Loading...
HomeMy WebLinkAboutAVFUEL CORPORATION AVIATION REFULER LEASE AGREEMENT AVFUEL CORPORATION AVIATION REFUELER LEASE AGREEMENT Summary of Terms and Conditions Avfuel Numberl Description #5070/2006 Internationa15000 Gallon Customer: Augusta Aviation Commission 1501 Aviation Way Augusta, GA 30906 Vin Number 349743 Monthly Rental $0.00 Airport Location: Bush Field The terms and conditions governing this Agreement are set forth above and on the following page(s), which are made a part of this Agreement. William B. Light Vice President of Administration Print namerritle Date: t( -b'e' 1 CUSTOMER /,-~;'2:''"'::~:''';;~~;6:',>' ~M_~:i~/~ ~>' ~/Jff//r~ . A r 1),4 v5P g~L''"':~ (;o~~ t-f4Vel- Print~am(e/Ti~ c'.~.", ... Date: .::> 3 I!lt ~;')~'~M~..:)'._2 ll~... ('E'on,':.1.' ... ,>", .,.,).., ,_T '~'J:::~'" ....'\~:t:;:'...:~~\.~.... v-<~ y DA--~~ \), The reference date of this Agreement is; 2/13/2009 effective date is such date or TERMS AND CONDITIONS 1. EQUIPMENT. Avfuel agrees to deliver and Lease the foregoing Equipment to Customer for it's sole use, subject to the following terms and conditions. 2. RENTAL. Customer hereby agrees to pay Avfuel in advance the monthly rentals shown above, prorated for any partial month. Avfuel may increase the rent during the term of the Lease upon 30 days written notice. 3. TERM: This lease is for the term of one (1) year commencing on the effective date set forth above, and shall thereafter automatically renew month-to-month unless either party shall give notice of intention to terminate. Notice to terminate shall be given in writing not less than thirty (30) days prior to the termination date, which shall be specified in the notice. The foregoing notwithstanding, if there is in effect between the parties an Aviation Fuel Supply Agreement (nAFSAn), this Lease shall terminate, without notice, as of the date the AFSA expires or is terminated in accordance with its terms unless a new or renewal AFSA shall have taken effect between the parties. If Avfuel increases the rent as allowed in section 2, Customer may notify Avfuel no less than 15 days before the increase is to take effect that it no longer wishes to rent the equipment if the rate increase goes into effect. If Avfuel rescinds the rate increase, the lease continues in effect at the then in effect rates, if it does not rescind the increase, the lease expires on the date the increase goes into effect. 4. RETURN OF EQUIPMENT. Upon termination of this Agreement Customer shall deliver and return the Equipment to Avfuel's place of business in Ann Arbor, Michigan (or Abilene, Texas) in as good condition as when Customer received it, normal wear and tear accepted. Failure to return the Equipment shall be deemed a breach of this Lease. Notwithstanding such breach, Avfuel may, without foregoing any other remedies available to it, treat the Agreement as continuing from month to month under the same terms and conditions as were in effect at the end of the lease term. Nothing herein shall require that Customer perform the repair or maintenance obligations of Avfuel under the provisions of Section 7 below 5. TITLE To: EQUIPMENT. Avfuel warrants 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 will prejudice the title of Avfuel, or it's. rights in the Equipment. Each item of Equipment shall bear a legend denoting it as the property of Avfuel and Customer shall not remove or deface that legend under any circumstances. Revised Form R2 Page 1 of 3 5/06 -6. USE. The Equipment shall be used solely by Customer or its representatives at the above airport, solely for handling aviation fuels supplied to Customer by Avfuel and shall not be moved from said airport nor operated on any public road without the prior written consent of Avfuel. No fuel delivered by any other supplier shall be introduced into the Equipment. 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. 7. MAINTENANCE: 7.1 Customer will maintain the Equipment in a condition equivalent to that as of the day of this Lease Agreement, normal wear and tear excepted, and, to that end, will, at the Customer's sole expense, provide all preventative maintenance, maintenance, 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 refuelers. Customer shall keep complete and accurate maintenance records and AVFUEL shall be entitled to inspect the Equipment and the maintenance records at any time during regular business hours. At AVFUEL'S option, any item of repair or maintenance which would be the responsibility of Customer may be performed by AVFUEL and billed back to Customer as additional rent. 7.2 Customer shall be responsible for all tire maintenance, repair, and replacement. CHANGING A TIRE ON A REFUELER IS VERY DANGEROUS AND MUST NOT BE ATTEMPTED BY UNTRAINED PERSONNEL. CUSTOMER AGREES THAT IT WILL PERMIT TIRES TO BE CHANGED ONLY BY AN OUTSIDE CONTRACTOR WHO IS PROFESSIONALLY TRAINED TO DO SUCH WORK. 7.3 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. 7.4 Customer shall not make any alterations or modifications to the Equipment of any kind including but not limited to painting, mounting of radios or antennas, applying decals or lettering without the express written consent of Avfuel. 8. WARRANTIES. AVFUEL MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING DEFECTS IN MATERIAL, WORKMANSHIP, DESIGN, CAPACITY, OR FITNESS OF THE EQUIPMENT FOR ANY PURPOSE, NOR WHICH EXTEND BEYOND THE DESCRIPTION OF THE EQUIPMENT WHICH APPEARS AT THE BEGINNING HEREOF. 9. "TAXES AND OTHER CHARGES'. The Customer shall pay all taxes, assessments, fees and similar charges (the "Taxes") which are imposed by any federal, state or local governmental agency or by any airport authority (the "Taxing Authorities") based upon leasing, delivery, use or sale of the Equipment (including, without limitation, sales taxes, use taxes, registration fees, transfer taxes or similar charges), excepting only taxes which are imposed upon AVFUEL based upon its net income or revenues. If the Taxing Authority collects the Taxes directly from the Customer, then the Customer shall pay all such Taxes on or before their due dates. If the Taxing Authority requires that the lessor or seller collect the Taxes from the lessee or purchaser at the time of lease or sale, then A VFUEL will attempt in good faith to include all such Taxes in its invoices to the Customer and the Customer shall pay all such invoices on or before their due dates. (In its invoices, AVFUEL will identify those Taxes as separate items.) If the Customer is entitled to an exemption from any Taxes which the Taxing Authority requires to be collected by the lessor or seller, then, in order to permit A VFUEL to not collect those Taxes, the Customer shall obtain and provide to AVFUEL current and valid exemption certificates with respect to those Taxes. The Customer acknowledges that it remains solely responsible for all such Taxes even if A VFUEL, through inadvertence, error or otherwise, fails to include any such Taxes in its invoices to the Customer. . Accordingly, if, subsequent to the issuance of any invoice, the Taxing Authority or AVFUEL advises the Customer of additional Taxes payable with respect to that invoice, then the Customer shall promptly pay such additional Taxes. The Customer shall indemnify A VFUEL from any liability for any Taxes payable by the Customer and, except as provided below, for any interest, penalties or other charges assessed with respect to those Taxes. The Customer's indemnity shall extend to any Taxes which should have been collected by AVFUEL but were not included by AVFUEL in its invoice to the Customer and any Taxes which are assessable against the Customer as a result of any subsequent change or reinterpretation of the laws relating to those Taxes or any exemptions from those Taxes. The Customer's indemnity shall also extend to any Taxes for which an exemption had been claimed but which are subsequently assessed by a Taxing Authority based upon its rejection of the claimed exemption for the Equipment or the Customer. A VFUEL will indemnify and hold the Customer harmless from any interest, penalties or similar charges which are assessed against the Customer as a result of the late payment of any Taxes if A VFUEL is required under applicable law to collect such Taxes from the Customer but, as a result of the negligence or willful misconduct of its employees, A VFUEL failed to include such Taxes in its invoice to the Customer. Customer Initial Form R2 Page 2 of 3 Revised 5/06 10. EVENTS OF DEFAULT. The following are Events of Default: Failure to pay when due any rental or other sum for which Customer is obligated hereunder; the failure of Customer to observe or perform any other obligations or covenants contained herein or in the AFSA currently in force between the parties hereto; Customer's use of leased equipment for dispensing petroleum products purchased from anyone other than Avfuel; the voluntary filing by Customer seeking protection from creditors under the United States Bankruptcy Code or under state laws designed for the protection of debtors; the adjudication of a court or tribunal that Customer is insolvent; the assignment of Customer's assets for the benefit of creditors; the appointment of a trustee, receiver, or other representative to control or operate all or a substantial part of Customer's property; the occurrence of any event or events which, in the sole opinion of Avfuel, would have a material adverse effect upon the ability of Customer to meet its future obligations hereunder. 11. RIGHTS ON DEFAULT. IN THE EVENT OF DEFAULT, AVFUEL MAY, UPON ORAL OR WRITTEN NOTICE TO CUSTOMER, DECLARE THIS AGREEMENT TERMINATED AND CANCELED AS OF THE DATE OF SUCH DEFAULT OR AS OF A SUBSEQUENT DATE SPECIFIED IN AVFUEL'S NOTICE OF TERMINATION TO CUSTOMER. In such event, Avfuel or its agents or employees may, without further notice and without legal process enter onto any facility of Customer for the purpose of repossessing any item of Equipment or any personal property of any description owned by Avfuel, and Customer shall use its best efforts to assist Avfuel in such repossession. Pursuit of the foregoing shall not preclude pursuit of any other remedies provided by law, nor constitute a waiver of any amount due by Customer hereunder or of any damages accruing by reason of the breach of any of the terms or conditions contained herein. No waiver of any breach hereof shall be deemed to constitute a waiver of any other breach hereof, and forbearance to enforce a remedy herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. Aviation fuels on board repossessed Equipment will become the property of Avfuel, and credited against any amount owed Avfuel by Customer at that day's market price. 12. INSURANCE. Prior to the effectiveness of this Agreement, Customer shalf secure at its cost, the following insurance and furnish Avfuel a Certificate of Insurance, evidencing: (1) commercial general liability insurance, including aircraft products liability, with limits not less than $1,000,000 combined single limit for bodily injury and property damage; and (2) automobile liability insurance with limits not less than $1,000,000 combined single limit for bodily injury and property damage; and (3) workers compensation covering all employees of Customer; and (4) physical damage coverage covering the value of the leased equipment Insurance policies shall be issued by insurance companies acceptable to Avfuel, shall name Avfuel as additional insured, or loss payee as the case may be, and shall provide for at least thirty (30) day's written notice to Avfuel prior to cancellation or modification. Customer shall maintain such policies in full force and effect throughout the term of this lease and until all of its obligations hereunder have been released by Avfuel. 13. INDEMNIFICATION. CUSTOMER AGREES TO INDEMNIFY AND HOLD AVFUEL AND/OR THE OWNER OF THE EQUIPMENT HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, EXPENSES (INCLUDING ATTORNEY'S FEES), OBLIGATIONS AND CAUSES OF ACTION FOR INJURY TO OR DEATH OF ANY AND ALL PERSONS, OR FOR DAMAGE TO OR DESTRUCTION OF ANY OR ALL PROPERTY ARISING OUT OF OR RESULTING FROM THE CONDITION, EXISTENCE, USE OR MAINTENANCE OF THE EQUIPMENT. 14. The Standard Provisions of Contract of the AFSA, current edition, are incorporated herein by reference and are a part of this Agreement. Customer Initial Form R2 Page 3 of 3 Revised 5/06