remaining provisions hereof shall remain in full force and effect. 18. ENTIRE AGREEMENT/AMENDMENTS: This Agreement, including all of its parts, sets forth the entire agreement between Avfuel and Customer with respect to the subject matter hereof and there are no other terms or conditions, oral or written, express or implied, relating to or otherwise affecting such subject matter. No term or condition of tlre Summary or Special Terms And Conditions shall be changed, supplemented, cancelled or waived unless in writing and signed by both Avfuel and Customer. Avfilel reserves the right at any time and from time to time to amend these General Terms And Conditions and the Programs. The General Terms And Conditions and the Programs, as amended from time to time, are posted at y Àry¿LfuçIça$/þgallayfugl Page 3 of l0 Customer's Attachment number 1 \nPage 5 of 12 Item # 1 branded dealer.asp. If Avfuel and Customer have, prior to the effective date, been parties to any other agreement relating directly to the sale of Products to Customer (a "Prior Agreement"), such Prior Agreement, except for guararitees, shall be superseded as ofthe effective date and all rights and obligations between Avfuel and Customer with respect to the supply of Products from and after the effective date shall be govemed by the terms of this Agreement. The terms and conditions of such Prior Agreement shall, however, remain in full force and effect with respect to rights and obligations relating to the supply of Products prior to the effective date and nothing contained in this Agreement shall be construed as terminating or otherwise affecting any such rights or obligations. Employment Eligibility Verification and Systematic Alien Verification for Entitlements (SAVE):All contractors and subcontractors entering into contracts with August4 Georgia for the physical performance of services shall be required to execute an Affidavit veriry¡ng its compliance with O.C.G.A. S 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with August4 Georgia has registered with and is participating in a federal work authorization program. All contractors and subcontractors must provide their E-Veriff number and must be in compliance with the electronic verification of work authorized programs operated by the United States Department of Homeland Security or any equivalent federal work authorization program operated by the United States Department of Homeland Security to verif, information of newly hired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, in accordance with the applicability provisions and deadlines established in O.C.G.A. $ 13-10-91 and shall continue to use the federal authorization program throughout the contract term. All contractors shall further agree that, should it employ or contract with any subcontractor(s) in connection with the physical performance of services pursuant to its contract with Augusta, Georgia the contractor will secure from such subcontractor(s) each subcontractor's E-Verif, number as evidence of verification of compliance with O.C.G.A. $ 13-10-91 on the subcontractor affidavit provided in Rule 300-10-01-.08 or a substantially similar form. All contractors shall further agree to maintain records of such compliance and provide a copy of each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform such physical services. 20. Systematic Alien Verification for Entitlements (SAVE) Program O.C.G.A. $ 50-36-1, requires Georgia's cities to comply with the federal Systematic Alien Verification for Entitlements (SAVE) Program. SAVE is a federal program used to veriff that applicants for certain "public benefits" are legally present in the United States. Contracts with August4 Georgia are considered "public benefits." Avfuel's affidavit is attached hereto. 21. Avfuel must be able to provide fuel as requested by FBO to include any increases generated by special events affecting the sale of aviation fuel at Airport i.e., Masters@ Golf Toumament or military exercises. As an indicator of Fuel Farm requirements, the following represents the estimated number of gallons required: Type Annually Monthly Avg Monthly Range JetA 3,000,000 250,000 140,000 - 600,000 r00LL 45,000 3,7s0 3,000 - 5,000 2l.l Fuel Allocation. In the event of fuel allocation, not mandated by Federal or Georgia regulations, Avfuel will be required to supply the Farm on a monthly basis with the same quantity of fuel needed for the same month of the previous calendar year plus an additional factor often percent (107o). 22. Fuel Specifications 22.1 JET A. Meet the requirements of ASTM (American Society for Testing and Materials) D-1655 (latest revision). If fuel delivered to the Customer contains additives, Supplier shall speci$, the additive(s) and associated cost(s). 22.2 Avgas l00LL. Shall meet the requirements of ASTM D-910 (latest revision). If fr.¡el delivered to the Farrn contains additives, Supplier shall specifo the additive(s) and æsociated cost(s). 22.3 Quality Control Tests. Customer may perform any quality control tests that are generally accepted in the aviation fuel industry and reserves the right to reject any delivery it deems unsuitable. Farm maintains the right to reject any operator/truck violating rules of safety. Supplier will perform and document the following quality control tests before shipments are delivered at FBO Aviation Fuel Supply Agreement Rev l0/15/13 the Farm: Visual, Coloç TWSIM (Jet A only), Gaging, Bottom sediment and water, Temperature, API Gravity, etc. CUSTOMER CREDIT PROGRAM: IN THE EVENT THAT AVFUEL CHOOSES TO DELIVER GOODS OR SERVICES THAT HAVE NOT BEEN PAID FOR IN FULL BY WIRE TRANSFER PRIOR TO THE TIME OF TIIAT DELIVERY. AVFUEL SHALL BE CONSTRUED AS HAVING EXTENDED CREDIT TO CUSTOMER AND THE F'OLLOWING TERMS AND CONDITIONS SIIALL APPLY. l. Credit tems may not be used during any period in which the Customer is in breach of its obligations under this Agreement. In addition to the provisions of Section ll ofthe General Terms And Conditions, for the specific puçoses of this Customer Credit Program, the Customer will be in breach if (a) any amount charged to the Customer's account is not paid in accordance with the agreed upon payment terms; (b) ifand for so long as the Customer is in breach ofany of its obligations under any Agreement with Avfuel or any of its subsidiaries; or (c) if Avfuel determines that there is any misrepresentation or breach of a wananty by the Customer under or with respect to any Agreement with Avfuel. Use of credit is limited to the amount specified in the Special Terms And Conditions of this Agreement. No purchase may be made which would cause the total amount owed under this Agreement to exceed that credit limit. 2. Upon termination of this Agreement, Customer shall have no right to credit terms for new purchases, but all obligations incurred prior to the termination, as well as all remedies provided for default or breach, shall survive. IfAvfuel, intentionally or unintentionally, permits any purchases on credit after termination, then the terms of this Agreement shall pertain to those charges. 3. Subject to tlre approval by Avfuel at its offices in Michigan, all purchæes by Customer for which Avfuel does not receive payment at or prior to the time of delivery to Customer shall be charged as principal to Customer's account. Avfuel may require Customer or Customer's authorized representative, as a condition ofdelivery or at any time thereafter, to give receipt for all deliveries in writing and to sign sales slips and other documents in Avfuel's opinion necessary to record or substantiate any or all transactions resulting in a charge to Customer's account. 4. Avfuel shall invoice Customer for all Products delivered to Customer or to Customer's designees. Invoices shall include the selling price of the Products delivered, taxes, duties, and any other charges as separate line items. Each invoices will be payable in full on or before that due date specified in that invoice. 5. Unless otherwise determined by Avfuel in its discretion, all payments received will be applied by Avfuel (subject to collection of remittance if other than cash) first to interest, ifany, accrued on Customer's account, then to the unpaid principal balance owed upon such account in direct calendar order ofdue date. 6 Customer agrees to pay to Avfuel upon demand a fee of $50.00 for each check, draft or other form of remittance that is not honored by the drawee upon due presentment by Avfuel or its agents. 7. From time to time, Avfuel may send Customer a statement of Customer's account for Customer's information showing in summary, or in such detail as Avfuel may deem appropriate, cunent transactions Avfuel posted to Customer's account to date thereof, the amount ofinterest (ifany) which hæ accrued, and the balance owing thereon; however, the failure of Avfuel to fumish any such statement shall not relieve Customer of the obligation to make payment against invoices when due in accordance with the other terms of this Agreement. Customer agrees to review all statements promptly after receipt, and shall have tlìirty (30) days íìom dale of receipt to notit¡ Avfuel in writing of any discrepancies. If no such Notice is given, such stålement shall be conclusively presumed correct. 8. In the event that any invoice is not paid in full by the due date stated within thirty (30) days, the unpaid amount of the invoice shall bear interest until paid at the lower of 18% per annum or the highest rate which may lawfully be contracted for, charged and received according to applicable law for business purchases at the time of delivery Notwithstanding anything in this Agreement to the contrary, Customer shall never be obligated to pay and Avfuel shall never be entitled to receive any interest upon any indebtedness incuned by Customer pursuant hereto in excess of the maximum contract rate Page 4 of 10 Customer's Inifi clc Attachment number 1 \nPage 6 of 12 Item # 1 9. of interest authorized by applicable law for business purposes, and it is expressly understood and agreed that ifAvfuel shall render any charge for the payment of usurious interest, such charge shall be automatically and unconditionally reduced to the maximum non-usurious amount, and the excess, if paid, shall be applied as credit to Customer's account. If such application results in a credit balance in Customer's said account, such balance shall be refunded to Customer or applied to the next due amount in such account as Customer shall direct. 10. If, at any time during the term of this Agreement, the financial responsibility of Customer becomes impaired or unsatisfactory to Avfuel, in the sole judgment of Avfuel, Avfuel, effective immediately upon delivery of Notice to Customeq may require the advance cash payment or other security satisfactory to Avfuel for any shipment of fuel and shipment may be withheld until such payment or security is received. 11, THIS PARAGRAPH APPLIES ONLY TO THOSE PERSONS WHO'S SIGNATURES APPEAR AS GUARANTORS ON THE SIGNATURE PAGE OF THIS AGREEMENT. PERSONS SIGNING AS GUARANTORS SHALL BE CONSTRUED AS PERSONAL GUARANTORS REGARDLESS OF ANY OTHER DESIGNATION. In consideration of the extension of credit by Avfuel to Customer, each of the parties signing as Gua¡antors on the signature page of this Agreement agrees to guarantee the prompt payment of all amounts owed to Avfuel by Customer whether such amounts are existing at the time that this Guarantee is signed or are incuned at any time during the life of this Gua¡antee. Avfuel may demand payment from a Guarantor under this Guarantee at any time that it deems itself insecure with respect to any amount owed by Customer. Each Guarantor hereby waives notice of acceptance of this Gua¡antee by Avfuel, notice of default by Customer, and all other notices that the Guarantor may otherwise be entitled to receive. Failure on the part ofAvfuel to give any such notice shall not discharge any obligation of any Guarantor under this Guarantee. Each Guarantor also hereby waives any requirement that Avfuel proceed against Customer before making a demand for payment hereunder, and agrees to pay all attomey's fees and court costs incurred by Avfuel in the enforcement of its rights hereunder. This is a continuing Guarantee and shall not be revoked by the death of any individual party or by the dissolution of any co¡porate party or any other entity that is a party hereto, and shall remain in force until Avfi¡el receives written notice to extend no further credit to Customer on the security ofthis Gua¡antee. Such notice shall not discharge any obligation ofany Guarantor æ to any then existing indebtedness or obligation of Customer arising out of a hansaction that took place prior to the receipt of such notice, regardless of the time for determination, maturity, or performance thereof. Each Gua¡antor agrees to provide periodic statements of frnancial condition to Avfuel upon request. This Guarantee shall survive the termination of this Agreement until all amounts due Avfuel under this Agreement have been paid in full. 12. Avfuel reserves the unilateral right to amend, suspend, or terminate the Customer Credit Program at any time effective upon sixty (60) days written notice to the Customer. Customer may withdraw from this Program upon sixty (60) days Notice to Avfuel. See Section 14 of the General Terms and Conditions regarding Notices. Termination of Customer's participation in this Program shall not be construed as terminating the Agreement or Customer's participation in another Program. BRAND PROGRAM: IF CUSTOMER HAS ELECTED TO PARTICIPATE IN AVFUEL'S BRAND PROGRAM. THE FOLLO1VING WILL APPLY. L Customer has been invited and has elected to participate in Avfuel's Brand Program. Accordingly, Avfuel hereby licenses Customer as a dealer ("Branded Dealer") to use Avfuel's Brand Names and Trademarks subject to the provisions set forth herein All trade names, trademarks, service marks, logos and other commercial symbols that Avfuel either owns or has the right to sub-license (the "Intellectual Property") shall be and remain the property of Avfuel. Further all signs, decals, graphic materials and other tangible property supplied by Avfuel wbich bear or are imprinted with any of the Intellectual Property or are used to imprint or display the same (the "Branded Property") and all replacements thereof shall be and remain the property of Avfuel. Any use of the Intellectual Property or the Branded Property by the Customer otherwise than as expressly authorized by this Agreement is hereby expressly prohibited. Upon termination of Customer's participation in the Brand Program Customer shall, at its expense, de-install and retum to Avfuel all salvageabl€--+ig+aæ and retum or destroy all other items that identifl Customer as a branded Avfuel dealer. 2. Avfuel agrees to supply to Customer, for Customer's use and possession during the term ofthis Agreement such signs, decals, credit card imprinters FBO Aviation Fuel Supply Agreement Rev l0/15/13 and other graphic materials as Avfuel deems necessary in order to identiff Customer as an Avfuel Branded Dealer. Unless otherwise agreed in writing, Avfuel will bear all costs of such materials. Customer agrees to honor all Avfuel charge cards, subject to the provisions ofthe Credit and Charge Card Acceptance Program set forth below, during Customer's participation in Avfuel's Brand Program. 3. Customer shall be responsible for obtaining all necessary permits and for installation of all Branded Property including (without limitation) all electrical and other connections, and shall make sure that all installations shall comply with all brand specifications and with all applicable state and local codes, ordinances and governmental regulations (if any). Unless otherwise agreed in writing, the Customer will bear all costs of installation. No signage shall be installed so as to become a fixture upon real property. The use ofcolor schemes and Intellectual Property painted on facilities and equipment owned by Customer or others and used in the conduct of Customer's business, shall comply with particular and displayed specifications Customer shall be responsible for maintenance and upkeep of Branded Property and Paint-ons, and agrees to keep and maintain the same at all times in a good, clean, safe, operative and first class condition, neatly painted and displayed. If any of such installation or maintenance is performed by Avfuel, Customer agrees to remit upon demand all costs thereof, including (without limitation) all expenditures for labor, materials and the like. Ifany Branded Property is damaged, lost or destroyed while in Customer's use, possession or control, or if Customer shall deliver any of such property to anyone not herein expressly authorized to use or possess it, Customer agrees to repair, recover or replace such property forthwith, at Customer's expense 4. Customer shall keep all Branded Property insured at all times against loss, theft, fire or physical damage, up to the full replacement cost thereof, designating Avfuel as the loss payee. The Customer shall pay when due all personal property taxes and assessments assessed against the Branded Property and shall neither suffer nor permit any lien or encumbrance or any attachment against any ofsuch Branded Property. 5. Customer agrees that it will not use or display any Branded Property or Intellectual Property: (a) in a manner which causes or is calculated to cause confl¡sion among patrons of Customer or the general public as to the type, characteristics, quality, manufacture or sponsorship ofany fuel or other product which Customer offers for sale; (b) for the purpose of selling or promoting the sale of aviation fuel other than fuels supplied by Avfuel; or (c) for the purpose of selling or offering for sale any product which has been diluted or adulterated, whether intentionally or not. Customer fufher agrees that it will at all times maintain its facilities and conduct its operations in compliance with those standards and procedures established from time to time by Avftel and applicable to aviation fixed base operators displaying any of the Intellectual Property. Such standards and procedures may include (without limitation) image quality standards for the brand displayed, quality control and refueling procedures for products bearing such brand, and standards for services offered and facilities utilized by Customer in conjunction with such products. Avfuel may, but shall be under no obligation to conduct periodic tests and inspections as it may deem appropriate to evaluate compliance with this Agreement. Copies of all test and inspection reports shall be given to Customer. It is expressly understood that the purpose of any such tests or inspections is to assist Customer in complying with the standards set for a Branded Dealer. By performing such tests or inspections Avfuel assumes no responsibility for Customer's failure tO¡onpb¿¡u¡i1h:thç,$htdards or for safety hazards, latent or patent, created or maintained by Customer. If Avfuel determines, in its sole discretion, that Customer is or has violated this provision, tlren Avfuel may suspend or terminate Customer's right to use Avfuel's Brands and or Trademarks. 6. Avfuel has invited the Customer to participate as a Branded Dealer on the expectation and condition that (a) the Customer's deliveries of aviation fuel at the Delivery Addresses will be limited to deliveries to end users pursuant to direct sales by the Customer to those end users and deliveries to purchasers listed as Contract Fuel Customers (a "CFC") to facilitate direct sales by Avfuel to those CFCs pursuant to Avfuel's Contract Fuel Program (the "CFD Program"), (b) the Customer will make deliveries of aviation fuel at the Delivery Addresses to purchæers listed as CFCs only pursuarit to the CFD Program and will not make direct sales to those CFCs and (c) except for sales pursuant to the CFD Program to purchasers listed as CFCs for brokered resale by those CFCs to end users, the Customer will not make any deliveries of aviation fuel at the Delivery Addresses pursuant to brokered sales (i.e. sales to end users in which a third party receives a brokerage margin or commission or other fee from the Customer or the end user or sales to third parties who resell Page 5 of 10 Customer's Initials Attachment number 1 \nPage 7 of 12 Item # 1 the fuel to end users). The Customer acknowledges that these conditions are necessâ¡y to preserve Avfuel's continuing investment in developing and maintaining Avfuel's Brand Program and that Customer's failure to comply with these conditions will result in Avfuel's exercise of the right pursuant to Section 7 to discontinue the Customer's participation as a Branded Dealer. 7 Avfuel reserves the unilateral right to amend, suspend, or terminate the Brand Program at any time effective upon written notice to the Customer. Customer may withdraw from this Program upon sixty (60) days Notice to Avfuel. See Section 14 of the General Terms and Conditions regarding Notices. Termination of Customer's participation in this Program shall not be construed as terminating the Agreement or Customer's participation in another Program. AVTRIP PROGRAM: IF CUSTOMER HAS ELECTED TO PARTTCIPATE IN AVFUEL'S AVTRIP PROGRAM. THE FOLLOWING WILL APPLY. I Customer has been invited and has elected to participate in Avfuel's AVTRIP Program a marketing incentive program intended to reward pilots who choose to purchase fuel and services from participating Avfuel dealers. 2. C\stunerwill: 2. l. Use its best efforts to enroll pilots in the AVTRIP Program; 2.2. Awud all participating pilots two AVTRIP Points for each U.S. gallon of fuel purchased from Customer and, at Customer's discretion, a minimum of one point for each U.S. dollar, or part thereof, spent by a participating pilot for parts and services at Customer's facilities; 23. Pay to Avfuel, by deduction from amounts due to Customer or in cash if no amounts are due Customer, $.01 for each AVTRIP point awarded; 2.4. Maintain complete records of all points eamed by participating pilots; 25. Train its personnel in the operation of the AVTRIP Program, and prominently post written materials relating to AVTRIP in and around its facilities in order to encourage pilot participation in the program; and 2.6. Promptly send all enrollments to Avfuel so that the enrollee can be added to the list of AVTRIP participants. Not less frequently than every two weeks, Customer will send Avfuel copies of all records pertaining to points eamed by pilots that have not been previously reported via POS transmission, and remit to Avfuel all sums due hereunder. 3. Avtuel will: 3.1 Act as the administrator of the AVTRIP Program; and 3 2. Include the AVTRIP Program in its local, national and intemational marketing and advertising efforts as it deems appropriate to encourage pilot paficipation in the AVTRIP Program. 4. The price charged to any pilot for fuel, pafs or service shall not be based on whether a pilot participates in the AVTRIP Program. 5. Avfuel reserves the unilateral right to amend, suspend, or terminate the AVTRIP Program at any time effective upon written notice to the Customer. Avfuel also reserves the right to terminate any individual's participation at any time for misuse of the AVTRIP card, violation of the rules of the program, or inactivity for a period of twelve (12) consecutive months. Customer may withdraw from this Program upon ninety (90) days Notice to Avfuel. See Section 14 of the General Terms and Conditions regarding Notices. Termination of Customer's participation in this Program shall not be construed as terminating the Agreement or Customer's participation in any other program. CREDIT AND CHARGE CARD ACCEPTANCE PROGRAM: IF CUSTOMER HAS ELECTED TO PARTICIPATE IN AVFUEL'S CREDIT AND CHARGE CARD ACCEPTANCE PROGRAM. THE FOLLOTryING WILL APPLY. l. Customer has been invited a¡rd has elected to participate in Avfuel's Credit and Charge Card Acceptance Program (the "Charge Card Acceptance Program") Accordingly, Customer may honor any valid credit or charge card listed as accepted in the most current Acceptable Card List C'ACL") issued by FBO Aviation Fuel Supply Agreement Rev l0/15/13 Avfuel and published in its website at Avfuel.con:! (the "Accepted Cards") for the purchase by the party to which that card is issued (the "Cardholder") of products and services if the purchase has been specifically approved by Avfuel 2. Customer shall prepare a voucher for each transaction (a "Card Transaction") with an Accepted Card (a "Voucher") and shall promptly submit that Voucher to Avfuel. The term "Voucher" means an electronically prepared credit card slip or other written record ofa credit sale in form acceptable to Avfi.lel that has been frrlly completed by Customer and for which Customer is retaining a copy signed a person authorized to use that Accepted Card (an "Authorized User"). Each Voucher must be submitted electronically by means of an approved point of sale machine or point of sale software system (a "POS Device") in accordance with the instructions conlai¡Ed-iûlhf.thÊ¡Lcuren edition of Avfuel's Manual that can be viewed or downloaded at Avfuel's \üebsite at Avfuel.com. In all Ca¡d Transactions, tlre Customer is responsible for making sure that the card presented is an Accepted Card and is not expired and that the person signing the Voucher is an Authorized User. In Card Transactions where the Voucher is first prepared manually, the Customer is also responsible to make sure that the Voucher is complete and legible. If imprinted and hand written amounts on a Voucher do not agree the lesser amount shall be presumed to be correct. The Customer shall make a manual imprint of all ca¡ds electronically processed but requiring that the card number be entered manually, in order to prove that the ca¡d was present at the time of sale. "Promptly" means batches of Vouchers should be submitted (settled) at least once per day and by ll:00 PM Centd Time but in no case any less frequently than once every 72 hours. Customer must keep copies ofsigned Vouchers and summaries for a period ofseven (7) years and supply Avfuel with duplicates if requested. Manual Ca¡d Tra¡sactions are for pre-ananged emergency processing only and are not accepted under most circumstances. Higher discount rates apply for manual Card Transactions and electronic Ca¡d Tra¡rsactions not settled and received daily by 1 I pm Central Time. 3. Upon receipt from the Customer of a properly prepared and processed Vouchers together with any necessary summa¡ies thereof on forms prescribed by Avfuel at its website at Avfuel.com, Avfuel shall, on its normal schedule, remit to Customer or, æ Avfuel may elect, credit Customer's fuel purchase account with Avfuel, in an amount equal to the total face amount of all such Vouchers less such discounts as applicable according to Avfuel's then current Accounts Receivable Discounts Schedule ("ARDS) issued to Customer by Avfuel and subject to adjustments and chargebacks as provided in Section 7 below and less any fees for AVTRIP point awards. In addition to any lien rights \ilhich Avfuel might otherwise possess as a result of services provided to the Cardholder, upon Customer's receipt of the payment or credit from Avfuel for the Vouchers generated from the Customer's sales to that Cardholder, the Customer automatically and inevocably transfers to Avfuel any lien rights that Customer has or may have with respect to any property owned by the Cardholder arising from the Ca¡d Transaction(s) for which those Vouchers were issued. Avfuel's ARDS is subject to change upon five (5) days prior written Notice 4. Customer acknowledges merchant processing instructions and rules and regulations established by the issuers ofthe Accepted Cards (the "lssuers") in the Issuers' websites that a¡e included in or referenced in Avfuel's website at Avfuel.com and agrees to abide by these instructions, rules and regulations, as updated from time to time by the Issuers. Furthermore Customer agrees to comply with all Data Security Standa¡ds and Data Security Policies of the Issuers (the "PCI/DSOP Requirements") and certifies to Avfuel that it is and will continue to be compliant with those PCI/DSOP Requirements. Customer understands that failure to be fully compliant with the PCI/DSOP Requirements may result in loss of right to process Card Transaction under the Charge Card Acceptance Program. Customer acknowledges that Avfuel has no responsibility or liability if Customer fails to abide by such instructions, rules and regulations. 5. Customer acknowledges receipt of, and agrees to observe, Avfuel's cunent instructions for recording and processing Card Transactions that are included in Avfuel's website at Avfuel.com Avfuel reserves the right to amend any and all instructions in its website and to add new instructions to its website from time to time, and Customer aglees to be bound by all such amendments arid new instructions. Avfuel also reserves the right to issue new or revised forms, POS Machines, software and imprinters from time to time, and to issue instructions regarding their use to be effective upon five (5) days prior written Notice. Page ó of I0 Customer's Attachment number 1 \nPage 8 of 12 Item # 1 6. Customer shall be solely liable and responsible for charging and subsequent remitta¡rce of all taxes to the proper authorities for all Card Transaction regardless of whether charged to purchaser. Avfuel does not assume any responsibility for the setup, tax rate, reporting or payment of any tax applicableto sales or other transactions resulting in credit card accounts receivable.. CUSTOMER IS SOLELY RESPONSIBLE FOR KNOWING THE TAXES THAT MUST BE CHARGED FOR EACH CARD TRANSACTION AND FOR PROPER SETUP FOR TAXES IN ANY ELECTRONIC SYSTEM AND THE MAINTENANCE OF THAT ELECTRONIC SYSTEM. 7. Without limiting the generality of other provisions of this Agreement or in Avfuel's website at Avfuel.com pertaining to charge backs, it is specifically understood and agreed that Avfuel may decline to accept or, ifaccepted, may subsequently charge back to Customer any Voucher: 7.1 Where any of the required information is omitted or illegible; 7 .2. Thú. is imprinted or processed with an expired credit card; 7.3. Covering a purchase not authorized by the Cardholder or involving fraud or any misuse of a credit card by the purchaser with or without Customer's knowledge; 7.4. Covering a transaction that has not been authorized by Avfuel or does not carry a valid authorization code; 7.5. Covering a transaction or series ofrelated transactions (constituting in the reæonable opinion of Avfuel a single sale transaction) the aggregate face amount of that exceeds any of the single sale limitations to which the parties hereto may agree; 7 .6. That becomes the subject of a dispute between Customer and Cardholder, including but not limited to cases where the Customer did not conspicuously post at its facility and print on a work order signed by the Cardholder the Customer's return policy for goods and services 7.7. Where the Authorized User has not received a copy of the Voucher; 7.8. For which Customer has received or will receive any payment or reimbursement from any person other than Avfuel; 7.9. Where Customer has granted any right of ownership or security interest to any person other than Avfuel unless the invoice is accompanied by a written waiver of such interest; 7.10. Presented by Customer to Avfuel more than ten (10) days after the transaction date; 7.11. If the Card Transaction occuned or wæ settled after the date of expiration or termination of this Agreement; 7.12. Cteated by any person other than Customer, or in any transaction other than a Card Transaction in which Customer has sold merchandise or services to a purchaser presenting an Accepted Card for use in payment for that Card Transaction; 7.13 That are charged back to Avfuel by an Issuer for any reason at all; or 7.14 That in any other manner does not conform to this Agreement or with Avfl¡el's or Issuer's instructions for recording and processing Card Transactions in its website at www.avfuel.com. 8 In the event that a charge back exceeds the credit balance in Customer's fi.rel purchase account then canied by Avfuel, Customer agrees to pay such excess within three (3) days after notice that such excess is due. Upon reimbursement, title to the Voucher(s) that include such excess and the indebtedness represented thereby (to the extent of such excess) shall pass to Customer. If any funds come into Avfuel's possession for any voucher that has previously been charged back to Customer, Avfuel will promptly credit the full amount thereof to Customer's account. Avfuel's charge back rights and rights of recourse against Customer shall survive the termination of this Agreement. FBO Aviation Fuel Supply Agreement Rev l0/15/13 9. Cash advances may not be charged on any Accepted Card and charges for fuel in Vouchers shall only include charges for fuels from stocks delivered by and purchased from Avfuel. 10. From time to time, Avfuel will send Customer a Credit Ca¡d Remittance Summary for Customer's information showing in such detail as Avfuel may deem appropriate the Card Transactions and amounts that have been credited to Customer's account or paid to Customer during the period since the læt report. The failure of Avfuel to fumish a Summary shall not relieve Customer of any obligations under the Charge Card Acceptance Program. Customer agrees to review all such Summaries promptly after receipt. In any even! Customer shall be solely responsible for making sure that it has received proper payment for each Card Transaction submitted. Customer shall have forty-five (45) days from the date of a Card Transaction to provide Avfuel Notice that the Card Transaction has not been properly accounted for or that payment has not been received. If no such Notice is given, such Card Transaction shall be conclusively presumed to have been settled and closed. 11. Avfuel reserves the unilateral right to amend, suspend, or terminate Charge Card Acceptance Program at any time effective upon written notice to the Customer. Customer may withdraw from the Charge Card Acceptance Program upon 60 days Notice to Avfuel. Termination of Customer's paficipation in the Charge Card Acceptance Program shall not be construed as terminating the Agreement or Customer's participation in any other Program. 12. This Charge Card Acceptance Program is further govemed by the Avfuel Corporation AFSA General Terms and Conditions, latest edition, as updated from time to time and published at Avfuel.com. In the case of conflicts, the terms ofthis Charge Card Acceptance Program shall prevail. CONTRACT FUEL DEALER PROGRAM: IF CUSTOMER HAS ELECTED TO PARTICIPATE IN AVFUEL'S CONTRACT FUEL DEALER PROGRAM. THE FOLLO\ryING \ryILL APPLY. L Customer has been invited and has elected to paficipate in Avfuel's Contract Fuel Dealer Program (the "CFD Program"). Accordingly, Customer agrees to sell and deliver to clients who participate in Avfuel's Contract Fuel Program (the "CFCs" or a CFC" as the context may require) aviation fuel supplied by Avfuel and other products and services supplied by the Customer.A CFC is a person or entity that has executed a Contract Fuel User's Agreement with Avfuel or that is specifically authorized in witing, in accordance with authorization procedures established from time to time by Avfuel, and is included in a listing ofpurchasers eligible to purchase aviation fuel and other products and services under the CFD Program. The Customer will secure authorization fiom Avfl¡el before completing a sale to a CFC and the failure to obtain such authorization may result in Avfuel's dishonor of the invoice for that sale. 2 Subject to agreement between Customer and Avfuel, Products supplied hereunder shall be supplied from either Avfuel inventory on site or f¡om Customer inventory. If, as a convenience to Customer, Avfuel maintains inventory at Customer's facilþ then Customer agrees to the following: (a) if Avfuel's inventory is held separately in a segregated storage facility, Customer will withdraw fuel from that facility only to supply authorized CFCs and (b) if Avfuel's inventory is comingled with the inventory of the Customer (and, if applicable, third pafies) in unsegregated facilities, Customer will not use or permit others to use Avfuel's inventory to supply parties other than authorized CFCs and to that end Customer shall not at any time make or permit withdrawals from that facility that would reduce the fuel in such facilities below the level of Avfuel's inventory (and, if applicable, the inventories of third parties). Customer shall meæure Avfuel's inventory and reconcile that inventory on an ongoing bæis. Reconciliation reports, in a form satisfactory to Avfuel, shall be delivered to Avfuel no later than the 5ù day following the end of each month. If Avfuel's inventory is commingled in an unsegregated storage facility, gains and losses shall be allocated proportionally to the parties sharing the storage facility based on receipts offuel during the month and losses shall be limited to no more than'A% of total receipts for per annum. Book inventory shall be adjusted to coincide witlr actual inventory each month. Unless the Products are contaminated by an act or omission of Dealer, Avfi.¡el will be liable if the Products do not conform to specifications. If the Products are supplied from the Customer's inventory, the Customer will be liable if the Products do not conform to specifications. Customer shall maintain Avfuel's inventory level in accordance with Avfuel's guidelines and shall speci! when ordering fuel whether that fuel is for Customer's or Avfuel's inventory (which is subject to approval by Avfuel). Page 7 of 10 Customer's Initials Attachment number 1 \nPage 9 of 12 Item # 1 3. Under the CFD Program, all aviation fuel delivered by the Customer to a CFC will be deemed sold by Avfuel and will be at the prices and terms independently established between Avfuel and the CFC If Avfuel maintains an inventory of aviation fuel at the Customer's facilities, then aviation fuel supplied by the Customer to CFCs will be drawn fiom Avfuel's inventory. If Avfi.¡el does not maintain an inventory of aviation fuel at the Customer's facilities, then aviation fuel supplied to a CFC is drawn from the Customer's inventory and Avfuel will account for that aviation fuel by issuing a credit to the Customer equal to the Customer's cost for that aviation fuel, including applicable taxes, based upon the Customer's cost for the last load of aviation fuel purchased from Avfuel prior to the date ofsupply to the CFC. 4. The charges for all aviation fuel supplied to the CFC will be payable solely to Avfuel. Avfuel will be responsible for collecting and remitting any taxes imposed thereon by any local, state or federal taxing authority. Avfuel will invoice and collect those charges and taxes from the CFC. Avfuel, as the seller of all aviation fuel supplied to the CFC, will be the holder of and have the sole right to exercise all lien rights under applicable law on the aircraft into which that aviation fuel is supplied. In addition to any lien rights which Avfuel might possess ¿rs a result of services provided to a CFC, upon Customer's receipt ofthe credit from Avfuel for the vouchers generated from the Customer's deliveries of fuel to that CFC, the Customer automatically and inevocably transfers to Avfuel any lien rights that Customer has or may have with respect to any equipment or other property owned by the CFC arising from such deliveries offuel 5 In all sales of aviation fuel drawn from Avfuel's inventory, title to that aviation fuel will be retained by Avfuel until the point in time that the aviation fuel enters into the aircraft of the CFC, at which point in time title will pass to the CFC. In all sales of aviation fuel drawn from Customer's inventory, title to that aviation fuel will be retained by the Customer until the point in time that the aviation fuel enters into the aircraft of the CFC, at which point in time title will pass instantaneously first to Avfuel and then to the CFC. The risk of loss or contamination of aviation fuel will be bome at each point in time by the party who or which holds title to that aviation fuel at that point in time. If, while Avfuel holds title, any aviation fuel is lost or contaminated as a result of the acts or omissions of the Customer, then the Customer will be liable to Avfuel for that loss or contamination. 6. The into-wing services provided by the Customer in delivering the aviation fuel to the CFC and any other services or products other than aviation fuel to the CFC for which a fee is charged will be deemed sold by the Customer to the CFC. The Customer's fees for into-wing services will be at a charge equal to the lowest charge imposed by the Customer to any other purchaser of aviation fi.rel at the FBO, less the discount that would be applicable to that charge under Avfuel's Credit and Charge Card Acceptance Program (in that Avfuel will incur the discount in collecting that charge from the CFC). All other services and products will be supplied at the Customer's normally established rates. Such other products may include, \ilithout limitation, Iubricants, spare parts, food and other amenities. Such other services may include, without limitation, flowage fees, tie-down services, catering services and simila¡ services that expedite deliveries and facilitate arrangements for the CFC. No cash advances will be permitted as "other products or services". The Customer will supply all such other products or services as an independent contractor to the CFC and not as an agent or a subcontractor of Avfuel. The Customer acknowledges that Avfuel has no responsibility or liability with regard to other products a¡rd services supplied by the Customer to CFCs. 7.The charges for all other products and services supplied by the Customer to the CFC will be payable solely to the Customer. The Customer will be responsible for collecting and remitting any taxes imposed thereon by any local, state or federal taxing authority. Customer may directly invoice and collect such charges from the CFC Altematively, at the Customer's option, Customer may assign to Avfuel for collection the account receivable from the CFC for other products and services supplied by the Customer (a "CFC Receivable"). If the Customer assigns a CFC Receivable to Avfuel, then Avfuel will issue a credit to the Customer's account for the amount of that CFC Receivable and Avfuel will thereafter invoice, collect and retain those charges from the CFC. 8. Any fees for any services supplied by the Customer in the delivery of aviation fuel to a CFC, including, without limitation any flowage fees or into-wing fees, will be eamed by the Customer only after it has completed delivery of the entire load of aviation fuel into the aircraft of the CFC and title to tbat aviation fuel has passed to the CFC. Initial into-wing fees are FBO Aviation Fuel Supply Agreement Rev l0/15/13 established in the Special Terms and Conditions and, subject to the "most favored customer" provision in Paragraph 6, Customer may change those fees upon seven (7) days written Notice to Avfuel. 9. Customer will generate a written record (a "Ticket") of all aviation fuel supplied to a CFC at the Customer's facility. Each Ticket will include the following information: the CFC's name; the authorization number; pilot's name; aircraft registration number; flight or ID number provided by the CFCif applicable, transaction date(s); and type and quantity of fuel products provided, as measured in U.S. gallons. In addition, if the Customer assigns to Avfuel the CFC Receivable for other products and services supplied by the Customer to the CFC, the Customer will include in the Ticket the type and quantity of such other products or services and the charges payable by the CFC for such other products or services. Any charges for such other products or services must be separately stated and clearly identified as fees charged by the Customer that are separate from and independent ofthe amounts charged by Avfuel for aviation fuel The pilot or other responsible representative of the CFC shall sign and be given a copy ofthe completed Ticket. 10. The Ticket (or all information required to be shown on the Ticket) for each sale to a CFC shall be delivered to Avfuel by POS Transmission or facsimile within twenty-four (24) hours following the completion of that sale. The original Tickets shall be kept on file by Customer for a period offive (5) years from the invoice date and will be sent to Avfuel upon request. Avfuel will from time to time provide Customer with instructions for processing these transactions ard may provide the forms for doing so Avfuel reserves the right to cha¡ìge these procedures upon thirty (30) days written Notice to Customer I 1. The total amount due with respect to each Ticket shall be paid or cred ited to Customer's by Avfuel within ten (10) days following Avfuel's receipt of the Ticket. 12. Except as provided herein, all Tickets will be accepted by Avfuel without recourse. The exceptions are: a) Customer \ùarrants the validity ofall charges, and any charge that is disputed by the CFC, conectly or incorrectly, on grounds that the charge is invalid or inaccurate or that the aviation fuel, products or sewices supplied were unsatisfactory may be charged back to Customer at Avfuel's option; b) charges not previously authorized by Avfuel may be charged back to Customer at Avfuel's option; and c) any Ticket that is incomplete, illegible, or is otherwise not prepared in accordance with Avfuel's processing instructions may be charged back to Customer at Avfuel's option. 13. Avfuel has invited the Customer to participate as a CFD in the CFD Program on the expectation and condition that (a) the Customer's deliveries of aviation fuel at the Delivery Addresses will be limited to deliveries to end users of that fuel pursuant to direct sales by the Customer to those end users and deliveries to purchasers listed as CFCs to facilitate direct sales by Avfuel to those CFCs pursuant to the CFD Program, @) the Customer will make deliveries of aviation fuel at the Delivery Addresses to purchasers listed as CFCs only pursuant to the CFD Program and will not make direct sales to those CFCs and (c) except for sales pursuant to the CFD Program to purchasers listed as CFCs for brokered resale by those CFCs to end users, the Customer will not make any deliveries of aviation fuel at the Delivery Addresses pursuant to brokered sales (i.e. sales to end users ¡n which a third party receives a brokerage margin or commission or other fee from the Customer or the end user or sales to third pafies who resell the fuel to end users). The Customer acknowledges that these conditions are necessary to preserve Avfuel's continuing investment in developing and maintaining the network of participating fixed base operators and participating end users for the CFD Program and that Customer's failure to comply witlr these conditions will result in Avfuel's exercise of the right pursuant to Section 15 to discontinue the Customer's participation in the CFD Program. 14. Avfuel reserves the unilateral right to amend, suspend, or terminate the CFD Program at any time effective upon written notico to the Customer. Customer may withdraw from the CFD Program at any time upon ó0 days Notice.to Avfuel. See Section 14 of the General Terms and Conditions regarding Notices. Termination of Customer's participation in this Program shall not be construed as terminating the Agreement or Customer's participation in any other Program. AVSURANCE PRIMARY COMMERCIAL INSURANCE PROGRAM: IF CUSTOMER HAS ELECTED TO PARTICIPATE IN THE AVSURANCE PRIMARY COMMERCIAL INSURANCE PROGRAM. THE FOLLO1VING }VILL APPLY. l. Customer has been invited to, and has elected to, paficipate in the Avsurance Primary Commercial Insurance Program. Customer's InitialsPage 8 of l0 Attachment number 1 \nPage 10 of 12 Item # 1 2. Customer agrees to file an application and request for a quote for all insurance policies related to its aviation business. All price quotes from Avsurance contain Avsurance proprietary information, are confidential, and may not be disclosed to any penon other than employees and agents of Customer with a bona fide need to have such information and that have signed a non-disclosure agreement that is satisfactory to Avsurance. 3. Customer may accept or reject any quote for an individual policy, and the acceptance ofany specific quote shall not be conditioned on the acceptance of any other quote 4. Upon Customer's acceptarice, Avsurance will bind the coverage and have the policy issued in due course. 5. Avfi¡el reserves the unilateral right to amend, suspend, or terminate the Program at any time effective upon written notice to the Customer. Termination of this Program shall not be construed as terminating the Agreement or Customer's participation in any other Program EOUIPMENT LEASE PROGRAM: IF CUSTOMER HAS ELECTED TO PARTICIPATE IN AVFUf,L'S EOUIPMENT LEASING PROGRAM. THE FOLLO\ryING }VILL APPLY. l. Customer has elected to participate in Avfuel's Equipment Lease Program. Accordingly, Avfuel, either for its own account or through one of its subsidia¡ies, agrees to deliver and lease the equipment identified in the Special Terms and Conditions (the "Equipment") at the lease rates shown in the Special Terms and Conditions to Customer for its sole use. All additional equipment or replacement equipment delivered to Customer but not listed in the Special Terms and Conditions shall also constitute Equipment subject to the provisions of this section. For example, Customer may lease POS equipment from Avfuel at the then cunent lease price. Customer hereby agrees to pay Avfuel in advance the monthly lease payments prorated for any partial month. Avfuel may increase the rent during the term of the Lease upon 30 days written Notice. Customer shall be permitted to notifl Avfuel within the first l5 days of that Notice period of its intention to terminate the lease effective on the date that the increase goes into effect. If Avfuel rescinds the rate increase, the lease shall continue in effect at the then current rates. Ifit does not rescind the increase, the lease shall expire on the date the increase goes into effect. Unless otherwise agreed, the term of the lease of each item of Equipment (a "Lease") shall correspond to the term of this Agreement. 2 Avfuel will advance the costs for the transport of the Equipment from the Avfuel facility to the Customer's facility 3. Customer shall inspect the Equipment and shall make written notes as to any defects that are observed. A copy of all such notes shall be faxed or emailed to Avfuel within seventy-fwo (72) hours after the Equipment is delivered to the Customer The failure to make and deliver those notes within that period will constifute the Customer's acknowledgement that there were no defects in the Equipment at the time delivered to the Customer. 4. Avfuel wanants that it has all necessary rights to lease said Equipment to Customer. Further, the parties agree that as between themselves, Avfuel has title to the Equipment and Customer shall keep the Equipment free of liens and shall not do or permit anything to be done that witl prejudice the title of Avfuel, or it's rights in the Equipment. Each item of Equipment shall bea¡ a legend denoting it as the property of Avfuel and Customer shall not remove or deface that legend under any circumstances. Customer also agrees and understands that Avfuel may file such evidence of its ownership of the equipment as may be necessary ¡n the state where the equipment is located. 5. AVF'UEL WARRANTS THAT THE EQUIPMENT THAT APPEARS IN THE SPECIAL TERMS AND CONDITIONS SHALL ON THE DATE OF DELIVERY TO THE CUSTOMER BE IN GOOD OPERATING CONDITION AND BE FIT FOR THE PURPOSf, PROVIDED. FAILURE OF CUSTOMER TO IDENTIFY DEFECTS IN THE EQUIPMENT IN THE TIME AND MANNER PROVIDED INSECTION 3 }VILL CONSTITUTf, CUSTOMER'S ACKNOWLEDGEMf,NT THAT THIS \ryARRANTY HAS Bf,EN MET. IF THE CUSTOMER IN THAT NOTICE IDENTIFIES DEFECTS TO TEH EQUIPMENT THAT CONSTITUTE A BREACH OF THIS \ryARRANTY, AVFUELSHALL PROMPTLY REPAIR OR REPLA.CE FBO Aviation Fuel Supply Agreement Rev l0/15/13 COMPONENTS OF THE DELVERED EQUIPMETN IN ORDER TO ELIMINATE THOSE DEFECTS OR SHALL DELIVER SUBSTITUTE EQUIPMENT TO THE CUSTOMER THAT CONFORMS TO THIS }VRAARNTY. THIS COMMITMENT TO REPAIR, REPLACE OR SUBSTITUTE SHALL BE AVFUEL'S SOLE OBLIGATION IN THE EVENT THAT EQUIPMENT DELIVERED TO THE CUSTOMER DOES NOT CONFORM TO THIS IryARRANTY, 6. Any ofthe Equipment that is used to store or transport Products shall be used solely for storing or transporting Products supplied to Customer under this Agreement 7. The Equipment shall not be moved f¡om the facility to which it was delivered nor operated on any public road without the prior written consent of Avfuel. 8. Customer will comply with all laws, ordinances and regulations applicable to the possession, operation or use of the Equipment and will demonstrate compliance upon request. 9, The maintenance obligations with regard to the Equipment are as follows. 9.1. Except as set forth in Section 9.2 below, Customer will maintain the Equipment in æ good a condition as it was on the day of delivery, normal wear and tear excepted. Customer shall, at its sole expense, provide all preventative maintenance (including but not limited to lubrication, oil and filter changes, etc.), repairs, and replacement parts as are necessary to preserve the Equipment in good operating condition and in compliance and in conformity with all laws, rules, regulation, and industry standards which are applicable to the operation of the Equipment. Customer shall also be responsible for all meter calibration and certification (meters are not calibrated or certified when delivered) and all tire maintenance, repair, and replacement. CHANGING A TIRf, ON A REFUELER TRUCK IS VERY DANGEROUS AND MUST NOT BE ATTEMPTED BY TJNTRAINEI) PERSONNEL. CUSTOMER AGREES THAT IT WILL PERMIT TIRf,S TO BE CHANGED ONLY BY AN OUTSIDE CONTRACTOR \ryHO IS PROFESSIONALLY TRAINED TO DO SUCH \ryORK Customer shall keep complete and accurate maintenance records and Avfuel is entitled to inspect the Equipment and the maintenance records at ¿Jry time during regular business hours. At Avfuel's option, any item of repair or maintenance that would be the responsibility of Customer may be performed by Avfuel and billed back to Customer as additional rent. Customer shall not make any alterations or modifications to the Equipment of any kind including but not limited to painting, mounting ofradios or antennas, applying decals or lettering without the prior express written consent of Avfuel. 9.2 Avfuel shall be responsible for the following refueler truck repairs when, in its opinion, repair is necessary: overhauls or replacement of the engine, transmission, differential, or belly valve. Avfuel shall be permitted access to the Equipment at any reasonable time in order to perform the repairs and modifications, which a¡e its obligation hereunder. Repairs and maintenance to be performed by Avfuel shall be completed within a reasonable time after ¡t leams of the need for such repairs. Avfuel assumes no responsibility for loss of use or any other items of ancillary damage, which may be caused by, or result to Customer by reason of the fact that the Equipment becomes inoperable. If any such repair or maintenance is required as the result of intentional conduct, negligence, or failure to perform repair or maintenance on the part of Customer or any of Customer's agents or employees, Customer shall be liable for all costs associated with performing such repairs and/or maintenance. 10. Customer shall be responsible for all Federal, State, and local taxes, fees, etc. that are assessed on the use or value of the Leased Equipment, including but not limited to, personal property, sales, and use taxes. ll. Customer shall secure insurance against any damage to or loss ofthe Equipment with coverage equal to the actual cash value ofthe Equipment and with the limitation ofthat coverage not less than the amount specified for that Equipment in the Special Terms and Conditions, Insurance policies shall be issued by insurance companies acceptable to Avfuel (which acceptance may not be unreasonably withheld), shall name Avfuel, or its subsidiary as loss payee, and shall provide for at least thirty (30) days'written Notice to Avfuel prior to cancellation or modification. Customer shall maintain such policies in full force and eflect for the equipment for so long as Customer continues to lease that Equipment Page 9 of l0 Customer's Initials Attachment number 1 \nPage 11 of 12 Item # 1 t2. Intentionallydeleted. 13. Upon termination of any Lease, at any time and for any reason, Customer shall (a) retum the Equipment to Avfuel in æ good condition as when Customer received it, normd wea¡ and tear excepted, (a) pay for any necessary repair and replacement ofany damages or missing Equipment and (c) pay all costs for the transport of the Equipment from the Customer's facility to Avfuel's facility. If Customer breaches any of these commitments, Avfuel may advance those costs and invoice the Customer for those costs and the Custome¡ will pay that invoice within thirty (30) days. 14. Avfuel reserves the unilateral right to amend, suspend, or terminate the Equipment Lease Program at any time effective upon witten notice to the Customer. Termination of this Program shall not be construed as terminating the Agreement or Customer's participation in any other Program. FBO Aviation Fuel Supply Agreement Rev 10/15/13 Page l0 of l0 Customer's Initiclc Attachment number 1 \nPage 12 of 12 Item # 1 Request for Proposal Request for Proposals will be received at this office until Wednesday, September 25, 2013 @ 3:00 p.m. for furnishing: RFP Item #13-192 Aviation Fuel Supplier for Augusta Regional Airport RFPs will be received by: The Augusta Commission hereinafter referred to as the OWNER at the offices of: Geri A. Sams, Director Augusta Procurement Department 530 Greene Street - Room 605 Augusta, Georgia 30901 RFP documents may be viewed on the Augusta Georgia web site under the Procurement Department ARCbid. RFP documents may be obtained at the office of the Augusta, GA Procurement Department, 530 Greene Street – Room 605, Augusta, GA 30901. A Pre Proposal Telephone Conference will be held on Friday, September 6, 2013 @ 10:00 a.m. in the Procurement Department, 530 Greene Street, Room 605. All questions must be submitted in writing by fax to 706 821-2811 or by email to procbidandcontract@augustaga.gov to the office of the Procurement Department by Tuesday, September 10, 2013 @ 5:00 P.M. No RFP will be accepted by fax, all must be received by mail or hand delivered. No RFP may be withdrawn for a period of 90 days after time has been called on the date of opening. Request for proposals (RFP) and specifications. An RFP shall be issued by the Procurement Office and shall include specifications prepared in accordance with Article 4 (Product Specifications), and all contractual terms and conditions, applicable to the procurement. All specific requirements contained in the invitation to bid including, but not limited to, the number of copies needed, the timing of the submission, the required financial data, and any other requirements designated by the Procurement Department are considered material conditions of the bid which are not waiveable or modifiable by the Procurement Director. All requests to waive or modify any such material condition shall be submitted through the Procurement Director to the appropriate committee of the Augusta, Georgia Commission for approval by the Augusta, Georgia Commission. Please mark RFP number on the outside of the envelope. Proponents are cautioned that acquisition of RFP documents through any source other than the office of the Procurement Department is not advisable. Acquisition of RFP documents from unauthorized sources places the proponent at the risk of receiving incomplete or inaccurate information upon which to base his qualifications. GERI A. SAMS, Procurement Director Publish: Augusta Chronicle August 15, 22, 29, September 5, 2013 Metro Courier August 21, 2013 Revised: 3/5/2013 Attachment number 2 \nPage 1 of 1 Item # 1 VENDORS Attachment B E-Verify # SAVE Form Addendums 1-2 Original 7 Copies World Fuel Services 1 Mill Street Parish, NY 13131 Yes 712856 Yes Yes Yes Yes AvFuel Corp 47 West Ellsworth Rd. Ann Arbor, MI 48108 Yes 417532 Yes Yes Yes Yes Epic Aviation 3841 Fairview Industrial Drive, SE Salem, OR 97302 Yes 182539 Yes Yes Yes Yes Perry Brothers Aviation Fuels, LLC 125 US Hwy 280 West Americus, GA 31719 Yes KLAN5350/ 667699 Yes Yes Yes Yes Eastern Aviation Fuels, Inc. 601 McCarthy Blvd New Bern, NC 28562 Missing Pgs 1 & 2 Non-Compliant 564596 Yes No Yes Yes RFP Opening RFP Item #13-192 Aviation Fuel Supplier for Augusta, Georgia - Augusta Regional Airport RFP Due: Wednesday, September 25, 2013 @ 3:00 p.m. Page 1 of 1 Attachment number 3 \nPage 1 of 1 Item # 1 EVALUATION CRITERIA: Pts. World Fuel Services 1 Mill Street Parish, NY 13131 AvFuel Corp 47 West Ellsworth Rd. Ann Arbor, MI 48108 Epic Aviation 3841 Fairview Industrial Drive, SE Salem, OR 97302 Perry Brothers Aviation Fuels, LLC 125 US Hwy 280 West Americus, GA 31719 1) Completeness of the Proposal as requested of the Proponents in the RFP 15 14.7 13.3 13.0 13.3 2) Proponent’s qualification and experience 15 15.0 15.0 15.0 15.0 3) Financial statements submitted by the Proponent 15 13.3 11.7 11.7 13.3 4) Proponent's reputation, character and references 15 11.7 15.0 13.3 12.3 5) Proponent's Operational Concept 30 21.7 23.3 21.7 21.0 6) Any other factors the Evaluation Committee deems relevant, including, but not limited to: a) The ability, capacity, and skill of the proponent to perform the contract or provide the services required; b) The capability of the proponent to perform the contract or provide the service promptly or within the time specified, without delay or interference; c) The character, integrity, reputation, judgment, experience, and efficiency of the proponent; d) The quality of performance on previous contracts; e) The previous and existing compliance by the proponent with laws and ordinances relating to the contract or services; f) The sufficiency of the financial resources of the proponent relating to his ability to perform the contract; and g) The quality, availability, and adaptability of the supplies or services to the particular use required. 10 9.3 11.0 7.7 7.0 TOTAL 100 85.7 89.3 82.3 82.0 Cumulative Evaluaiton Sheet RFP Item #13-192 Aviation Fuel Supplier for Augusta, Georgia - Augusta Regional Airport Attachment number 4 \nPage 1 of 1 Item # 1 Attachment number 5 \nPage 1 of 1 Item # 1 Attachment number 6 \nPage 1 of 3 Item # 1 Attachment number 6 \nPage 2 of 3 Item # 1 Attachment number 6 \nPage 3 of 3 Item # 1 Attachment number 7 \nPage 1 of 2 Item # 1 Attachment number 7 \nPage 2 of 2 Item # 1 Attachment number 8 \nPage 1 of 3 Item # 1 Attachment number 8 \nPage 2 of 3 Item # 1 Attachment number 8 \nPage 3 of 3 Item # 1 Public Service Committee Meeting 2/24/2014 12:45 PM Minutes Department:Clerk of Commission Caption:Motion to approve the minutes of the Public Services Committee held on February 10, 2014. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 2 Attachment number 1 \nPage 1 of 4 Item # 2 Attachment number 1 \nPage 2 of 4 Item # 2 Attachment number 1 \nPage 3 of 4 Item # 2 Attachment number 1 \nPage 4 of 4 Item # 2