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Home My WebLink AboutAgenda Packet City Council - 11/16/2010 (S)SUPPLEMENTAL AGENDA REGULAR COUNCIL MEETING CITY OF CORPUS CHRISTI, TEXAS CITY HALL -COUNCIL CHAMBERS 1201 LEOPARD ST. NOVEMBER 1fi, 2010 12:00 P.M. PUBLIC NOTICE is hereby given pursuant to Texas Open Meetings Act of the following addition to the agenda of the City Council to be considered at the above meeting: H. CONSENT AGENDA: 13.1. Motion authorizing the City Manager to execute a Deferment Agreement with Alameda Plaza, L.L.C., (Developer), in the amount $105,612.19 for waterline improvements required for Lindale Park Subdivision Section 4, Block D, Lots 21 & 22, located west of South Alameda Street, between Glazebrook Street and Gordon Street, in accordance with the Platting Ordinance Section V - Required Improvements, Subsection A. 3. b), contingent upon receipt of an acceptable form of financial document compliant with City requirements. I, EXECUTIVE SESSION: 14.1. Executive session under Texas Government Code Section 551.071 regarding In re the Complaint of Mercury Air Center -Corpus Christi, Inc. d.b.a. Atlantic Aviation, Complainant -against -City of Corpus Christi, Respondent, pursuant to Part 16 of the Federal Aviation Regulations. L. REGULAR AGENDA: 25. a. Ordinance appropriating $1,130,021 in the No. 4610 Aviation Fund from anticipated revenues to be received from the West Fixed Base Operation (FBO) at Corpus Christi International Airportfor expenditures necessary to operate the facility; changing the FY 2010-2011 Operating Budget adopted by Ordinance No, 028683 by increasing revenues and appropriations by $1,130,021 each. b. Motion authorizing the City Manager, or his designee, to execute afive (5) year aviation fuel supply agreement with The Hiller Group, Inc. to support flight operations associated with Carpus Christi Interna#ional Airport West FBO. 26. Motion authorizing the City Manager, or his designee, to execute a five {5) year lease-purchase agreement with Fortbrand Services, Inc. for aviation ground support equipment to support Corpus Christi International Airport West FBO ground support activities. 27. Motion authorizing the City Manager, or his designee, to execute a five (5) year Fixed Base Operator Management Services agreement with one three {3)-year option with Express Airport Services, LLC {EAS) for labor & services of the West Fixed Base Operator {FBO) operations. POSTING STATEMENT: This supplemental agenda was posted on the City's official ulletin board at the front entrance to City Hall, 1201 Leopard Street, at ~+1~ a.m. .m:, November 12, 2010. Armando Chapa City Secretary g RELATED TO ITEM 13.1 AGENDA MEMORANDUM November 1 fi, 2010 AGENDA ITEM: Motion authorizing the City Manager #o execute a Defermen# Agreement with Alameda Plaza, L.L.C., (Developer}, in the amount $105,fi12.19 for waterline improvements required for Lindale Park Subdivision Section 4, Black D, Lots 21 & 22, located west of South Alameda Street, between Glazebrook Street and Gordon Street, in accordance with the Platting Ordinance Section V -Required Improvements, Subsection A. 3. b) ,contingent upon receipt of an acceptable form of financial document compliant with City requirements. ISSUE: Alameda Plaza, L.L.C., developer of Lindale Park Subdivision Section 4, Block D, Lots 21 & 22, submitted deferment agreement documentation to defer construction of water improvements required of plat in accordance with the Platting Ordinance, Section V -Required Improvements, Subsection A. 3. b). REQUIRED COUNCIL ACTION: Council authorization far the City Manager to enter into a deferment agreement with Alameda Plaza, L.L.C. (Developer}. CONDITION: Developer must post a letter of credit or equally liquid negotiable securityvvith the City in the amount of 110% of the cost of the improvements, and comply with all other requirements of the Deferment Agreement. RECOMMENDATION: Staff recommends approval of the motion presented. ~/.~ Juan Pera[es,/Jr., P.E. Assistant City Manager Development Services Department Email: JohnnyPGcctexas.com Telephone: {361 } 826-3828 Attachments: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Background Information Location Map Water Improvements Cost Estimate Deferment Agreement H:IDEVELOPMENT SERVICE5I~EFERM]=NT AGREEMENTSILIN~ALE PARK SU8p1V1510M000NCIL AGENpA MEMO.OOC `~ n } AGENDA MEMORANDUM ADDITIONAL BACKGROUND INFORMATION BACKGROUND: The development time schedule and the platting of Lindaie Park Subdivision Section 4, Block D, Lots 21 & 22 (Exhibit B) require the developerto construct public improvements for the proposed plat. The deferred public improvement is the construction of a waterline and associated fire hydrants (Exhibit C). Construction plans for the public improvements were submitted on October 1, 2010 and approved by the Development Services Department. The Planning Commission, at its October 27, 2030 meeting, reviewed and recommends the execution of the Deferment Agreement and found reasonable cause to delay the required public improvements to expedite the recordation of the plat by the Developer's time schedule. The Developer agreed to escrow the $105,612.19 in the form of an acceptable financial document. This amount is 110% of the estimated cast of constructing the required improvements, (Exhibit D) incompliance with the Platting Ordinance Section V-Required Impravemen~s, Subsection A. 3. b). A deferment agreement, (Exhibit E) between the City of Corpus Chris#i and Alameda Plaza, L.L.C. allows the Developerta deferthe construction of the required improvements, which is required to be 75% complete for a period of up to one {1) year from the date the deferment agreement is signed and approved. The deferment of improvements wilt allow the Developerto expedite the recording of the plat and obtain building permits to develop Lindale Park Subdivision Section ~, Block D, Lots 21 & 22. EXHIBIT A H:10EVELOPMENT SERVICES~E]EFERMENT AGREEMENT5ILIN~ALE PARK SU80NISIONI000NCILAGENDA MEMG.9CKGRNd 1NFO.000 EXHIBIT B S []eferment Agreement Between City and Alameda Plaza, L.Q.G. Eng: MurF Hodson; P..E. Engineer's Estifirrate pct. B, 2~~9t7 By; G.,R:R. fbr Job fVv. 9'18+30.80.{3'1 B~QCK D, LOTS ~1 ANR'22 LINDALE RARI~ SUB IVfSI N Corpiri~ Christi, Tex~& ITEM. QF~GRIPTION _... ~ItAIV. `;.UfiIIT lJIV#T TOTAL _ . PRI~6 COST A. WA-TER IMPF~OIfIVIEMENTSC: '( $" F'VG C-90[3 1,'162 I,E $30..00: $34 #i30.0(} 2 S".Date Vafve•and,Box 4 .E,4 $860Q17: $3,9~30.Q0 3 8" Ductile trap lee 2 E,~ 5350:00 $T17fJ.OQ 4 ire H dr"aht Assembf.`Gom-fete In- lace- 4 EA , 53,2QO,O.Q $42,BOt3.Q4 5 B"'Ductile Iron Ri cline C3el•lectian 2 1=,4 $T,2t7Q.t)0. ~2;.ao0.fl0 6 Tip to Existing Wat~rl~rte 2 ; ; 1=A $75r}:~tf]' ~51,5i?O.QO 8"l"aAirE"`Sleeve..&:8"Ta~`iri>~~te1/a1:ve 2 E,4 $~2,250:C15 54,5gQ.05 8 Tern rary F~vet~lent'F2egair 902 RF .....$5:55 ,$5~998.3[t 9 '1'ermaneritPaver~ent Repair 2 b LF $.`1a:04k $2~9QO..Qt3 i~ATE R SLIB-~~TRL $:69;09$:30 B: MISC~Lt.ANE4U5 fM..PROV~MIE"NTS d~t~orls;:Bbnds.a~dlnsurar~`e e 1:. LS $1Q,~0.0.00 ,~'I17;Q0~}.QC1 2. ~ U1/P3lterfls 1.. LS . $1,(300.+70 $1,p0~l.00 MISCELL AIVE~US SUES-TOTAL:. , $1'I,Q00.00 CCN STRLiGTIpN Tt^3TAL, ~Q,O~S~CI EKGINB~RING an~~ a>DM>!riulsTl~arioN 1 Engineerin - 19% of eanstruetion ..: $13,008:53., Ta . _g['a .hleSur~~}r ... $2,6DCJ.€3C1 3 ColStrtir;tloti TestiiZ $3,Ot7D.8Q 4 Construetian Sfaki ~~°fa of construction 52;32.95 'T OTAL AQMU(; S'tfi@12.7'$ TOTAL ~iSSTs S9B,b11.o8 RI~ DlTla[V14L TO° ~5 F~~ I]~F~R1411f N~': $9,8+11:91. Tt~7ALREQ LIIR~€] R1=FERtV4~{VT: $105;61.'[9 IJrbari Engirieeririg X725 Swantner Gorpas Ghiisfi, T?C 7404 1-361-SS4-31 t31 1 'of 1 EXHIBIT 3 4 n t ~ Sauth Alamedo Street ..~__.._.~..._..,_~..._.,,~_w._,_~......._..._ _---a_.------~- -- ems. sipe~ ,q ~ nC anon ~ l5e' ne aaoo o i - - _ _ - - °"G ~ r ~ ~ ~~ v~aN. a I ~ al ~ , • • • 1 I x.ewti I ~ ~ El4111 KIWI! IINgIS iR ~, I ~ I I a I 1 9 '9 t4 4 9 ~I 4 ~r ~ N ~-- E .. ,._ ..:_: , :....., ,.:. ,. , ~ I ~ ~ I ~ I '~ Lot 22 ~ ~ ~~, I ° Lot 21 2,fi4i Acres ca I ~~. I ~ f 1.322 Acres 115034,3Qsf ~ ~--~ I ~ 57578.38sf IXISiING BllllplMG ~ ~ r~__ uram. re 1 ~ ~W ~° I ~ ~ 1 l i imixwr ~~ I- I- ~„n, ~ ~I ~ _ f N I f l I I I ~~ I I~~~ Il~a. >i.~ g~~ ~P 4) I; I +!~ I C I ~` ~'~"° I, i I Vef. Il. Pi- 14~ NAP +T h ~~~ F.eerP~ .f s8ues Oounb; fans ~?.gr `~{y {{ WEE I ~ Ls[ 1,~ lnt 2 ~ 3 ~ I la~ial 9 I ~~ lal 6 I [at 9 I L.1 to ~ WS I I Itpt sf I ~lol s~ I I,A~IS I Lcl 19 I lal~ Lol sB I b~01[gl Zo ~ ~~ ~ ~ ' -~ I I I i l l l l! I I I I I III I I I I I~ ICI III i l l l f l l l l l! i l l l l l I ~ ~ i III ~ ~ I I ~ I ~ ~ ~ ! I l ~ l l l ~ ~ I ~ WATER PLAN e~oac a Fors ~t Mn 2~ L~DAI.E P/~1RIC Bl~DM81C~1 OOF~PlJ8 (~T~ 7E)(11S .. ~ ~o o~~~ as o -~- 0 F%1511fR swr ~r tex Muuet uxe ~w ~ M~xx~r F.FI. FNE NVCMlR ~1FIDil ~ we l aoun~np w~ Pnt vEnikExr rsm~r ~ iax r r~vvar t copyright 2010 Urban Engineerinc u~e~- ENGINEERING CORPLtS CF[RISTIP TEXAS Flms Na 1~ ~ 2T~ Sranbwr St, Cape. Cbth9, 4x 7e4G4 w~wN~ (ae~) ea+-a~o~ g~x~ (ae~) e34-saa~ JOB H0. 4 t 880.80.01 MFH/crr October f 3, z0 ~ o 350 100 50 0 00 200 GRAPHIC SCALE 1"=100' EXHIBIT C Eng: Murf Nudsan, P.1=. By: C.R,R. Engineee's Estimate for BLOCK D, LOT$ 2'I AND ~2 LINDALE PARK SUBDIVISION Corpus Christi, Texas Oct. 8, 2010 Job No. 41860.B0.01 ITEM DESCRIPTION QUAN. UNIT UNiT TOTAL PRICE COST A. WATER IMPROVMEMENi'S; 1 8" PVC C-900 1 162 LF $30.00 $34 860. QO 2 8" Gate Valve and Bax 4 EA $860.00 $3,440.00 3 8" Ductile iron Tee 2 EA $350.00 $700.00 4 Fire N drant Assembl Com fete In- lace 4 EA $3 X00.00 $12,800.00 5 8" Ductile Iron Pipeline Deflection 2 EA $1,200,00 $2,400.00 6 Tie to Existin Waterline 2 EA $750.00 $1,500.00 7 8" Ta in Sleeve & 8" Ta in Gate Valve 2 EA $2,250.00 $4 500.00 8 Temporary Pavement Re air 902 LF $6'.65 $5,998.30 9 Permanent Pavement Re air 290 LF $10.00 $2,900.00 WATE R SUB-TOTAL: $69,098.30 B. MISCELLANEOUS IMPROVEMENTS 1 General Conditions, Bonds and Insurance 1 LS $10,{]00.00 $10,000.00 2 SWP3ltems 1 LS $1,000.00 $1,000.00 MISCELL ANEOUS SUB-TOTAL: $11,000.00 CON STRUCTION TOTAL: $80,098.30 ENGINEERING AND ADMINISTRATION 1 En ineerin 10°1° of construction $8,009.83 2 Topographic Surve $2,500.00 3 Construction Testing $3,000.00 4 Construction Stakin 3% of construction $2,402.95 T OTAL ADMIN: $15,992.78 TOTAL COST: $96,011.08 AD DITIONAL 10 % FOR DEFERMENT: $8,601.91 TOTAL REQ UIRED DEFERMENT: $106,612.19 Urban Engineering 2725 Swantner Corpus Christi, TX 78404 1-361-854-3101 1 of 1 EXHIBIT D Exhibit E 1. DEFERMENT AGREEMENT STATE OF TEXAS § COUNTY OF NUECES § This Deferment Agreement (hereinafter "Agreement"} is entered into between the City of Corpus Christi, Texas, a Texas home rule municipality, (hereinafter "City") and Alameda Plaza, L.L.C., (hereinafter "Developer"), and pertains to deferral of the completion of cer#ain improvements required prior to filing the final plat of Lindale Park Subdivision, Black D, Lats 21 & 22 (the "plat"), which was approved by the Planning Commission on . A copy of the plat is attached and incorporated as Exhibit 1. WHEREAS, the Developer is obligated under Section lll, Paragraph H, Subparagraph 5, of the Platting Ordinance to construct seventy-five percent (75%) of the required impravernents, before the final plat is endorsed by the City Engineer.. Detailed construction drawings must be provided by the Developer and approved by the City's Departments of Development Services and Engineering prior to the s#art of construction; WHEREAS, the Developer is seeking to defer, for a period up to one year, the construction of the water improvements (hereinafter the "deferred improvements"), as shown in Exhibit 2, as required by the City's Platting Ordinance; WHEREAS, the Developer is seeking to have the plat filed immediately with the County Clerk of Nueces County, Texas, before completion of seventy-five percent (75%) of the required improvements as required by Section II#, Paragraph H, Subparagraph 5, of the Platting Ordinance; WHEREAS, the Developer will provide a Trust Agreement, (hereinafter "Trust"), executed on behalf of the City, for the amount of One Hundred Five Thousand Six Hundred Twelve Dollars and 19/180 ($105,612.19), which is 110% of the estimated cost of constructing the deferred improvements, all as shown on the attached cost estimate, which is attached and incorporated as Exhibit 3; WHEREAS, the City Attorney and Director of Finance have approved this transaction; WHEREAS, the Developer has satisfied all other subdivision requirements, park dedications, park dedication deferment agreements, and maintenance agreements and all special covenants have been completed; WHEREAS, the Developer is entering into this Deferment Agreement as required by Section V, Paragraph A, Subparagraph 3. b) of the Platting Ordinance; Page 1 of 6 Deferment Agreement Between City and Alameda Plaza, L.L.C. NOW, THEREFORE, for the consideration set forth hereinafter, the City and Developer agree as follows: 1) The City shall waive the requirement that construction of the deferred improvements be completed before the final plat is endorsed by the City Engineer and filed for record with the County Clerk of Nueces County and further agrees to allow the Developer to defer construction of the deferred improvements as shown in Exhibit 2, for up to one (1) year from the date of this Deferment Agreement. 2) Before the plat is filed by the City, the Developer will provide a Trust, executed an behalf of the City, for the amount of One Hundred Five Thousand Six Hundred Twelve Dollars and 191100 ($105,612.19}, which is 110% afi the estimated cost of constructing the deferred improvements as shown on the attached cast estimate, which is attached and incorporated as Exhibit 3, 3) The Developer will construct the deferred improvements, in accordance with the City's engineering standards in effect at the time of construction. 4) Upon completion of the deferred improvements by Developer within one {1) year from the date of this Agreement, or later time as may be mutually agreed upon in writing by both parties, and upon acceptance of the deferred improvements by the City Engineer and upon compliance by the Developer with the remaining terms of the Deferment Agreement, the Gity Engineer shall immediately release Developer from the obligations to construct the deferred improvements by mailing a Release Letter to: Frank Cotta Alameda Plaza, L.L.C. 8350 S. Staples, #1DD Carpus Christi, TX 78411 With copy sent ta: Kristian Cotta Commercial Alliance 72D1 E. Camefback Rd., #29D Scottsdale, AZ 85251 5} {1) If the deferred improvements have not been completed wi#hin one (1) year from the date of this Agreement; or (2) if the Developer fails to deposit any increased security as set aut below; ar (3) if Developer defaults in any of its covenants or obfgations under this Deferment Agreemen#, the City Engineer will provide written notice by certified mail, return receipt requested, advising of the default and giving thirty {30) days from date of receipt of the letter to cure the defaul#. If the Developer fails to cure the default after receipt of the notice and opportunity to cure, the City Manager of the City of Corpus Christi will demand that the trustee of said Trust referenced above, in accordance with said Trust, pay to the City of Corpus Christi, the amount of One Hundred Five Thousand Six Hundred Twelve Dollars and 19/10D Page 2 of 9 Eleferment Agreement Between Cify and Alameda Plaza, L.L.G. ($105,612.19), which is 110% of the estimated cost of constructing the deferred improvements. The City payment will be made on the order of the trustee without the necessity of joinder of the Developer. The monies will be placed in the appropria#e City fund and the City may begin completion of fihe construction of the deferred improvements. 6) If the monies paid by the trustee prove inadequate for the City to construct or complete all or any part of the deferred improvements, the Developer shall reimburse the City for any addi#ional costs of the deferred improvements. The Developer will pay said costs within thirty (30) days of the Cities completion of the deferred improvements and billing of the Developer. 7} The City reserves the right not to issue Certificates of Occupancy for this development until the deferred improvements are installed and accepted by the City Engineer. 8) The Developer agrees that the City, after notice in writing to the Developer and Project Engineer, may accelerate payment or performance or require additional security when the City Engineer determines that the prospect of payment or performance is questionable. 9} The Developer covenants to construct the deferred improvemen#s, and that this covenan# shall be a covenant running with the land. 10}The City Engineer, at Developer's expense, shall fife of record this Deferment Agreement in the records of Nueces County. 11)No party may assign this Deferment Agreement ar any rights under this Agreement without the prior written approval of the ether party. 12}Unless otherwise stated herein, any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery, by fax, or by certified mail, and if given personalty, by fax or by certified mail, shalt be deemed sufficiently given if addressed to the appropriate party at the address noted above the signature of the party. Any party may, by notice fia the other in accord with the provisions of this paragraph, specify a different address or addressee far notice purposes. 13)This Agreement shall be construed under and in accord with the laws of the State of Texas and- all obligations of the parties created hereunder are performable in Nueces County, Texas, and all lawsuits pursuant here#o shall be brought in Nueces County. 14}The Developer further agrees, in compliance with the City of Corpus Christi Ordinance No. 17113, to complete, as part of this Agreement, the Disclosure of Ownership interests form attached to this Agreemen# as Exhibit 4. Page 3 of 9 Deferment Agreement Between City and Alameda Plaza, L.L.C. 15}This Agreement shall be executed in triplicate, all original copies of which shall be considered one instrument. When all original copies have been executed by the City, and at least two original copies have been executed by the Developer, this Agreement shall become effective and binding upon and shall inure to the benefits of the parties and their respective heirs, successors and assigns. 16) The person signing this Agreemen# on behalf of the parties represents, warrants, and guarantees that they have authority to act on behalf of the party and make this Agreement binding and enforceable by their signature. 17}Upon termination of this Agreement, no provisions herein survive such termination EXECUTED in triplicate this day of , 2010. Alameda Plaza, L.L.C. Frank Cotta 5350 S. Staples, #100 Corpus Christi, TX 78411 By: Frank Cotta Alameda Plaza I_.L.C. Managing Member THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on Frank Cotta, Managing Member, Alameda Plaza, L.L.C. Notary Public, State of Texas (Additional signatures at page 5.} Page 4 of 9 2010, by, Deferment Agreemen# Between Ci#y and Alameda Plaza, L.L.G. CITY OF CORPUS CHRISTI {"City") P. O. Box 9277 Carpus Christi, Texas 78469 Telephone: (361) 880-3500 Facsimile: (361) $80-3561 ATTEST: By: Armando Chapa City Secretary By: Angel Escobar City Manager THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the day of , 2D10, by Angel Escobar, City Manager, far the Gity Of Corpus Christi, a Texas municipal corporation, on behalf of the corporation. Notary Public, State Of Texas APPROVED: This day of Deborah Walther Brown, Assistant City Attorney For the City Attorney 2010. 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I EXHIBIT 1 r ,~ AVIATION RETAIL FUEL 5UPPLY AGREEMENT THIS AGREEMENT, made and entered into this date of , by and between The Hiller Group Incarpnrated, a Florida corporation with an office in Tampa, Florida (hereinafter "Seller"), and C (hereinafter "Purchaser"} with an office in,) DDO international Drive. Corpus Christi TX 7$406; ~i~ °'` f. 5ALE AND PUIteAASE {a) Seller agrees to sell and deliver to Purchaser and Purchaser agrees to purchase and pay for the quantity and quality of aviation turbine fuel and/or aviation gasoline (hereinafter "Fuel") upon the terms and provisions set forth below, purchaser agrees not to resell fuel under any trademark of Seller or under any trademark confusingly similar to any trademark of Seller. Fuel shall not be delivered to Seller's branded locations unless Seller's permission has been received prior to delivery. 2. TERM (a) This agreement shall commence on Jury 13.201 !and remain in effect until .lanuarv 14.2016 unless canceled by either parry by the provisions in this agreement. After the initial term has been completed, this Agreement shall be automatically renewed for periods equal to the same periods as that originally agreed upon, provided however that the Purchaser shall have the right to terminate this Agreement upon thirty-day (30) written notice~e..~~ 3.Q UANTITIES (a) The estimated quantities of Fuel far each Eocation wi1I be stated iri writing and mutually agreed to by both parties, These quantities are used for planning purposes. p+~~_.~;,~ spa +aTurchase.total °~~iatic~ri.fuel.requ' ^*° ~^~^ ~°~~-- Estimated Ann ual Avgas 100LL: 100x000 Gallons Estimated Anneal Jet A: 300.D00 Gallons 4.Q UALITY (a) At the time ofdelivery by Seller to Purchaser, turbine fuel shall meet then-currentASTM Specification D-1633 and aviation gasoline sha[I meet then-currentASTM Specification D-910. S.D ELIVERiES {a) Seller shall make deliveries at Seller's expense to the delivery point{s) (the "FOB Point(s)"} specifed by Location. Title to and risk of loss of the Fuel shall pass from Seller to Purchaser at such FOB Point[s). (b) All volumes hereunder which are loaded into transport trucks, regardless of the delivery location, shelf be determined by meter at the point ofleadi~g. Al[ volumes delivered into pipeline systems shall be determined by meter at the delivery ]aGatian. ]aQuVg1~,~S (c) The invoiced quantity shall be the volumetric measurements of Fuel as actually loaded and measured at the point noted in (b} above which shall then be corrected for temperature to a 60°F basis in accordance with then-current petroleum correction factors {API Standard 2540 and ASTM Designation D125D) or at Seller's option, in accordance with a meter equipped with a temperature compensator, which corrected volume shall be the basis upon which payment shall be made, (d} If the delivery location is Purchaser`s storage tank and delivery is made by Seller to Purchaser in transport truck lots, Purchaser shall at the time of arrival of the transport truck, furnish the driver of each transport truck with necessary directions for proper placement of dre equipment at the appropriate unloading connection. Purchaser shall be responsible for any demurrage charges resulting from unloading delays. (e} All deliveries hereunder shall be made at times mutually agreeable to Purchaser and Seller. 6. PRICE '; :. ~, (a) The method for determining the price for Fuel delivered hereunder is indentified in appendix A, Pricing based on above volume estimates, 7. REVIEW OF EI.I.ER'S PE R CE- °°WE ANT TO I YOU IF YOU DON'T FIX TH[S" LAUS (a) Purchaser may conduct a comprehensive review of Seller and Seller's performance at any time during the term of this Agreement, and any extensions thereof. Purchaser shall inform Seller in writing of deficiencies, and Seiler shall address each identified Safety, Quality or Delivery deficiency shall be rectified to Purchaser's satisfaction within a maximum of five (5) days, and all other issues w thin a maximum of thirty (30) days of 7eceipt of such written notification, Purchaser may choose to terminate t is Agreement should Seller fail to reasonably address any such identified items. p,Na eacei S. TAXES (a) r be (b) Purchaser shall provide Seller any applicable tax exemption, certif icateand/or license applicable to any Fuel purchase prior to ordering or loading product. Purchaser shall obtain tax refunds directly fmm the taxing authority in the event that any applicable tax exemption, certificate and/or license are oat provided to Seller prior to ordering or loading product. {c) Seller shaEl, upon Purchaser's request, pay such charge under protest or withhold payment thereof~p~+v+~~,.~:o urchaser may, or, at its request, Seller shall, take any reasonable action that Purchaser elects to contest the validity and/or the amount of any such charge and/or to recoverpast payments thereof; but any such action shall be solely at Purchaser's expense, with counsel chosen by Purchaser. 9 AGENT (a} (b) as ler {c) 10. TRADIEMARKS: {a) Sel ler grants to Purchaser a nonexclusive, non-transferable right to use the brands or licensed trademark in connection with the sale of Aviation Fuel at Purchaser FBO. Purchaser will conform to the branding rules of usage set forth by Seller. Nonconformance to these rules will result in the de-branding of the Purchaser FBQ. ll. BRANDED PROGRAMS (a) Seller shall extend to Purchaser the cursent branded programs available per Appendix A. These programs are subject to modification from time to time eci -~.,> 1Z. WARR4NTY (a} Seller warrants that ail Fuel delivered hereunder will comply with the ASTM Specifications. Purchaser expressly acknowledges that Seller is a reseller of products and that Seller does not manufacture, store, handle or otherwise came into contact with the products. The methods of testing the products are published by the American Society for Testing and Materials (ASTiN} as in effect on date of shipment and are the responsibilities of both the refiner and the Purchaser. Seller transfers to Furchaser any and all warranties made by refiner an jet fuel and aviation gasoline to Seller, Seller warrants that it will convey good title to the Products. (b) Where applicable, Purchaser shall keep alE refiner and Seller trademarks brand names and signs legible and visible when displayed at Purchaser's location and shall display such trademarks, brand names and signs only in a manner approved by refiner and Seller. •s (c} Tire foregoing warranties are exclusive and are in lieu of al! other warranties, whether implied, oral or written, The warranty of merchantability, in other respects than asset forth herein, and the warranty of fitness far particular purpose, in other respects than as expressly set forth herein, are hereby excluded and disclaimed. 13. COIlDITIOIYS (a) All orders hereunder wit! be filled with reasonable promptness, but it is mutually agreed that Seller shall not be obligated to furnish goods hereunder, nor be Iia61e in damages for failure to do so, in the event acts of God, strikes, dit~calties-rriNs•iks wer~a~,lockouts, Tres, foreign or domestic governmental authority, war conditions in this and any foreign country, accident, delays by railway or other methods of transportation, ar other causes beyond Its control, shall render it impossible for Seller to do. 14. DEf n~cn~re (a) (b) {c} 15. 17VSURANCE (a) , ' Seller shall extend Excess Aviation Liability Insurance as provided from refiner or other entities. 16. CX~A MI S ~woli.~ Qns~w~ss sa S (a) Purchaser shah give Seller notice of any claims for quantity within Q4-iHet~c after the relevant Fuel is delivered. Purchaser shat[ inspect delivered Fuel and, whenever possible, any equipment used to make the delivery in order to determine the cause of any shortage in time to notify Seller within the time specified above. Purchaser's failure to comply with these requirements shall waive any claims by Purchaser against Seller for ~ shortage. (b) If Purchaser gives notice of defect in quality, Purchaser shall give Seller the opportunity to test the Fuel in question. If the Fuel is found to have been contaminated while in Seller's custody, Seller shall pay for such test. Ifthe Fuel is found to have 3 Y ~ , J i ,. .-. been contaminated a8er it left Seller's custody, Purchaser shall pay far such test. (c} lb. CONFLICT RESDLiJTION ~~,~ (a) The interpretation and performance this agreement shall be governed by and construed in accordance with the laws of Te'~s tb) if any dispute arises from ar relates to this agreement or the termination thereof, prior to resorting to litigation, the parties agrtre to endeavor in good faith to settle the dispute in an amicable manner by med iation. ~,11<yed ;-~ n tuepeof. (c) s. ` ~ - - 17. QUALITY ASS~]~,~j,CE {a} Purchaser shal~est each load of Fuel and, whenever possible y equipm used to make delivery, in order to determine the cause of any defects or shortage prior to ac Lance of to Purchaser refuse acceptance of any Toad, ifthe tested Fuel does not meet acceptance standard . Pure shat] not be liable for any charges for Fuel that is not accepted by Purchaser: Seller shall replace each no -accep uel load within twenty-four (24} hours of receipt of non-acceptance. Purchaser inspec all delivery trucks and all products before said products are accepted into Purchaser's facility. These inspections s be for the purpose of Ending defects in quality or quantity prior to acceptance and for determining causes for alleged defects or variances. Any claim far defect or variance of products delivered hereunder shat! be made to Seller within uceuZ3rtau~~s after the products are received and Seller shall be given the option to inspect said products prio to their use or transfer. If delivery is made into a carrier provided by Purchaser, such notice and opportunity to inspec shall be given to Purchaser before the products are moved from the loading point into said carrier. is ~ -E.NO(~1 B~s~,wes~s ~s (b) Purchaser steal! monitor and sign off on the quantity of Fuel delivered to Purchaser for each delivered Fuel koad, at each location. 18. NOTICES (a) All notices shall be directed to the parties as indicated herein by certified or registered mail, return receipt requested, or electronically, or to such other address as a party may designate to the other in writing. (b) Notices sent by mail shall be effective when deposited in the U.S. mail, postage prepaid and properly addressed, Any other notice shall be effective when received. I& ASSIGNABILITY (a) The terms, conditions and provisions of this Agreement shall extend to, be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, howevey that no assignment shall be made without the prior written consent of the other party, which consent shall not be unreasonably withheld. 19. MISCELLANEOUS (a) No waiver by either party of any default by the other parry shall 6e construed as a waiver of any fu#ure defaults. (b} The headings used in this Agreement are for convenience only and shall not be used for the purpose of construction or interpretation. When the context so requires, the singular shall include the plural and. vice versa. 1 ~ ~ . -_:---,~ (c) This Agreement contains the entire agreement between the parties and terminates and supersedes all previous communications, representations and contracts between the parties with respect to the subject matter hereof. This agreement does not extinguish any accrued rights under prior contracts. No change in or addition to this Agreement shall be effective unless in writing and signed by bath parties. {d) Wherever this Agreement grants either parry a specific right or remedy with respect to a breach of contract or wrong of the other party, such right or remedy is in addition to any other legal or contractual rights or remedies of the party cnjoyingthe right or remedy. (e) Whenever this Agreement provides that a party shall or may do anything, it shall be at the party's awn expense unless otherwise provided. (t} Ifany provision of this Agreement is contrary to law, such provision shall be deemed either to be severable and stricken or modified so as to conform to law. Ifany law requires that this Agreement include any specifc provisions, it shall be deemed to include such provisions. Other provisions of this Agreement shat l be given effect tv the extent possible. Any provision stricken, modified or added under this paragraph shall remain stricken or added only so long as the law requiring it remains effective. 2U. E%ECi1T1ON ei~esG ~v. ~- t (a} This 45R~raet shall not be binding on unless and until signed by Se~authorized representative, Commencement of perfom~ance hereunder prior to signing by Seller, as herein stipulated, shall in no case be construed as a waiver by Seller of this requirement. ( f The Hiller Group ~;+~ aG Corpus Christi ]In#errnatiexei~4irpe~t Signature: `~ ~ - - - Name Printed: ~~~~~izLPy[/ Title: `'~!`U Date: j l ~~ Signature' Name Printed: Title: Date: Approved as to farm: Nov. 12, 2010 ,13rian Nat aez Assistant City Attorney For City Attorney 5 -~ APP~NIDIX A Aviation Gasoline 100 LL • Pricing is Market Based however, pricing correlates closely with Premium Unleaded Motor Gasoline markets. Jet A Turbine Fuel • All Jet A turbine fuel follows market indices, typically on a 5-day trailing average. The price per gallon far Products delivered to Purchaser shall be Hitler's established price per gallon, in effect at the time Hiller, or its common carrier designee loads the Products into delivery trucks. Aviation fuel rack prices are established by Hiller and the refiner, based on an industry benchmark or index basis plus a transfer and/or Paid-in costs, which are the costs of refining and moving fuels to the terminal grid the cost of staring fuels at a terminal. Jet fuel pricing is generally tied to the index basis of the various market regional centers reported in Platt's Oilgram Price Report. Jet fuel rack prices are generally established with a market differential above the weekly Platt's average. Purchaser's Jet A price is established with a fixed differential of 0.086 per gallon FOB Terminal plus the weekly average Platt's US Gulf Coast Jet 54 Pipeline Mean index basis. The Platt's average price is calculated each Monday (ar Tuesday when Monday is a holiday) for the previous week (Monday-Friday published trading days only) and will be effective for the following Tuesday through Monday period, The price per gallon far Products delivered to Purchaser shall be Killer's established price per gallon, in effect at the time Hiller, or it's common carrier designee loads the Products into delivery trucks. The Platt's average price will be calculated each Monday (or Tuesday when Monday is a holiday} for the previous week (Monday-Friday-published trading days only) and will be effective for the following Tuesday through Monday period, unless a price change occurs because of a holiday or market event. • In the event there is a change to Sellers' cost structure, we reserve the right to amend pricing to reflect these changes. In such cases, the change will be incorporated immediately and may be due ta, but not limited to, changes in freight rates, refinery transfer pricing, terminal charges, or other costs required meeting supply requirements. Purchaser shall have the right to cancel this agreement should these casts be deemed unreasonable. Transportation • Fuel surcharge shall be based on E.LA. National Average Diese! Fuel Price Index and is subject to change on a weekly basis. Seller shall notify Purchaser of each week's price on Tuesday (unless changes by Refiner}. These notifications will include freight and calculate a delivered price for the week. Delivery charges can change based on common carrier tariffs. Purchaser retains sole right of carrier selection, providing carrier has been approved at terminal rl A ----> BRANDED PROGRAMS DIFFERING Chevron, Texaco, and TataIGA brands TotaIGA Business Development Programs TotaIGA Excess Liability Insurance TotalGA Produet Integrity Training and Materials TotalGA Credit Card Processing TotaIGA Co-ap Advertising TotaIGA Pilot Rewards Program TataiGA Customized Marketing Support and Planning TotaIGA Market Forecasting and Pricing TatalGA Operational Review Ch .~ ~~~,-:~zta,- _ ', ,;~~<<,~ ~~n. .~ People, ~~r~rtership ar<d Perfiarr~san~~ ~~ taf ~~~ ~~~ Su~3~l~r Nationwide -- a few sp~ciali~ed aviai:t'an marketers. x~ The Hiller G:rovp, Iric, is national aveation distributor that.. provides competitive advantages enabling refiners to achieve strategic. objeckives. The Heller Group, Inc. is a family business, started in 195, and is among the Top 15~ privately held corporate©ns in Florida. Flexible. programs and. services such as technology enhancements, equipment leases and rental programs, custom marketing plans, and pricing. Cleeveoo People, Partn+~rshlp and Performance ~rr~~~~~ ~~~ ~~~~~~~ ~~~~~ Program Ser~iees. ~ Business Piannfng '~ aperationaf Reviews ~ F80 Central CRM f3atatrase a i3ata .Integration ;g Markeking Plan Development Historical GCR Reports - ~ Alliance Program - ® Training Programs Prod..u[t InYtgrity • F60 Zr€f5t4137Er SErviC9 ~ Refueling Equipment & Financing .CredifiC'ard Data l~lanage~neni ~ Custom Report Solutions ~ Website C~]~Vt'~]C] C~nrmn PrnduCk Services ;a bne call solution Platform ~ Supply Repability ~ Fixed Price Contracts/Forward Contracts ~ Market Timing Information ~ Brand value/Equity ~ Custom L3ispaten 24/7 w/tailback Prorngtion Services '~ In-hawse Ad Agency i=fyBuyS Reward /Lnyalky program ~ Ganferente Sponsorships >~ Go'bp Aclver[]sirig Pec-p1e, Partnecsh.ip soli P~r~ocr#eance ~ ~~ ~:,,~,,,~., z,.H;; Peppier Partnership ar~ci Rerformance ~~~ ~~~~~ Exhibit 6.3--AAar~setingToats Used `"A Lat" nr,"9oti~ewhst" by Genera[ Auiatlan Airports Namhar a{ Airports Repartin~ Rirpart vrebsite '~ i Ares releases Atdcfes in newspaapers ar magazines Printed marketing breszhure siirpwrl economic impact brochure F,~agairtza ads Printed newsfaEter Newspeparads Elsctr:ofiic newsletter Rads4 ads Aclvertisir€g on cUiiar tivebsifea Billfwards 7V ads.:... 4 5 i+3 15 taesponses Source: Auparr btaric+stir~ ~rtucY. dune ZLg9 P'+u~pte Pat-tt°,~rship and Per~r~rrt~anc~ i srirtrr za~z Chev-an i 5ource~ 4frver 4Ytrrman P~~pi~, ~artrtership att~! Per€~rmar~ce r+ni. ~a~ ~• iliHer 2tlfi? ~~~~t~~ 7"~~~ Exhibit 5.5 Action Dlagrntr3 to Rttraat 7r~inei8nt Pilots. c~e~ Pevg€e, Partner~hlp at~d 3~cr~~rrma.t~~e ~ue~ Pt~~~has~~~ ~ri~~rs ~ ~~~~ ~~se~rt„h • Friarities cited by FBQs and piEats as to what erns>ria determ-fines who gets the- aviation fue( .business were very. similar. BO and Pilo Pri rti sat Irn an #~. Passenger ~erviEe #2 Aircraft Service #~ Fuel Cast #4 Reiati©nships #5 Personal Rewards ~hflYr073 • i~flTE: Thera were indications that Brand +of l=oaf was nat an actionable element of inducement tQ purchase, People, Partnership and Per€ormance Soutee: ~SA11AIt?R 7serr~ek. inc.. aux! O#arer 1Yyman Chavm yy~,~ ]~ ~~i~~ ~~ ~ ~~~~~~~~ ~~~ ~uppv~t, strengthen and maintain the relationships with current FBA dealer _ network Increase. sales by attracting customers downers/pi~vts,~dispatchers~schedulers~ tv - util~~e the branded FBO~ in netv-rvrk Maintain a ~ornpetitive Presence. r~:~E~rrra Fes~ple, Partners.fti~. an~f Rerfortnance 7 g ~~~?.~i~l"~~irt.~ ~~l" F~~#~ ~!`t3'1~1 ~@.li" ~LtS~f'~>~'~~ ~ Teamwork + 8uifding Strong Business Relationships with our i=Bp network.. a Training and Progrann. Development 4 Customer 5ervlce Training ~ Line Service & i=ire Safety Training +' Product Integrity Training (seminar, on site and web-Csased~ a Technology s Tanks & Refr~eling Equipment ~ Credit Card Processing - FBO Accounting Systems a MarketEng Programs Alliance Program s Marketing & Co-CP Advertising • Insurance s Conferences • i=lyBuys Reward/L.oyalty Program . >io~acr n~, Reople, Partnership ar~d Performance z yi ~~~Hii!~r~213iJ7 ~~ :~; ;,`; ~ ~; ~~v~tin~ & ~r~~~l~g ~~~ Direct Marketing Strategies a- Electronic Brochures for Target Marketing Creative ads in industry Publications ~- Newsletters, custom brochures, postcards, flyers ~~ V-lebsite iJevelopi~ttertt Fiyi3uys Reward Loyalty Program Altianc~ Program _ CointractjDiscount Fuet NBAA Conferences f Schedt,ier & Dispatchers - reimbursem+rrit of up ka $2,t~0(l far exhibitor booth ~- Annual Conuention , reimbtarsement of half of the cost. $~r,~€~0 $3,250. ~o'oP Adver#ising ~= Aviation Trade ~tr%licatioris, AecuKwik, Ini:ernet Advertising an Aviation sites, FEtplan,com, Airnav.cam, Brc~ctiures, Newsletters, l3ire~t Midi Etc. sp~c,pte, Pa~rtr#erstsip a>;td Perforrr>Iance ~.Ri.V~ ii~~ ~~~ ~e s~~~~i~ ~~'~ Qusi!i~ess _ . Cammi~rtity Businesses rvho are looking iFStq purchasing and operating aircraft Aircraft manufacturers, MitO, airlines doing bU5ine55 with airports and looking ~_ _ _ _a ~~rt~aui~~~ Dispatche ; Primary reiatianship is . with the P80 - fB0 service is important relative to the fuel brand with. the fuel supplier serving snore as an ingredient brand pecide where corporate atreraft refuel l-Eigh volume • requirement; several jets, large tank size, high consumption and C..- .f Pit©ts Primary relationship is with, the F80 - F64 service is important relative to the fuel brand with the fuel supplier serving mare as an ingredient brand Lbw volume requirerrient, but high profit re~argin Owners of aircrafks (bi-plane} and can tre described as weekend warriors end narEir3nat2S In eir ~in~t,st~r ` Association • Investors who are looking into purchasing irl3ps • Industry associatipns that are voices to the rcpnpral aviatiofl it " People, Partnership and F'er!`s~r~ance ~~ _~ Ni1ler in67~ _ ~~~fr~i~~ ~a~~~~~n~ ChEVif1R P~w~Z~~, Pairtnership and E?erforr€ian~~ .~ ~_~ ;;E#;_~~z~y,.~ Pec~~te, Partnership anct Per~mrrnan~~ Influence decision making behaviors which create repeat visits and increased sa#es volumes VI>ark synergistically with the Contract Fuel/[7iscaunt Card Pragrarns. Be easy to use, execute and manage Be ~~fectve wiirh a voride v~riet~r of customer types. Marge and smal:! purchases) ~ Acce~atance through FBO Dealer Network. and Pilot~Fllght Departm.erit .community. >P , E: ;3 c; +liller 2Qh7 ~°eapte, F'artne~~hip arid. Perf~r~riance ~'~~af'1~~C ~V~~'~.1~31'9 © fi5 Locations ^ Customer{Pilaf Incentive Prr~grarn -.Atlantic Awards r Applies to Jet A safes only ~ ~S.OO Certificate far every 1[io gallons purchased • Certificates redeemed at Atlantic`s Qn-Line store Chevron Efieirrod ~ 4{3 Certificates collected In calendar year can be redeemed for American Express i7ebit Card d Fuel piscount Program - No chain foe! discount program is publicaiiy advertised or promoted ^ Accepts a limited number of 3r~ party Contract. Fuel Cards (AvFuelt Colt, itVorld) People, partnership ar3d Perfr~rrnance ~~~~~~>~~ F~~~~ 5~~~~~~ • 25 Locations D 581.ocatinns D Customer/Pftot incentive Program -Signature Status Rewards ^ Preferred customer treatment -Silver, Gold, PEatinum, Reward levels are achieved through "f=requency" (the r«umber of aircraft flights a member utilizes at Signature Fed divided by tl~e total number of aircraft flights that the member makes into an. airport at which Signature operates an 1=80) + Quick turns ~~ ~ Preferential parking _ + Priority hangar space + Deduced -cost an goof cars and or GPU start-up a Reduced maintenance casts ~ Fuel discount Program -- tVn chain fuel discount proram.is publically advertised or proinnted. Discounted ,fuel is offered to al[ eustorners Based on a ~ofurrte threshold- at participating Jocakions, © Accepts a limited number of 3rd party .Contract t=uel Cants ~eaple!, I~artn~r&Ctip arvd P.e.r€arma~ce ~~` !isilev Z:i:ri ~~on ~~~ a NiUc~ IhG7 !.. • ~ustamer~pilat zn~entive Rragram -- No program adWertised Fuel Discount Programs - Na chain fuel discount program is publicalfy advertised ar promoted, c Ch~lepn • l~ccepts a limned number of 3rd party Contract lwuel Cards iP~ople, ~artnerst~ip and E+erfcsrrnance 35 Lvcatians ~~Nlna~ a~.--a~" -; Hiller 2A07 ~~-~~~ • Custarr~erJPilot Incentive Program - iva program advertised • Fuel Discount Program - ~o chain i=uel discount program is publicaily advertised. yr prvt~not~d. Eh * Accepts a iimited number of 3~d party Contract Fuel Cards p~cspl~, P~r~ners~ip-and. l~erf~rr~ta~c~ ~~~~~~° ~~LJ' ~A~k • 5aa + Lc~cativns Customer~Piiot Incentive Program -- FiyBuys Contract .Fuel jRiscount Program - Ai~iance Program accepted at Chevron and Texaco branded deafers Lhevrun • Accepts a limited number oi~ 3~d party Contract Fuel Cards People, Partner~ltip and Performance `;.,fi I '.w ~II~~ zeci }Iilicr d067 ~ Applies to Jet A and Avgas safes ~ Points are accumulated on a per gallon basis. (=B0 can award unlimited Bonus points to encDUrage up-sales Alliance card doubles points per gailan ~ Paint to Point s:3ffer, awards 100 Eaonus paints if future t=BO visits are registered and qualifying Fly~uys purchase. is made AcGUmulated points can be redeemed anytime within 24 months from date earned 2000 Paints = $25.00 chewon/Texaco gas card accepted at nearly 1b,Q00 branded 5tatiDn ~ 2D04 points = $2Q:Ea0 Super Certificate, nD expiration.. Redeemable at more than 24.E participating retail stores, restaura.ntsy theaters, airlines hgtel5 artd more ~ Points can be awarded. to pilafs Dr.ffig.ht departments Paints can be split among: multiple members at tlrt~e of purchase l?Dints can be pooled and distributed to entire Flight departments Pefl{~l~f. Partnership and. Perftsrmance Repeat bf.~sin~ss and upsale opportunities driven by awarding points incentives. Advertising /awareness campaigns to both pilots and Might departments ~o drive usage. Participation is voluntary. ~ Internet Gateway or PC}S options available. Cn FBl7 has the option to give bonus points or run on-site promotions. Hifler pays for an additional one point per gallon when Alliance card is used on qualifying purchase. FB~J has access to on-line acc©unt details. People, Partnership arsd PerForrrsance Chevron ~~~~ ~~i~r ~~n~'~~~ Program is focused on building Ic,ng-term network loyalty with individual pilots and flight departments. -4lfows supplier ~o build a direct reiatianship with end- users. A .single, consistent program fc~r the entire Chevron netv+zerk, including botl-~ direct and affiance partner f=f3t~s. one card used at bath Chevron and Texac© branded _; sites, Program is self-funding with sorr~e n.et margin generation. Simile opera~ivn with. vendor managed c©l'lection and retiernption center for points. Pe~~xts, i'ar#nersi~ip anti Perfc~r~ance i~Hiilev 2G'37 i ,,,,,~£~,;,~,, ~eopi~, partnership apd P~ri`arrrt~nce E~~~ #~t~~~~~ ~~~~~ Wh2~t is the Alliance Progre~n'~ e The Cheeron & Texaco Aviation Fuel Card Program,. ©wned and managed by The Hiller Group A proprietary charge card that allows transaction processing of Retail and Contract Fuel Sales for Corporate, General and Commercial operators. When tine FB0 does not participate in Contract. Fuel,-the transaction is automatically processed as a Retail Sale. All participating Cheuran and. Texaco FBc7s accept the Alliance Card as a form of payment= Pe€spfe, F~artrters~a`tp as~e! Pe~orman~~ rr ii:l~er 2t}7 1 ,; ,,y ,R -~ Hii3at 2htt7 -. Marketing tool and method of payment far- natlo~ial and interna.tianal flight departments Flexible program allows C=BOs to participate in Retail and Contract Fuel sales using- One Charge Card Provides a platform to compete with other aviation supplier fuel programs Ehevron ~ Enables 1=BOs to secure business from the growing number of Contract Fuel customers Assist the 1:80 i.n strategically managing the Broker/I~eseller relationship Earn extra point in FlyBuys Reward/Loyalty Program P~Qp1~, Partnership and Perforrr~ance Ch ~ FBO can compete. with ©ther industry fuel programs FBC3 can .compete with airport competitors Minimize direct confact with weekiy Broker/Resefler request for Contract Fuel prices and invoice disputes Removes accounts receivable from FB4 ~ Eliminates credit card processing fees Full reimbursement to FBU far Fuei and Fees ~uara~iteed reimbursement for into-plane -rate ~ii~e= 2eo. Brt~4~~~~~~rs Peap~e,.Partner~hip and Per~f~rma.rt~e cnev.~~ listed below is a sampie of the Brokers/Resellers seliing fuel in the Corporate Aviation Industry. Many BrokerJftesellers have another primary business such ~,; ~~ as weather or flight planning. They open prowicle credit to companies ghat are consid-erect high risk. lJniversal Weather anal Aviation Colt lntemationa! Jeppesen world Full Service Card western Petroleum World FueE Service Baseaps Chevmn ~r~~Cer ~~~ell~r ~~u~~k ~~f~ren~~ L~~t e1 n `~. ESl33ai ZGV' _.. ,y ~?; 4iE€er lir -? AiiianCePrngram ,~;~.r%"r Braker ~ Resetler Quick Referettce i.ist NRIm ~ ~ AAtiuxh.~r , FtWNIq ltlil, [ap- __ _ I:rtd Mentor -- T ~ fiEUl2ID1CIVG7I!' CTirtn ,:_ ~L'J~~F- !f~ mend fiWER[RGY C ENERGY- 4 IUdG42lWI50WI5"' Eh:r;M ;p66E3tuGEfGtlQ1J" Cdn ti~l VIkTIGJ4NEY NR1RlC 708W2E1t~1lb;;T' CmnmerrJ'8 ~YLflluii FU$JN/Y;kl. AC TEtpl42E1WRVISS' Corvimerrld 4RpIgAf11ELINJI(IIC' ~'~ 211.Q6cYk724S'- ~Cammare4l riAflGnFUtl.IXfYIHC p[ 7EYPEtlid5}pp711' Cammvxtd NATJM1F11F1 NYRUJC~ tL YIAFItIk.Fl; 11 - Ikt AC 3paflxd1d6100747' fmnma.SlN ; L16F061)i" Ca.n WtIJ(HEFI7EL'J;11LIflC~ pC ~ls-4s3cGFR' -CBmmn'U11 V10.TETJFFGE731lFlRiC" AC flpTJ(JJFRIEC 1gFt.G;Y RC - 19sasfmll's' -Cpmtimr9N ~G13YCd61mI6E` rDmlHK[iit tiLfT~yF11[1.tJER INC' PC 3UNi31 ~ ie7' -~esntin, YEpTIpJ1A12CiFRlL9[-. +SC .. TIq~EpNpT107Fp1 - PiC. ]G6Gi311pF.t(04},i' CcmMeJrIH~ . TCdlV21M~E6pGG15' ~irM lHIEP1YATKRip1 .PLC 'J;M0421 Y3-' .CORIri{iyJyl Aka FRCQk '-d. TOBLi211~E1Q'IQ14' ;Cttarl' F~FSTIRJEE lpp1JAG{MEl/F, llC 218Ai311li1ep0I1' . . (ummESd'iF llEi FI/l1T J)t11dA11GU1p SRl ff aVC- 'J18W1115;Aifliu" [loner EL FJlE1T iY•p1nAWIR qI fl . ':1F8W311s57WM!' ~ Cmmptray ~AFCd;IC -- :Aft"~ ltEOE7I€F~ii:36EU' Qa rter Pe~sple~ Partatiershdp ane~ P€:ri`drrrtance Alliance Team and Hiller dales ~(a-nagers are a Marketing Arm for FBQs. Here is how we promote the FB4 Network: Attend: and sponsor Industry Conventions, Conferences and Regional Groups Personal Visits to 1=light Departments Phone Calls, Email and Personalized Mailings Bi-monthly Cardholder Invoice Letters Weekly Contract Fuel Price Notices Ct~aTlron People, i~artnershlp and Performance ~ri~~re;~ E.~c~~n~le~ AirNav pricing extracted iij11j2E}it~ Location ~8i) WRetail Set A Av~as LAS • Atlantic $5J6 $7.31 s Signature $5.81 $7.91 r Chevron {HNi1 5 miles Prom I.AS) $4.82 $5.46 ' + Chevron t;VGT 8 miles from 1;45) $4.82 $5.{16 ', HOU r Atlantic {Texato}' $5.25 $6.l7 r idiEllon Alr $5.14 $5:61 • Signature $5.23 $5,90 • Chevron (EFiD fi miles Pram i•tOUJ $4.T6 $5.23 cn~~ ~. ^ ~3)~ance ar tru ~$g.0~ iva M5Y +- Atlaritlc (Chevron} $6.34 $7,.00 • Signature $5.29- $7.D9 ~ 7exaca {iVE1il-.12 rr~iies MSY} $: 5:.09 $5,44 s Alliance at NEW '~~3.871 NA "- *Mlnlmum v©Iurite up[ift~ higher vofurite = bigger dl5eount, Ful3y folded price tncEudes taxes artd Pees.. A11 Secondary Field pptlAns hive runways oP 5404 Pt plus-and fufi service°FBO's PeerPt~, ~artn~rslaip aril Rai•fe~rmal~ce x~ ttitier Zed: Es~1B111'i7l1 =~1 ~,,;,,~,~,,,~, Pea~sEe, Part~tership and Pe~fc-t`i~riance Chavcan ~~~~~- ~~fe~~~ ~q~~~~~~t 't= F3iiler ZiV37 :~-_ `v Rental Lea Se Lease-purchase i~ew and Used r Jet ~ C~pt~ns. ~,~~~; 5,D04, and 7,a~Q-gallon tank sizes are available. ~Avgas (~~ti~n~: 1,Q~ yr ~,5~0 gallon dank sizes. 10aD tJSG Avga~ Refueler i~ecipie, F'arfnership and i?erfcarre~artce Z1k8Y~O{t l7~opie, Partnership and i~erfarmance ,,, Hine a~~or f :; ilillcr 7.CA3a 3,t~0~ [JSG )et Refue~er - Single Rear Axle Chevron f~eopl~~ Par@n:ersf~f~ ansf Ferfe~rman~~ S,OO3 USG Jet Re.fueler -- Single Reaf• AxCe ,;,, ~,. -_ _ ~r -. - ~, ,: ~.,,= chevron Pecipfe, P~itts~ersftip and ~ei~urmar~ce ,~, AN ORDINANCE APPROPRIATING $1,130,021 IN THE NO, 4610 AVIATION FUND FROM ANTICIPATED REVENUES TO BE RECEIVED FROM THE WEST FIXED BASE OPERATION AT CORPUS CHRISTI INTERNATfONAI_ AIRPORT FOR EXPEDiTURES NECESSARY TO OPERATE THE FACILITY; CHANGING THE FY2010-2011 OPERATING BUDGET ADOPTED BY ORDINANCE NO. 028683. BY INCREASING REVENUES AND APPROPRIAT#ONS BY $7,130,021 EACH; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 7. Anticipated revenues in the amount of $1,130,021 to be received.from the west fixed base operation at the Corpus Christi International Airport are appropriated in the No. 4fi10 Aviation Fund fior expenditures necessary to operate the facility. SECTION 2. The FY2010-2011 Operating Budget, adopted by Ordinance No. 028683, is changed to increase revenues and appropriations by $1,130,021 each. SECTION 3. Upon the written request of the Mayor or five Council members, copy attached, the City Council: (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs, and (2} suspends the Charter rule that requires consideration of and vo#ing upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the day of 2010. ATTEST: CITY OF CORPUS CHRIST! Armando Chapa City Secretary Joe Adame Mayor APPROVED; November 11, 2010 Eliz h R. Handley Assis ant City Attorney for the City Attorney EHord322 Page i of 2 Corpus Christi, Texas day of , 2gTp TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: Ilwe, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Council Members Respectfully, Joe Adame Mayor The above ordinance was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry Elizondo, Sr. Kevin Kieschnick Priscilla G. Leal John E. Marez Nelda Martinez Mark Scott ~Hordszz Page 2 of z RELATED TO ITEM 26 CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: 1111612p1p AGENDA ITEM: Motion Authorizing the City Manager, or his designee, to execute a 5-year lease-purchase agreement with Fortbrand Services, Inc, for aviation ground support equipment to support Corpus Christi International Airport West FBO ground support activities. IssuE: City of Corpus Christi issued a request for proposals (RFP) for the Tease-purchase of aviation ground support equipment for General Aviation, Air Charter Service and Commercial Air Service operations a# the Corpus Christi International Airport. Fortbrand Services, Inc. was the only respondent to the RFP. Proposed equipment will meet the needs of the West FBO ground support services as required by the Airport's Minimum Standard for Commercial Aeronautical services provided. The proposal included new and used equipment. The term of the lease-purchase is coterminous with the proposed FBO Management Services Agreement and includes aone-dollar buyout of afl equipment at the end of the 5-year lease agreement. REf.ZUIRED COUNCIL ACTION: Approve 5-year lease-purchase agreement as presented. PREVIOUS COUNCIL ACTION: NIA CONCLUSION AND RECOMMENDATION: Award the contracts as presented. ~,. Fred Segundo Director of Aviation freds@cctexas.com 361.289.0171 x1216 Attachments N~ Ground Support Equipment Lease Agreement F' h BACKGROUND INFORMATION The current Fixed Based Operator {FBO} agreement with Atlantic Aviation, the current FBO operator, will expire on January 14, 2011 and under the provisions of the current agreementAtlantic Aviation owns ail Ground Support Equipment (GSE) associated with General Aviation (GA}, Air Charter Service and Commercial Air Service operations on West FBO. In order to replace the GSE on the West FBO the City of Corpus Christi, Department of Aviation requested proposals for aviation GSE needed to operate the day-to-day operations of the West FBO. One response from Fortbrand Services, Inc was received. The proposed equipment was evaluated by Airport Staff and is recommending 'a 60-month term with end of lease purchase option. In addition to offering the City of Corpus Christi the ability to purchase the equipment proposed, Fortbrand Services, Inc. is also offering the City the option to lease all of the equipment under the following terms and conditions; a} Lease Term - 80 months b) Monthly Lease Rate Factor of - 0.01933% c) Lease Rider Purchase Option - $1.00 purchase option Below is monthly and annual payment schedule associated with the Ground Support Equipment lease to purchase agreement. .. 0.MortHt :L~xe Leave X.ease Lease Lease _ .~. ~T,ORSBTL'1Y6 MOZ1tIl~y 1~~'tetiA2.U~~~. A~'~E1fIBIit.YF .1~$lYfrilCtl~"- 11,~'CBIf~YF :A~A'~1!C>d#-- Equipment i3ld~lce- Factor- Paymeat~ Xr,l. '2 Yr-1 4,' ~'r,.5 TMaI, rusnnacx iracror 13,250 0.01933 $ 450 $ 5,404 $ 5,4(10 $ 5,404 $ 5,400 $ 5,400 $ 27,000 Tow Tractor 102,830 OA1933 $ 1,988 $ 23,856 $ 23,856 $ 23,856 $ 23,855 $ 23,856 $ 119,280 Taw Bar 2,823 0.41933 $ SS $ 660 $ 664 $ 660 $ 664 $ 660 $ 3,300 Tow Bar 3,323 0.01933 $ 65 $ 780 $ 780 $ 780 $ 78D $ 780 $ 3,940 Hoban GPU 13,202 0.01933 $ 256 $ 3,072 $ 3,072 $ 3,072 $ 3,072 $ 3,072 $ 15,360 Hobart GPU 41,702 0.01933 $ 807 $ 9,684 $ 9,689 $ 9,684 $ 9,684 $ 9,684 $ 48,420 l.avatroy Cart 9,940 0.01933 $ 193 $ 2,316 $ 2,315 $ 2,316 $ 2,316 $ 2,316 $ i 1,580 Water Cart 9,240 0.01933 $ 179 $ 2,148 $ 2,148 $ 2,148 $ 2,148 $ 2,148 $ 10,740 AuBtartEJnit 152,900 0,01933 $ 2,956 $ 35,472 $ 35,472 $ 35,472 $ 35,472 $ 35,472 $ 177,36D ACw~it 48,000 4.01933 $ 928 $ 11,136 $ l1,E36 $ 11,136 $ 11,136 $ 11,136 $ SS,680 GPU 53,900 0.01933 $ 1,442 $ 12,504 $ 12,504 $ 12,504 $ L2,504 $ 12,544 $ 62,520 Crew Access Steer 15,000 0.01933 $ 290 $ 3,480 $ 3,4$0 $ 3,484 $ 3,480 $ 3,480 $ 17,440 Bag Cart 6,540 0.01933 $ 126 $ 1,5]2 $ 1,512 $ 1,512 $ 1,512 $ 1,512 $ 7,560 Belt Loader 31,000 0.01933 $ 600 $ 7,204 $ 7,200 $ 7 200 $ 7,200 $ 7,200 $ 3b,000 $ 513,610 $ 9,935 $ 119,224 $ 119,224 $ 119,224 $ 119,220 $ L19,220 $ 596,100 Fortbrand Services, Inc. has been in the business of selling, buying, leasing, financing, renting and maintaining new and used aircraft ground support equipment for over 25 years. The company specializes in the origination and servicing of short-term rentals and long-term leases of aircraft ground support equipment throughout the aviation industry. Fortbrand Services, Inc. utilizes the knowledge, experience, expertise and relationships of its personnel in order to provide tailor made programs to meet specific requirements of its customers. Vendor will be able to deliver ALL proposed equipment prior to the January 15th implementation of the new FBO Management Services Firm of the West FBO. `I ~, ,..a: '''Y ~* LEASE NO. BATE: Lessee State of Qrganizetiori TX LESSEE: City of Corpus Christi, Texas 1207 Leopard Street Carpus Christi, TX 784D1 LESSOR: i=ortbrand Service, Inc. 50 Fafrchlld Cnurt Piaifiview, thew York fi 1803 One {7} Kubota V1.5©5-E3-024 towtractbr One (fi} TLD TMX-i fi0-16 tow tractor One {i } SAC TR34SR #owbar One {1 } 13AC TYTB 75 towbar Orie {1} Hobart GPU-4DD ground power unit One {fi} Hobart,letEx 5D ground power unit One {1} Phoenix Metal Products LC10DLi' lavatory cart One (! } Phoenix Metal :Product$ VVi'CFII t]~LP water cart Qne {1) TLD ASU-OOD»200 airstalt Oiie (fi} TLD 30,2-H-CUP air cond[tioner w! treat One.{1} TLD 4D90-T-CUP ground power unit w128.511 rt:Cti~r~r Orte (1} WASP A281410D Greve stairs One (1} WASP AD05414D baggage cart One {1) WASP walk tiehind balk loader $1,988 $55 $6b $256 .$807' $'193 $17@ $2986 $928 $t.D42 $290 $126 $B00 I:NT LI=pS~'rERhA ~OhtM~NCEMi:N7 L7A7!_ 4kQVRNCE REAiTALS 38;935 60 rnonllta Aa017#QNAL PROVI9IQNS: 1} Furthlase t]ption Ridtarattat~ed 1, t;3n the terms and condElir>ns nr this Lease, Caesar hereby leases to Lassos the equipmeAt sat.ftlAh herein.aindlar in any 5rtreduia that shall from time tn,gma tseenme part harauf (the'EquEprnenL'}. 2 7tie term of thialeasa ahaitbe the number of months set forth herein under Lease T'etm,gnd shall bornnMirtce,otrfheCcmmericemen# Date; Lessee authgrizas Lessor to Insert the Cammerrcamsnt.Date In #hEs Leese upon delNery of ttre EqutprAant. The Leese ahaU eulomat~ally renew on a mpnth~lq-ngnth basis pnlass Lessee grout wrlnen nWica of its Inteni lo.redrrn 1ha Equipment or renew the Lapse no lea9 than Hilriy (30} Jaya plot to the expirailan of the Lease Term. ie Lease i9 iRbvaeable and may not be epnrarllad;. termGtated or revoked by lessee daring. the Lease Term Cdr any reason whataoevar: $„e3e~+ +d wPes+°Pa.~ofas e.~,e gwena+~ra~'w,~e~ oa ~`.a C+~ •F Cart~ae Gtc.~~~ ~ 3. The total rent ana0 ba.equal to the Monthty RsMsai fodh herein rtnlltlplied by me number of months fh the Lease Tama. Lessee agrdes to pay the total rent In monthly instatlmanEs, In advance, danmrncing on the Commstrcement.Dele and cortlhiuing on tits same.day of each mdnlh (hereafter. Payment shell be made to Lesso- ak Its shove staked address, ax as it shalt nlhervslte designate in writing. Alt Advance Ranlata shell be srwo-refundable.to Leases under any circumstances, including imthe avant of an early tennirtattarr of the Leese or h Ina Lease shall fall to commence on ascent of acts of Lessee. Lassen shall be respenaltile for all costs af#ransporfadnit afthe.equipment band frcm the localien designated by the Lessor upon ccmmencamant and termination be the Lassa Tarm. Lessee a~aas~ta pay Lesadrtbr the costa of-such ttan5patalicn as addittanal rant. 4..L1:g50R tWAI(t:5 NO WARRANTIES AS TO TWE EgUIPMENT, WH1='fHER EXPRESS OR I1NPLtED, tNCLUDINL lAgTtft]iJTLIMITATIgH, ITS CpNDITIt]IV, MERCHANTABiLI'fY U)R FlTNE55 FO.R A ?pfrrIGU4AR.PURPO5~,.pN1} t.aS~Je' LEAS~3 T#IS lrCitllPMEklt Ti7 Ll=SSEE "AS It3." Lessee A8[ees to look so]ety to the nrattufacturer, ae~r.w certietaf'!he Egplprrterit tp- pnyr claim arising from strY defiett; braadh of warranty, failurocr rielay in delivery madefvsry~ar inabilitytp use that=.quipineriFfer:anyreasort;4rhalausv~r< irasee~e~ obtiga8gne to Lessor hereunder shell act iri ar-y mannai be aff$ctad tt#er~aby, Iriotudtnp; wlthotit amilauan, LaB obligatlohs to palrt;esaor.all risnt and tttlret amaurds payable under this Lease. Lessor s#eall notba iiahle t'or any foss, damage trt experisa exceed ttlraedy ar~iddireesy pytlia EqutQmenk toe use, mafntarrsrtce, repair a sarvlF€ng'thereof, Tor any daisy or [allure b proV'sfa came, far any intemfp(ion et aenriee Gr bss of aervks:m loss aF use, or for any lass of htiaihass ar damage of any nature whatsoever. Tfie unders~mad agree to ail Terms and Conditions set.forth above and tsrt PAGE, TWt7 {~)" NEF~IEOF, ant# ttetelsy expattes thrs Lease. LE5SD1~: FDRTS D SERVICES, fNC. LESSEE: CITY DF CORPUS CHRISTI, TE?(AS 8Y: gy, _ NAME: ~eiet Steam NAryIE; Appro d as-1o farm: N v. 12, 2010 7E7LE=; Vice Rresidani ~t71_E; // rian arvaez L(7CATi(3H'OF EGIUIPM!"NT' Carpus Christ[ Ilitematioftal Airport (CRP} 1:Q00 Iftferrtational: i"Jdve Corpus Chrlstl,'t`;tC 7t34~6 Assistant City Attorney for City Attorney - ~ 6. Lessee shall keep the Equipment aL the abpve~statetl location or, If none is specified, at Lessee"; above-stated address and shall not remove the Equipment therefrom without Leasar'e pdo-rwdEten epnaeM. Lessee shell use the Equipment in a careful manner and shall, at Lessee's expanse, keep the Equlpmem In good repair and comply with ell manufechrrer's inslrucgo-ns and all laws, ordinances, regulations ar requirements of any governmental aulho-rtty, agency, afflcial, beard or department having jurisdiction. 7. The Equipment Is, antl shall et all times remain, fha property of Lesser. Lessee shell have no dghS, title ar intareat in the Equipment except ae set forth herein. Tv secure the prompt paymarri and pedomtaneB of al! d7ligafions of Lessee to Lessor under the Leese, Lessee hereby grants to Caesars security interest in Lessee's Irderesf in the Equipment antl any proceeds thereof. Such securty imerest shall be governed by the Uniform Commeraal Code antl any ether applicable laws. Lessee hereby authorizes Lasser to Tile a financing statement with respect to the fqulpment-andagrees-tv-pays-essoraliariling-Tess. Upon Lassnts request, Lessee shalt affix and keep in a prominent plate vn the Equlpmen[ labels, plates ar other merkinga ]ndirakng Ihat the Equipment Is owned by Lessorand shell not permit their removal ar cancealmenL lnsdcance-pplivy~ 17. Lessee shall endeavor to keep the Equipment free and clear of ell charges, trans end enarmbranees of whatever nature end Lessor shalt 6e responsible ter paying all charges, taxes and fees which may nowor hereafter be Imposed upon the ownership, leasing, rental, sale, purchase, pvsseselon ar usear use of fha Equipment, except taxes on or ~'~"'' measured by Lesspta income.-If-any offse-f©rgaingshalF-ramair~unpaitl-when~due;-lesser-n-zay{aay-sameand-add-sucta~¢aymenttvane-rentpaymanE-next-hscoming~dus, W1116tLLE562a-agrEBa-tB-pay-86~ ddltlrlnal-S~pt: 13. Lessee shell Hal assign, pledge, mortgage ar otharvlse transfer pr encumber any W its rights untler this Lease, or the Equipmanl, ar any part thereof, nor subset the Equipment, aer-psm3il-its use~yaRyapsettrer-ties}rL~ssae-and-ilaempk>yera~withaui-L-esen>=a~aos~vritterr-car~senL Any such purpvrfad trenater, assignment ar-ether ac{iora without Lessor's written npnserd shell be void. Lessor may, without notice, transfer or esstgn thla Lease or any interest herein antl may mortgage encumber pr transfer any of lie rights printereat in and to Iha Equipment pr any part thereat enq without limits@on, each assignee, transferee and mortgagee shall have the right tp transfer ar assign its Interest F~ch such assignee, transferee end mortgagee shall have tip of the rights, but Hans of the obllgatlana, aF Lesser under this Lease end Lessee shall not assert against any of them any defense, counterclaim ar set~pitthat Lessee may have against Lesser. 14. K Lesaes fails to make any payment when due hereunder; ar under sny other lease or agreement with Leaser independent ai this Leese (hsretofpre ar hereafter made), or breaches sny represantalion contained herein, or defaults in the paRormanve of any ether obligation an Lessee's pert to be performed, ar if Lessee becomes Insolvent or makes en assignment tar the 6eneflt vi creditors or N any bankruptcy, receivership, reorgenizalion or insolvency pracaedEng shall be eommenoed by or against Lessee, ar If any attachmani o-r levy is made against any of Lessee's property, then any unpaid amount due an or before Lessor declared the Leese to be In tlefauSt, plus the enfrre unpaid total reniforthe balance of the term hereof shall be et once due and payable end Lesser may, without tlemantl or legal process, terminate this Lease and enter upon the premises where the Equipment is located, take ppasasslo-n of and remove same, exercise any or all of the rights and remedies available to a seeuretl early under the Uniform Commercial Cada and, in edtl8ipn, do any or all oTthe following, without liability tp Lessor and without eNecting Lessee's obligatlan9 hereunder. (i) salt, lease or otherwise dispose of the Equipment yr any part thereof al one pr more public or private sales, leases or other dispositions, at wholesale or rereil, for such conslderatipn, on such tarots, far cash or pn coedit, as Lessor in its sole diacrelion shall delennine, on at least tan (1p}days notice to Lessee of any public sale orof the lime after which a private sale, tease or other tlisposfdon may ba made (which notice Lessee ecknorAetlges Is reasonable); ar (il}retain the Equipment or any part thereof, crediting Lessee with the reasonable value thereof, or {#ii) pursue any other remedy evallable to Lessor et law ar equity. At any public sale, Lessor may ha the purchaser. Leaeee agrees to pay all of Lessofs expenses, Inclutling, but not limited to, the casts of repossessing, stodng, repairing antl preparing the Equipment for Bela or lease, co-mmissions payable In wnnecgpn with any sale ar lease, end Lessor's erivmey's fees. The net proceeds realized from any such sale, [sass or other disposition or the exercise of any other remedy, apes daducgng all expenses relatetl thereto, shall be applied toward payment of the unpaid balance than due Lessor hereunder. Lessee shall remain liable for any deficiency. Any amoun(due Lessor under this peregreph shall be deemed liquidated damages for the breech of this Lease antl not a penalty. All rights and remedies pf Lessor shall ba wmulativa and not aftemaliva. Lessor's failure tp exercise ar delay In exercis€ng any rght or remedy shall not be construed as a waiver thereof, nprshall a waiver an one occasion be construed to bertha exercise of any right ar remedy on a future occasion. No performance by Lessor of any of Lessee's tluties under this Lease shall be deemed to cure any default of Lessee. f5. L-essee aQraesxa~ay~aaaly-charge-st-five {;}:4.i passant-eE-ar~y-installrr;aatef~vnlpEy-Fivnt-in-detavg-€en-(14}-days-ar mersThis Lease is subietl to the Texas Prompt Payment Act. - 18. Lessee represents that the txetlif epplteaUnn, slatemsnls end credit or financial irdormation presently grin the future fumished to Lessar are true, complete antl correct -~ and are matle tp induce Lessar to enter Into this Lease. Lessee upon the request oT Lessor tlufing fha tens hereof shell fum-tsh all tinannial infprmelion requested by Lessar. Lessee wilt glue Lessor prior written nafioe of any change in its Slate of organization. 17. Upon explretion ar lenninetton of this Lease or any renewal teem, Lessee shall, et ifs expense, return the Equipmentln the same condition es originally repeived, reasonable wear and tear excepted, end free of ell liens and encumbrances, by delivering same tp Lessor or to a place designated by Lessor, unless Lessor shall elect to abandon all or part of the Equlpmant. restdsted~raa-warier-where-paid-vr~hs-saursalpnasaf-eta-ae-useg~irsc[ly-er-indirectty-~iv--purchase-the-E-quipment--!:asses ~as~-vial-and~viilaet-eslaYrlisW-any-fynds-sc astaaats-(np-matter-wtaers-held-o~tha~our~e~iherevt}t6ie~+~rse-ef-wh isi~i61ega11yraquirad-or~tAarw~}ss-seats;qag-{spay-dir~Fly-or-iad'srertfyienfat-paymams-ua deFa L-ease. It is Lessor's and Lessee's inlanlipn that each Lease not wnstitu[e a "true' lease for federal Income tax purposes antl therefort#, it is Lessor's and Lessee's Inlentlan that Lessee 6e considered fha owner of fire Equlpmen! under each Leese fo-r fedeal lncame tax purposes. Nvlhiny in Phis Lease phaEl be interpreted as makino Lessee res ansible far an faxes. Lessee is a home rule munici al co oration and Inca! ovemmenlal enlii of the State of Texas. 19. Nptwilhstandinv env other provision under this LeasS Tktis-this Lease is a Hai lease. Lessee's abllgalipns hereunder are absolute and uncendlUonal end era not subject tv any abatement, tlefemsant, reduct'so-n, recoupmenl, defense, offset orcounterclalm, far any reason whatsoever. L SOR AND LEStiEE WWVE E RIGHT Td A JURY TRIAL 2p-Any notice to a party hereunder shall 6e suffiGenfty given if mailed to sold party by certified mall, refum receipt requested, at its address set forth herein or such other address as may 6e tleafignaled by written notice tv the other party If tv Lessee: City 4f Carpus Christi Attn: Oireetor of Aviation 10pp Intematlpnal drive Carpus Chdsti, Taxes 78406 B. Lessee shell not make any motlificatlans, alleredans, adtlitlvns or improvements to the Equipment without Lassv>'s odor written consent, Ail modfftcatlons, alterations, additions, imprpvemams end replacement parts shall belong tp Lessor. The Equipment shall remain personal property regardless pf its apixafion to any realty. Lessor shall have fha dght to enter Lessee's premises during normal business hours to Inspery the Equipment antl all retatetl melntanence records and observe the Equipment's use. 9. Lessee shell hear the enure dsk of loss,lhaft, destrudlvn pr damage to the Equipmanl, or sny part thereof, {rpm any cause whatsoever and shall nut be rellevetl pf the obligalio-n to pay the total rent pr any other obligation hereunder because of any such occurrence. In the event of damage to the Equipment, Lessee, at its sole coat and expense, shall immedlateiy repairihe Equipment. ff Lessor determines that the Equlpmen! is bet, stolen, deatroyetl yr damaged beyond repair, Lessee, at Its sale cost antl expense shall (a) pay b Lessor the Tull replacement cuss of new Equipment end (b) pay Lessor ail amounts then due hereunder, together with the unpaid balance of the total rent far the unexpired tams hereof. ~ na~nmC:--t-His-ttaragrapra-a~-snau-suwrveane-termmatieya-vt~snis-L~asa: Intentfpnaliv omitted. payursnrs-unvvFSU6A-ease gar-rscsralaar: nnye~purpvses:-and-itrj-complete-and-file-in-a--timely-z~aruwc-an-infer-raativr.-repertinpaetur~a-~vilf}-rasper~f-tr~each-L-easyas required-by~t#a-Cede: a 21. TFris Lease conssitutes the entire understanding of the parties and shall not he madHied exeep! in writing signed by the parties. This Lease shall he construed under the laws of the State of Nwu~FarkTexas. ~esseath^e,~fes consents to jurisdidicn of fhe eaarts of ~Iassa6rNueces Gounty, Wew-~ackTexas or lha Fsderal Court fOr the E~stera `-'y Southern ~letrict of 1+3ew-Y~arac"Fexas. This Lease shall not become eReGttva un11E executed try Lessor. SubJad la Peragreph 13 hereof, this Lease shall inure to antl bind the parties, Iheir successors, Eega~l rapresentelivasand assigns. No provleicn hereat xhlch may too ecnatrued as unenfaraeeable shall in any way Invalidate, any other provlaion ~~ hereof, all of which shall remain In fu1E force antl effad. LESSOR: LESSEE: ~,. aE~a~rr=o ro ~r~M z~ CITY COUNCIL AGENDA MEMORANDUM City Council Action Date: 1111 fi1201 ~ AGENDA ITEM: Motion Authorizing the City Manager, or his designee, to execute a five {5) year Fixed Base Operator Management Services agreement with' one three (3) year option with Express Airport Services, LLC (EAS) for labor & services of the West Fixed Base Operator {FBO) operations. ISSUE: The lease agreement and subsequent short-term extensions with Atlantic Aviation will terminate on January 14, 2011. Atlantic Aviation and its predecessor, Mercury Air Center, have provided fixed base operator (FBO) services at Corpus Christi International Airport (CCIA) for the last 30 years. Consistent with new business terms proposed by Staff and recommended by the Airport Board, it is recommended that CCIA assume the West FBO operations through a management services agreement with Express Airport Services. It is expected that the new business terms will result in improved customer service, stable fuel prices and additional rwenue to the CCIA. PREVIOUS COUNCIL ACTION: A (ease for real property located at the Airport was assigned to Chaparral Aviation, effective October 14, 1979, for a period of 30 years. Through a serious of subsequent assignments the lease was assigned to Mercury Air Center _ Corpus Christi. The parties executed a first amendment to the Lease and extended the term for one more year October 14, 2009. The parties executed a second amendment to the Lease and grant a three month extension which would expire January 14, 2011. CONCLUSION AND RECOMMENDATION: Award the contracts as presented. Fred Segundo Director of Aviation #reds@cctexas.com 361.289.0171 x1216 Attachments: MANAGEMENT AGREEMENT LABOR & SERVICES BACKGROUND INFORMATION Approximately eighteen months ago, Airport staff began the process of redefining the role of the FBO at the Airport through the interactive development of a revised set of Minimum Standards #hat would define the FBO operations at the Airport going forward. Following approval of the Minimum Standards by the Airport Board, Airport management developed a set of business terms that supported the objectives stated above. These were presented and discussed with representatives of current West Fixed .Base Operator (FBO) Atlantic Aviation. The basic principles of the business terms include: - Allow the airport the ability to approve consumer pricing to keep the Airport customer friendly - Provide a small percentage of the revenue derived by certain commercially based operations of the FBO beyond the historical land rent and fuel flowage. fee in order #o help pay for the Airport's costs of providing and maintaining the infrastructure. - Preven# fhe pass through of these concession fees to the consumer to Keep CRP competitive - it is important to note that the facilities that the FBO's utilize are property of the Airport. in order to ensure that tenants maintain the facilities so Airport realizes a full economic value of them the tenant is required to make a minimum investment. During subsequent meeting and negotiations to outline the business terms, feedback was received and the Airport and Atlantic Aviation could not reach an agreement acceptable to both parties. At the Airport Board meeting of May 19, 2010, the Board voted to recommend that Airport Staff cease negotiations with Atlantic Aviation on a new agreement and develop an Request for Qualification (RFQ) to select FBO operator under the new business model. On August 5, 2010 the City received notification via letter that Atlantic Aviation declined to bid on the RFQ. The only RFQ proposal received was from Express Airport Services, LLC. (EAS). The Airport evaluation committee reviewed and evaluated EAS proposal and found them qualified and capable of providing the FBO services requirements as outlined in the Airport Board approved Minimum Standards for Commercial Aeronautical Service Providers. PRO FORMA West Fixed Based Operator {FBO) 5-year Service and Management Agreement Yr.1 Yr.2 Yr.3 Yr.4 Yr.S ~CC't~UNT PROPOSED PROPOSED PROPa5£D rPROP05Ell PROI'USEI? p~;SC:RIPTION _ ' ~` Y4-1L FY lI-`12 FY' 1~~13 ~ 13,14 , ~}- ~5-fib ;. Uureserved $ - $ II2,947 $ 349,830 $ 651,230 $ 963,734 Reserved for Encumbrances $ - $ - $ - $ - $ Reserved fvr Commitments $ - $ - • $ - $ _ BEGINNING BALANCE $ - $ 112,947 $ 349,830 $ 651,230 $ 963,734 OPERATING REVENUE Office Space $ 61,473 $ 105,382 $ 104,328 $ 103,285 $ 102,252 Vehicle Parking $ 7,875 $ 13,500 $ 13,365 $ 13,231 $ 13,099 Hangar Rental-Aircraft $ 119,595 $ 205,020 $ 202,976 $ 200,940 $ 198,931 Tie-Down and Apron Fee $ 12,491 $ 21,200 $ 21,836 $ 22,491 $ 23,165 Fuel Sales $ 1,005,510 $ 2,029,138 $ 2,307,641 $ 2,474,674 $ 2,654,259 Into Plane $ 39,123 $ 67,069 $ 67,069 $ 67,069 $ 57,069 Fuel Storage Fee $ 5,833 $ 10,000 $ 10,000 $ 10,000 $ 10,000 Sales of Aviation Related Items $ 5,000 $ 15,000 $ 15,450 $ 15,914 $ 15,391 Miscellaneous $ 5,000 $ 15,000 $ 15,450 $ 15,414 $ 16,391 TOTAL OPERATING REVENUE $ 1,292,749 $ 2,512,157 $ 2,788,957 $ 2,954,35b $ 3,132,415 NON:OPERATING REVENUE Interest Iacame Interest on investments $ 2,585 $ 5,024 $ 5,578 $ 5,909 $ 6,265 Total Interest income $ 2,585 $ 5,024 $ 5,578 $ 5,909 $ 6,265 Other Revenue Total Other Revenue $ - $ - $ - $ - $ - TOTAL NON-OPERATING REVENUE $ 2,585 $ 5,024 $ 5,578 $ 5,909 $ 6,255 TOTAL REVENUE $ 1,295,335 $ 2,517,182 $ 2,794,535 $ 2,960,274 $ 3,138,680 TOTAL FUNI3S AVAILABLE $ 1,295,335 $ 2,630,129 $ 3,144,365 $ 3,611,504 $ 4,102,414 PRO FORMA West Fixed Based Operator (FBO} 5-year Service and Management Agreement Yr. I Yr. 2 Yr. 3 Yr. 4 Yr. S [3RGAN17A`I'lON 1!~'4IE PRDPOSED FY PROPOSED PROPOSED PROPOSED' F'itOP()SLn 1U=11 i Y ll-1? PY 12-1'3 1r'~',i3-14 F S''. i.5 ~ lb Departmental Expenditures Start Up Cost Management Fee (DirecdIndirect/Rembursable) EIectrical Water/Stormwater Solid Waste Gas Cost of Fuel Ground Equipment Lease to Purchase Insurance Facility Maintenance Total Departmental Expenditures Total Non-Departmental Expenditures TOTAL RESERVED FOR ENCUMBRANCES RESERVED FOR COIVIMITMENTS UNRESERVED CLOSING BALANCE $ 30,050 $ - $ - $ - $ - $ 376,264 $ 669,190 $ 687,600 $ 706,562 $ 726,094 $ 3,963 $ 6,992 $ 7,202 $ 7,418 $ 7,640 $ 1,434 $ 2,598 $ 2,754 $ 2,919 $ 3,094 $ 8,928 $ 10,299 $ 10,917 $ L 1,572 $ 11,572 $ 684,261 $ 1,447,238 $ 1,639,720 $ 1,773,358 $ 1,917,886 $ 69,496 $ ll9,137 $ 119,137 $ 119,137 $ 119,137 $0.00 $10,734.22 $11,270.93 $11,834.48 $12,426.20 $ 7,991 $ 14,1 ! 1 $ 14,534 $ 14,970 $ 15,419 $ - $ - $ - $ - $ 1,182,387 $ 2,280,299 $ 2,493,135 $ 2,647,771 $ 2,813,269 $ 1,182,387 $ 2,280,299 $ 2,493,135 $ 2,647,771 $ 2,813,269 $ 112,947 $ 349,830 $ 651,230 $ 963,734 $ 1,289,144 ''~ ~ ~~ i FIXED BASE OPERATOR MANAGEMENT SERVICES AGREEMENT This airport services agreement (this "A~reement"), is made and entered into effective as of (the "Effective Date"), by and between the City of Corpus Christi, a Texas home- rule municipality, and Express Airport Services, LLC, ("Contractor"), with offices at 700 Sam Houston Parkway West, Suite 200, Houston, TX 77067. RECITALS WHEREAS, City intends to operate a certain fixed base operator ("FBO"} operation in connection with the provision of FBO services at the Corpus Christi lnternationai Airport ("Airport"), WHEREAS, Contractor is organized and existing under the laws of the State of Delaware and, as of the Effective Date, is authorized to transact business in the State of Texas; WHEREAS, Contractor is in the business of providing certain FBO services; and WHEREAS, City and Contractor desire to enter into this Agreement pursuant to which Contractor will provide such services to City on the terms set forth in this Agreement, NOW, THEREFORE, for and in consideration of the foregoing recitals, the respective covenants and agreements of the parties set forth below, and for other good and valuable consideration, the parties hereto agree as follows: ARTICLE I TERM AND TERMINATION l . l Term and Termination. A. This Agreement shall have an initial term of five (5} years commencing on January I5, 20I1, and expiring on January 14, 2016, unless sooner terminated under the provisions of this Agreement; with one three (3) year extension option upon mutual written agreement of Contractor and City. City will provide Contractor written notice na later than twelve {12) months prior to expiration of its intent to exercise the extension option, Option terms shall be negotiated and agreed upon by the parties no later than six months prior to expiration. B. Either parry may terminate this Agreement upon an event of default ("Event of Default"} (defined below). The right of termination referred to in this Section 1.1(B) is not intended to be exclusive and is in addition to any other rights or remedies for an Event of Default by one party hereto that may be available to the other party at law or in equity. The term "Event of Default" means the failure by either parry to fully and timely perform any of its obligations mar services identified under this Agreement, which failure is not cured {i) within ten (10) days after the date an which any payment becomes due, in the case of a monetary default subject however to provisions contained in Section 3.2; or (ii) within a reasonable time after written notice thereof, in the case of a non-monetary default, but in na event longer than thirty (30) days after such written notice is given. In addition, in the event that the total number of insurance claims exceeds four (4) paid out claims on any policy required hereunder in a calendar year, City may terminate this Agreement upon not less than thirty (30} days written notice to Contractor, at its sole discretion. ARTICLE II SERVICES 2.1 Scone of Services. A. Contractor shall directly perform or perform through third party contracts with sub-contractors authorized in writing by City each of the services to be performed hereunder and as described on Exhibit "A" hereto, as may be amended from time to time by mutual agreement, and made a part hereof for all purposes (collectively, the "Services") in accordance with the terms of this Agreement. The Contractor shall exercise and shall ensure that any and all subcontractors exercise standards of care and diligence normally practiced in the aviation industry for performance of Services of a similar nature in existence at the time of performance of such Services. Contractor further warrants that: {i) it and its subcontractors are competent and possesses the requisite sidll,lQiowledge, and expertise to perform the Services in accordance with the usual and customary standards existing in the industry for such Services; (ii) Contractor and its sub-contractors are properly qualified, licensed, trained, organized, and financed to perform the Services; {iii) the Services shall be performed in accordance with the terixas of this Agreement; and {iv} Contractor will be responsible for providing and implementing required training requirements, if any, under federal, State, and City law, and maintaining all records regarding trainin programs to remain compliant with all federal, State, and local r~1-atory regm ements. © S~'~ ~Vic~,`. ~~y~VYYru.m ~eVe~ ~y~-' ~~ ~~-~ F YID o~ia~n5 ec~~~~ .~u~dl fished" i`V1, n i rv~,u.rv~, . s„ ~rne.~~- B. Contractor shall promptly notify City of any actual or potential material ~,~-~-~ interruption in performing the Services with respect to the Services identified in Exhibit "A." ~~ ,,t.~~. j-. C. Contractor and City s all enter into a~ agreement pursuant to which Contractor, at no cost to Contractor, shall~the premises at the Corpus Christi International Airport as further described in Exhibit "B". D. Contractor and City shall enter into a ease agreement pursuant to which Contractor shall lease, at no cost to Contractor, the equipment owned by the City identified in Exhibit "C". which may change from tune to time. ARTICLE III PRICING AND PAYMENT 3.1 Pn•CIn~. The pricing far the Services is set forth on Exhibit "A" hereto and made apart hereof for all purposes. 3.2 In icin~~ Pavment Terms. Payment terms shall be in accordance with the terms outlined in Exhibit "A"". Should any portion of an invoice be disputed by City, City shall pay the undisputed portion of the invoice 2 when due and the disputed portion of the invoice shall be withheld until resolution of the dispute. Contractor shall be obligated to respond within thirty (30) days of written notification by City of the disputed amount. If Contractor's response indicates that a discrepancy still exists, the anti s ; shall endeav r to resolve the discrepancy within fourteen (14) days of the date of ~-~r5 such dispute. If the parties are unable to resolve the discrepancy within the aforementioned fourteen (14} day period, either party may subzxut such matter to binding arbitration with a mutually agreed upon arbitrator in order to resolve the discrepancy. If such dispute is resolved in favor of Contractor, City will pay to Contractor the amount determined by such negotiations within ten (1Q) days after the end of negotiations. ARTICLE iV EMPLOYEES 4.1 Employees of Contractor. Contractor agrees that all of Contractor's employees, offa.cers, agents, and sub-contractors assigned to perform the Services will be employees, officers, agents, and subcontractors of Contractor solely for purposes of the Services performed under this Agreement. Contractor shall recruit, hire, train, supervise, direct, discipline and, if necessary, discharge rrzanageznent and non-management employees and sub-contractors performing the Services and advise City of any such hiring and discharge of employees or sub- contractors.. All personnel employed orsub-contracted by Contractor shall at all times and for all purposes be solely in the employment of Contractor or under an authorized sub-contract to the Contractor. 4.2 IVo EmploverlEmplovee Relationship. Nothing contained herein ar inferable herefrom shall be deemed or construed to (a) malts Contractor the servant, or employee of City or (b) create any partnership, joint venture, or other association between City and Contractor. Any direction or instruction by City or any of its authorized representatives in respect of the Services or Contractor's or sub-contractor's employees shall relate to the results City desires to obtain from the Services, and shall in no way affect Contractor's independent contractor status. 4.3 Payroll Taxes and Costs. Contractor will be exclusively responsible for filing any and all returns and reports, and for withholding and/or paying applicable goveznment, e,g. federal, state an.d/or municipal, taxes or other assessments based upon wages or employment, including, but not limited to, income taxes, gross receipt taxes, taxes measured by gross income, social security taxes, workers' cornpensation insurance and unemployment insurance premiums for such persons. It is furtYier understood and agreed that in no event shall City be required to make deductions from compensation or report earnings of any employee of Contractor or sub- contractor, under any Social Security Act, unemployment compensation or insurance act, or any other statute, ordinance, or regulation, local, state, or federal, purporting to levy a tax on payrolls or the compensation of employees; and Contractor hereby agrees to indemnify and save harmless City from any and all liability, cost, or expense arising or growing out of Contractor's compliance or failure to comply with the provisions of any such. law connected with the performance of this Agreement. ARTICLE V RECORDS. INSPECTION. AUDIT AND PROGRAM REVIEW 5.1 Records. Contractor shall retain accounting records of the Services based on generally accepted accounting principles and practices in effect during the term of this 3 Agreement and for the periods outlined in the Texas state records retention schedule. Contractor acknowledges that any and all records for Services may be subject to the Texas Fublic Information Act, and Contractor will comply with all reasonable requests from City far providing such required records. ~.2 I~ecti.on. Upon prior request to Contractor, City may during regular business hours inspect the books and records of Contractor, including training records of its personnel who provide Services under this Agreement during regular business hours. 5.3 Audit and Program Review. City, or its authorized representatives or accountants, at City's sole expense subject to the limitations herein, shall have the right to conduct an audit or program review of such books and records during the term hereof and for a period of one (1) year after termination of this Agreement, 1n the event City's audit and/or program review reflects that Contractor has overcharged City far such expenses, Contractor shall promptly reimburse City far such overcharge. If such audit and/or program review reveals that Contractor has undercharged City far such expenses, City shall promptly pay Contractor the amount of such undercharge. If such audit and/or program review reveals that Contractor has overcharged City for such expenses by more than ten percent (10%), Contractor shall promptly reimburse City for the reasonable cost of such audit, not to exceed five thousand dollars ($5,000}, in addition to the entire overcharge. The provisions of this Section 5.3 shall survive the termination or expiration of this Agreement. 5,4 Taxes, Contractor and sub-contractors shall bill, collect and pay sales and use taxes or any other taxes fees as required by applicable Law, an all Services provided by Contractor pursuant to this Agreement. ,ARTICLE VI INSURANCE AND INDEMNITY 6.1 Insurance. A. Caratractar and authorized sub-contractors shall maintain insurance as follows, each at the City's sole cost and expens ~ . {i) Workers' Com ens tion Insurance. Contractor shall maintain workers' compensation and employers liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Section 401) and minimum policy limits for employers liability of One Million Dollars ($1,000,000), bodily injury each accident, One Million Dollars ($1,000,000) bodily injury policy limit and One Million Dollars ($1,004,000) bodily injury each personnel. To the extent allowed by Texas law, the following endorsements shall be added to the policy: (a) waiver of subrogation in favor of the City; {b} a thirty (30) day written notice of cancellation/material change in favor of the City. (ii) mmercial G n rat Liabili Insuran e. Contractor shall maintain during the term of the Agreement, for protection of City and Contractor, comprehensive or commercial general liability insurance for bodily injury and property damage with a combined single limit of not less than Ten Million Dollars ($T0,000,000} for each occurrence and Ten 4 Million Dollars ($10,000,000} in the aggregate, including, but not limited to, Premises, operations, products/ completed operations, personal injury liability, blanket contractual liability and services liability, covering only the operations and activities of Contractor under the Agreezz~ent. ,~.he policy shall contain (a) a waiver of subrogation in favor of the City, (b) thirty (30) day written notice of cancellation in favor of the City, (c} City listed as an additional insured, Form CG 2010, or its equivalent, {d) independent contractor coverage, {e) contractual liability coverage liability assumed under the lease or permit, if applicable under this Agreement (f} damage Eo premises mEanaged by you in an amount not less than Two Hundred and Fifty Thousand Dollars {$250,000), and (g) medical expense coverage with a limit of Five Thousand Dollars ($5,000) any one person. (iii) Environmental lm~act _(Follution) Liability. Contractor shall provide coverage with not less than Two Million Dollars ($2,00O,OOD), each such policy covering only the operations and activities of Contractor under the Agreement. (iv) Business Automobile Liability_ _Insurance. Contractor shall maintain during the term of the Agreement, for protection of City, and Contractor business automobile liability insurance covering the use of all owned, non-awned, leased and hired vehicles with minimum limits (combined single limit) of Five Million Dollars {$5,000,000) for bodily injury and property damage written on a per occurrence basis ., (v} E to ee Dishones P li Contractor shall maintain during the term of the Agreement, for the protection of City and Contractor, employee dishonesty insurance with a limit of Two Hundred Fifty Thousand Dollars ($250,000) per occurrence for coverage against employee dishonesty anal theft. A fidelity bond in the amount of Two Hundred Fifty Thousand Dollars ($25D,D00) may be substituted in place of the crime insurance policy. (vi) Hartgarkeeper's Liabili~ r Polio Contractor shall maintain during the Term of the Agreement, for the protection of City and Contractor, Hangarkeeper's Insurance with a limit of Two Million Dollars ($2,000,000) for physical injury and property damage. (vii} Comprehensive Aviation Liability. Contractor shall maintain during the Term of the Agreement, for the protection of City and Contractor, comprehensive aviation liability insurance with a per occurrence and aggregate limit of not less than Ten Million Dollars ($10,000,000), unless otherwise determined by the City., ("i} Pr e I surance. Contractor t ~ g responsible for any and all damage to equipment used regardless if awned, rented, leased ar borrowed. B. Policy Requirements. Prior to commencing the Services, Contractor shall provide City with a certificate evidencing such policies from insurers which have an A.M. Best rating of A-VII or better or an equivalent rating from a recognized insurance company rating agency authorized to do business in the State of Texas and licensed by the Texas Insurance Department. The insurance policies shall contain covenants by the issuing company that the policies shall not be canceled without thirty (3D) days prior written notice of cancellation. City shall be named as an additional insured under Contractor's policies of insurance except for the workers' compensation policy and employee dishonesty coverage. All policies listed above except the workers' compensation policy shall be endorsed to provide they are primary and non- contributory to policies carried by City and include cross liability clause far additional insureds. The City reserves the right to review Contractor's and any authorized subcontractor's insurance policies for compliance purposes. The deductible or sel£ insured retention cannot exceed Five Hundred Thousand Dollars {$500,000}, unless otherwise agreed by the parties, for any of the policies listed above and shall be provided for by the Contractor. The deductible and self- insurance retentions shall be disclosed on the certificates of insurance. This paragraph and section do not replace or otherwise amend, in any respect, the limitations of liability set forth elsewhere in this Agreement. C. City's Environmental Obligations. A baseline report shall be provided to Contractor establishing an accurate assessment of any current contamination on the premises. 6.2 Indemni A. Contractor's Indemnification Obligations. Contractor agrees at all times during the term of this Agreement to indemnify, save harmless and defend City, its officials, officers, employees and representatives (the "City Indemnifed Parties"} against any and all actual liability, losses, damages, costs or out-of pocket expenses (including reasonable attorney's fees}, which the City Indemnified Parties may sustain, incur or be required to pay by reason of bodily injury, personal injury or property damage caused solely as a result of the grass negligence or willful misconduct of Contractor in connection with the performance of the Services hereunder, provided, however that the provisions of this section shall not apply to liabilities, losses, charges, costs or expenses caused by or resulting frorz~. the acts or omissions of the City Indemnified Farties. This provision shall survive the expiration or earlier termination of this Agreement. B. City's Legal Expenses and Casts. (i} The parties recognize that Contractor is acting as City's agent with sole regard to operating and managing the Premises. In the event that Contractor incurs or is subject to any obligations, losses, claims, suits, judgments, liabilities, penalties, damages, costs and expenses {including attorneys' and consultants' fees and expenses} of any kind or nature whatsoever that may be incurred by, or asserted against, Contractor (collectively, "Claim. Expenses"} that is, in any way, related to operations or management of the Premises or the exercise of operational or management duties upon the Premises or any environmental claim relating to the operation or use of the premises prior to the Effective Data (each, a "Claim"), Contractor shall provide written notice to the City of the Claim Event within ten {10} days of receipt of the Claim. 6 {ii} Upon receipt of written notice by the City, the parties agree to rr~eet and confer within a reasonable time, not to exceed ten (l0) business days regarding the basis and legal grounds associated with the Claim. (iii) The parties shall discuss whether or not the Claim is eligible for submission and coverage by the Contractor's insurance policies applicable to the operations and management of the Premises. If such Claim is eligible far submission and coverage, Contractor shall submit the claim to Contractor's insurance company for consideration and payment under the policy. If such Claim is ineligible far submission and coverage by an applicable insurance policy, City agrees to reimburse Contractor for any and ail allowed Claim Expenses from a funded reserve account ("Reserve Account") held by the City for the beneft of Contractor far this purpose and specifically associated solely with this Agreement. Should the balance of the Reserve Account be less than the minimum agreed upon level at any time during the term hereof and for a period of two years thereafter, City shall promptly increase the Reserve Account so that the minimum balance in the Reserve Account shall at all times be equal to the minimum agreed upon level, provided that sufficient funds have been appropriated by the City for this purpose. (iv} Upon the effective date of this Agreement, City shall set up a Reserve Account, in the amount agreed upon by City and Contractor for risk management purposes related to the Agreement, to be utilized for paying Claim Expenses for Claims deemed ineligible for submission and coverage by any applicable insurance policy ar rejected by the applicable insurance carrier. (v) The parties shall meet and confer, on ar about December 1st each year during the term of this Agreement, to determine if the Reserve Account should be increased or decreased. Any agreed upon change in the annual amount of the Reserve Account will become effective upon the anniversary date of the term of this Agreement or upon the implementation of Contractor's next operational budget for the Premises, whichever is later, The provisions of this Section shall survive the termination or earlier expiration of this Agreement for a period of two years. ARTICLE V11 GENERAI, TERMS AND CONDITIONS 7.1 Coxn~liance with Law. Each party shall comply with all federal, state and local laws, ordinances, rules, regulations and judicial orders (collectively, "Laws") applicable to the performance of its obligations under this Agreement. 7.2 Confidentiality. , ~h~ ~Z-r~~e5 c~r~-l~ta~t ccx-~i,+~ ~'' L~-szx~~''s ~l~rr~i~ W1~tn n~'~~"~1~ ~io~`~icm Dr ~~ O'~'1'~1~15 I~Ye*eh~n~'- ~I, rf rnar4~ c~ a.1 +~y e~n~--°~-u~e~ ae,-~~r~c~e.. ~x~- ~,r be,o~ Q. 1e~ry ~iYle~, ~elnnr~ ~tY1~i ~ aC EemrtarYll~. {''c~erc.~a ~~~ari~o~Y1d wt~~ ~pe~Y o~ ~ ,~ ~ C~ ,~'1Yi ~ C~e~(YIYY~-!~ ~m~+~~n unc~~r ~ahar~ 5.110 o~~l~re.~ - 1i~ ~i-~~-r--, C.iv,,~e-r' ?~,~~x~ ~de~mrv-ev~` C~e., ti°F eoc]~ , cx>~~ee~- ~ s ecxr ~ ~k~ ~ - -t-r~- aS.pm ricta.r'y ~vc~a~rr,r•de~, `~~;rs~'~~.lc~..h~-b~- Y+~d~~ u,t~te-~ o-~~ P~ i c.. ~ a Y~~e~' ~ ~ !c~e~-ved.-~or' -}~•~e. ~ n~rma`~~+` a--~,, -1~1~ t~u~}` ~ ~«~x'r~~ N•~s •a.c-'ins r..:... ~v•~r rr T~~•..,. s vc.r rCa ~+`i svs v- t..vti.~.. •,. u..-.~s~.+r v ter ~~ mac. o'~ ~ Act ~~ cG~d^y w i I IA ~w i•'Eh~i,~1d -dine ih~r t-~I ~ i_a~. ~'r~rr.~~ _,e1, ~ ior, _ ~ 3 ~ w E vee~ia~, 55at,'30~a a~-the ~~ •{~I.V~+d~ Gt~f "~'1c. ~.f~K ~YT~.YC~-~5 ~S1'p~,1Mt's~.1 ~~v.~. ~Ftic.C`r~l wli ~1 ~ml~r ~~ ~ i n~rm~d~ .~f~4~ ~ c~ ~ ~, -~-I~ _ ~ CS`~nerrc~-1, `inc. ~~cxrns~ ~-~-~s ,~+~rra~h 7•~• ~a ~ ~ir~fiY~ -h-fier~+it~ ~hts A~m~ 7.3 Ass~nmen~. This Agreement shall not be assignable by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party's interest shall be assignable (i) through merger, consolidation, reorganization, sale or transfer of substantially all of its assets and (ii) to an Affiliate, provided that (a} there is no essential change in the application of the terms and conditions of this Agreement as they affect the non-assigning party, (b) there is no increas a to the liability and/or responsibility of the non-assigning party, and {c) the assigning party remains liable for the performance of its obligations under this Agreement and the assignee agrees to be liable for performance of all obligations required under the Agreement. The term "Affiliate" shall mean and refer to any person or entity controlling, controlled by, or under common control with another such person or entity. 7.4 Attornevs' Fees. In the event that any action or proceeding is brought to enforce any teraa, covenant or condition of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, court costs and related expenses ~•~ prpyy~ ~I L+Dt,uC'~ arz~x'~ 7.5 Notice. Any notice or connnunication requited or permitted. to be given hereunder shall be in writing and served personally, delivered by courier or sent by United States certified mail, postage prepaid with return receipt requested, addressed to the other party as follows: To Corpus Christi International Airport: Corpus Christi International Airport Attention: Airport Director 1000 International Drive Corpus Christi, TX 78406 To Express Airport Services, LLC: Express Airport Services Attention: Vice President and General Counsel 700 North Sam Houston Parkway West Houston, TX 77067 and/or to such other persons or places as either of the parties may hereafter designate in writing. All such notices shall be effective two (2) U.S. Postal Service working days after the date such notice is deposited with the U.S. Postal Service if delivered by certified mail, and otherwise upon receipt. 7.6 Farce Majeure. Neither Contractor nor City shall be liable for failure to perform its respective obligations under this Agreement when such failure is caused by fire, explosion, flood, act of God, civil disorder ar disturbance, strikes, vandalism, war, riot, sabotage, extreme weather or energy related closings, enforcement of governmental rules or regulations, ,beyond the reasonable control of such party, or for real or personal property destroyed or damaged due to such causes. The party claiming farce majeure shall, within three (3) calendar days from the beginning of such delay, notify the other party in writing of the cause of delay. If the condition continues for snore than thirty (30) continuous days, Contractor or City may terminate immediately, without breaching or incurring any penalty or fee under this Agreement upon giving written notice of termination to the other. 7.7 struction and Effect. A waiver of any failure to perform under the Agreement shall neither be construed as nor constitute a waiver of any subsequent failure. The article and section headings used herein are used solely for convenience and shall not be deemed to limit the subject of the articles and sections or be considered in their interpretation. Any exhibits referred to herein are made a part of the Agreement by reference, provided that in the event of a conflict between the terms of such exhibit ar any other document incorporated herein, and the tezxr-s of this Agreement, the terms of the Agreement shall govern. 7.8 Amendments to A reernent All provisions of the Agreement shall. remain in effect throughout the tern thereof unless the parties agree, in a written document signed by bath parties, to amend, add or delete any provision of this Agreement. The Agreement contains all agreements of the parties with respect to matters covered herein, superseding any prior agreements and may not be changed other than by an agreement in writing signed by the parties hereto. 7.9 Terms and Conditions. A11 provisions of the Agreement are subject to compliance with all FAA grant assurances and adopted airport minimum standards as may be amended from time to time. 7.10 ~ovemixig Law. This Agreement, and all of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement or the transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Texas without reference to conflict of laws principles. 7.11 Counterparts. This Agreement may be executed by the parties in any number of counterparts, each of which will be deemed an original instrument, but all of which together will constitute but one and the same agreement. 7.12 Nan-Exclusive Agreement. Contractor specifically understands and agrees that nothing contained in the Agreement shall be construed as granting or authorizing the granting of an exclusive right within the meaning of 49 U.S.C. § 47103{e) and § 47107{a){4). 7.13 Subarcfin~.tion to Other Agreements. This Agreement is subordinate to the City's obligations to the federal government under existing and future agreements for federal aid for the development and maintenance of the Airport. City shall reimburse Contractor for all reasonable costs and expenses associated with Contractor complying with any such agreements of the federal governrnent,~ ~~~~. 1~n o~Vaa't~'~_ lpy `~ ' 7 ~~, -}~' arm [Signature page follows] 9 EXECUTED in triplicate originals as of the Effective Date. CITY; City of Corpus Christi By: Name: Title: CONTRACTOR: Express Airport Services, LLC By; Name: ~+/,3,~ ~ r ~ Lt-t i i Title: ~Hte~~ ~/.~/A~/~~1~ _._,a~~=r~ A as to form. ~~~ ~. ~ ~ ~~ ~; ~~: li eth R. un ey ~~ As ' ant City AttomeY For City Attorney IO Exhibit A Scope of Services Services, Management, azxd Operations Plan 1) Management a. General Manager (GM) EAS- the GM for EAS will be responsible for the overall management of the contract on a local basis. The GM will be responsible for the overall direction of the employee and contract services staff and for administering the contract with City. The GM will be responsible for obtaining EAS corporate support in the areas of finance and bookkeeping, legal, human resources, operations management and insurance. The GM will prepare and submit all required reports and for interacting with the Director of Aviation as outlined among the parties. All employees will be selected and terminated with the GM approval. The GM will solicit support from EAS in the solicitation and award of subcontractors and entering into subcontract terms. The GM will have ultimate responsibility for ensuring all employees and subcontractors are properly trained and co3nply with all applicable rates and regulation of the Airport, the FAA, DHS, and other entities regulating the operating on the Airport., The GM will be responsible for ensuring that the operation is staffed properly and adjust staffing as agreed to with the Airport Liaison. The GM -will be available after hours or make provisions for other managerial coverage to respond to issues and customer needs. The GM will be the Iocal contact for interaction with customers and soliciting feedback from regular customers. b. Supervisor, Operations- This position will have the direct responsibility for the day to day management of the operations staff and subcontractors. The Supervisor will coordinate work schedules with the other Supervisor position and the GM to provide onsite coverage during normal working hours and be available after hours to respond to issues and customer service needs. The Supervisor will ensure that employees and subcontractors are perfornvng according to the agreed to standards and correcting deficiencies. This position will be responsible for maintaining all human resources records. c. Supervisor, Administration- This position will be primarily responsible for all of the back off ce procedures including but not limited to: bookkeeping, accounts payable, accounts receivable, record keeping, payroll, inventory control, interfacing with corporate with regard to all accounting matters, and insurance. The Supervisor will develop and provide all activity reports and the monthly operational financial statement. 2) Staffing- The staffing level for the operation will be developed in order to maximize the opportunity to achieve the monthly financial performance as adopted in the approved budget. The hours of operation will be determined ~ Exhibit A 'tn acre. ~ i-l~1~ ~~ i niYhU,rh ~ta~vrck~.rds . ~e~ ' .The operation will use a mix of full time and part time staff in order to control costs and manage resources to respond to the fluctuating nature of the operation. All staff will be cross trained so as to provide for redundancy in the performing of specified duties. The following non- management positions are projected to be provided with EAS staff: a. Customer service agents b. Front desk c. Fuelers Efforts to recruit locally for these positions will be made. EAS will have the sole right to determine all employees hired. 3) Services- The following services shall be performed as part of this contract either by EAS employees or under an authorized sub-contractor arrangement: a, Aircraft fueling and ail dispensing b. Aircraft parking, tie-down, and hangar storage services c. Radio and instrument service d. Ground services e. EAA coordination t: Other services as agreed to between the City and EAS g. ~rvi cep ~N" t'cc~ hex" the YYCt v+~rnu+~. ~x'ds. The City will be the owner and operator of the fuel farm(s) and maintain responsibility for its operation and maintenance unless otherwise agreed in writing by the City and EAS, 4} Facility ~e~se-_#he City will provide to EAS all facilities required to conduct th~ work included in the contract ,EAS will execute a use form and the ~ will remain in effect through the Tenn, of the Agreement. The City will assume all responsibility associated with utilities, major building maintenance and repairs. ~ttt,~ Any infrastructure repairs that may directly impact saf~~~b-~oa~ r~i~ b~the ~~~ar~S City within twenty-four hours of written notification~^ z l e respo z e oz G' performing daily general maintenance and janitorial services with on staff ~~ employees. Daily service shall include but not be limited to cleaning of all flooring surfaces, washing walls when needed, removal of trash to the designated location, replacing lamps, window washing, maintenance of grounds, snow and ice removal of all public sidewalks adjacent to the facility, and maintenance and ' replenishment of customer amenities. EAS shall not be liable for any facility or land pre-existing conditions. The City will perform an environmental and structural baseline analysis and provide it to EAS prior to occupancy. 5) Equipment lease-~s~ Operating Agreement- the City will provide all equipment as identified in Exhibit C, as may be modified froze time to time, required to operate the FBO. The City and EAS will enter into an Equipment ~ Operating Agreement for the use by EAS of City owned assets. The agreement will defzne training and liability provisions and shall remain in effect through the 2 Exhibit A Term of the Agreement. EAS shall maintain City owned equipment as identified in Exhibit C. EAS and City shall cooperate to determine equipment requirements for the operation, 6) - When a service being conducted is appropriate to operate independently due to liability issues or for other reasons as defined by the City, the direct service operator will contract with the City through a s~lease agreement with the City. The ~blease will be structured such that the City and EAS will be relieved of any liability in the operation of the service.ase rates will be established by the City and aid directly to the City. A percentage of sales concession fee will be paid by the ~ tee' to the City at a rate to be negotiated based on the nature of the service. EAS will not be due any compensation for any such lease arrangements. 7) Overhead and Profit- the City will reimburse EAS for all direct expenses associated with performance of this contract. For all direct expenses, EAS will apply a five percent (5%) overhead factor for all eligible expenses which is due EAS. The City shall pay EAS a profit margin of nine percent (9%} on the actual cost for all direct expenses (excluding insurance). Attached as Schedule l of Exhibit A is an illustrative example of the calculation as outlined. EAS will provide annual budgets in the format identified by the City and submit annually according to the City schedule for approval. The City agrees to pay to EAS a Minimum Annual Guarantee (MAG) of SIXTY-THOUSAND AND 00/100 Dollars $60 000 annually, or the actual calculation of overhead and profit, whichever is greater. Under this provision, EAS is solely responsible for the EAS portion of the insurance deductible as outlined in Article 23. 8) Reimbursable Expenses a. Reimbursable expenses to which overhead and profit factors will be applied shall include but not be limited to the following: i. Salaries and wages ii. Benef is iii. Employee incentive programs (if applicable) iv. Uniforms v. Permits and fees vi. Local travel for business purposes vii. Amenities purchased for customer service viii. Supplies ix. Products such as oil, lubricants, etc. purchased by EAS and used in the operation and for resale x. Parts for resale purchased by EAS xi. Office equipment purchased by EAS xii. Training xiii. Budgeted Direct travel for corporate oversight xiv. Meals and lodging for approved travel (amount to be determined based on the location and nature of the travel} Exhibit A xv. Parking for business meetings off site xvi. Local transportation for authorized travel (ex: taxis, shuttles, rental cars, etc.) xvii. Other items as agreed to with the City -fir C'.o~pus Chrt~l-- ~ loc-~c~. ortilr b. Reimbursable expenses that w }Iuiclude the overhead factor only: i. Insurance premiums (Overhead reimbursement shall be capped at 5% of the first yeax premium value and annual reimbursement thereafter for the Term of the Agreement will the lesser of 5% of the annual premium or the first year cap) ii. Software purchased for the onsite operation iii. Subcontracts for the provision of base FBO services {ex: GSE mechanic, A&P mechanic, etc.) iv. Maintenance of City owned FBO equipment. v. Other contracts or services that are administered by EAS as agreed to by the City Expenses far which neither overhead nor profit will be remitted: i. Produc s rovided by customers and inventoried by the FBO ii. Direct to the City iii. Fuel for resale ' Wt-~1 iv. Reimbursement for budgeted direct expenses associated staff reduction casts v. Sales and use taxes as identified in Section 5:4 of the Airport Services Agreement. 9) Startup Casts- the City shall reimburse EAS for all startup costs associated with implementing the contract consistent with the categories identified in Section 8. All projected startup casts will be estimated and included in a projected start up budget to be submitted to the City for review and approval prior to being eligible for reimbursement. All startup costs will require documentation of actual costs incurred. Eligible startup Costs will include but be limited to, travel, training, management, recruiting expenses, background checks, bodging, purchase of supplies and incidentals, advertising and other associated expenses. i 0) Budgets- At Ieast thirty (30) days prior to the startup, a detailed staffing plan and annual line-item operating budget in a form to be determined by the City will be agreed to by both parties. By February 15 of each year thereafter, EAS will subrnit an estimated operating budget for the budget components for which EAS is responsible for in accordance with this Exhibit for the next fiscal year (August 1 through July 31}which will be used as the basis to determine reimbursable costs far inclusion to the City's budgeting process with a final budget to be approved by July 1. All final budget decisions made by the City will be accepted and admuustered in good faith by EAS. The annual baseline target budgeted return will include projected revenues and expenses for services performed by EAS under Article 3 (including overhead and prof t as outlined in Article 8 for services performed). The 4 Exhibit A annual baseline target shall also include all City revenues and expenses that relate to the FBO operations as outlined in Article 11. The budget will also include discounting recommendations for contract and volume purchasers. The pricing schedule shall identify all elements of direct and indirect costs and shall be competitively priced. EAS will adjust cost and prices at the direction of the City. When staff is reduced, severance, unemployment insurance, or pay period overlap charges which shall be reimbursable in accordance with the categories identified in Article 8 above. I1) EAS Incentives- the City and EAS are motivated to exceed the annual baseline budgeted target return. In order to accomplish that goal, the City will provide incentive payments to EAS for exceeding the goals regardless of whether it is through increased revenue, decreased expenses, or the expansion of scope of the services. The incentive plan will be based on the following: a. Up to the annual baseline budgeted targeted return of $3DD,000.00 ~- no incentive due. b. Budgeted return to an increase of $300,D0~.0~ - $600,001 AO in excess of budget a 10% payment of the incremental increase. c. Budgeted return to an increase from $600,DD1.0~ -,- ~1 OOO,OOI.OD 20% a payment of the incremental increase. d. Budgeted return to an increase in excess of i ODD 001.0 a 30% payment of the incremental increase. Fifty percent (50%) of the estimated incentive payments will be made by the City after the close of the fiscal year and the remaining fifty percent {50%) will be paid following completion of the annual auditlprogram review for the fiscal year completed as determined by the City in the ordinary course of business. Attached as Schedule 2 of Exhibit A is an illustrative example of the calculation on which the EAS incentive will be based. 12) Payments- EAS will submit to the City invoices including proper documentation on the 5~ of the month for payment on or before the 15a' of the month and by the 2Qa' of each month with payments on. or before the last day of the month. Records for all personnel costs must be included for hours worked. Supporting documentation for all reimbursable expenses must be included unless prior approval is granted by the City. 13) Subcontracting under EAS- If the services being performed are more economically provided by a competent third party subcontractor who shall perform the same or higher Ievel of service, EAS may subcontract for such services subject to prior approval of the City. If asub-contract arrangement is utilized, EAS will only invoice the City far any time or services for which there is revenue being generated. Customer pricing of all sub-contractor services must be 8 9 ! 9 Exhibit A in excess of cost and must require approval of the City. For all sub-contractor work, the execution of approved contracts, invoicing, and payment will be the responsibility of EAS. EAS will be due overhead only in accordance with the categories identif ed in Article S identified above. A11 authorized subcontractors shall possess all necessary current licenses, certificates, or permits to perform the subcontracted services. 14) Purchasing Authority- EAS will be authorized to enter into contracts for the provisioning of budgeted services, goods, and labor required to complete the services outlined in Article 3. EAS will have contracting authority, without the prior consent of the Director of Aviation or authorized designee, to procure individual budgeted expenditures up to $14,040.- I'~iS 15) Fuel Purchased by City fox Resale- EAS will be responsible for the ordering; inventory management, reporting, and reconciliation; and dispensation of all fuel purchased by the City. Payment for fuel ordered by EAS on behalf of the City shall be paid directly by the City. Any shortages of City fuel inventories shall be the responsibility of EAS. The City will be responsible for acquiring and maintaining the fuel purchase contracts for fuel purchased from the fuel providers. 16) Fuel Purchased by Airlines and Stored at City Fuel Farm- For fuel purchased by airlines and provided to the FBO for storage and dispensing, EAS will execute the in-to-plane fueling agreement with the airline at a rate to be determined by the City. The City will retain all in-to-plane fees received from the airlines. 17) Accounting System- EAS will operate the Total FBO accounting system for the processing of all non-personnel related activity. All reports required by the City will be generated from information contained in the Total FBO software program. 18) Parts- EAS will maintain any customer provided parts and store in a secure space. Parts will be made available upon notice from the customer. EAS will order all customer parts required to maintain and repair customeryand bill the parts back to the customer through the Total FBO system. 01~r'C~- 19) Consumer Supplies- Consumable consumer supplies such as oil and lubricants will be ordered, paid for, and maintained by EAS. Usage of any such consumables in the operation of the business will be reported regularly and invoiced to customers where appropriate. 24} Cash Management and Banking- The City will establish a bank account solely for the contractors deposits. Total daily collections shall be deposited on a daily basis and be supported by the receipt and accounting retards of the Contractor. A reconciliation of all activity will be provided monthly or upon request by the City. 21} Website and Marketing- The City will develop a web site linked to the ATW web site that promotes the operation of the City owned and managed FBO and shall 6 '~ ' a Exhibit A maintain the site to the standards as deternnined by the City. EAS will provide information upon request to be ixacluded on the web site. The City will develop a comprehensive marketing program for the development and expansion of awareness of the FBO. EAS will cooperate with the City in implementing the marketing strategy and plan as defined by the City. 22) The City, as FBO owner, shall provide or assist EAS in acquiring any and all state, city and/or City registrations, licenses, or permits required for the operation of the FBO. 23) Insurance Deductibles- City and EAS will endeavor to acquire the most affordable insurance options. In the event that a claim is made that shall trigger an EAS insurance policy deductible, EAS shall be responsible for up to the initial $S,o00. Above $5,000, EAS and City shall share each incremental dollar on a SO/50 basisa ~h~ `" `~ ~ ~~ In all cases, EAS's maximum deductible contribution shall be no greater than bey~ 3ub~~" $12 500 with the Ci responsible for all rem ' g deductible pa ents~ -~-~ sti.'~~ -c~'~ ~ fay su~'cien-r- ap~'~'~o~c~~ ~ -irrn-~ ~ort-on ~;~~-,~ ~t~a~hc e~d a~s~edule 3 of Exhibit A is an illustrative exam le of th p e calculation of the financial responsibility of insurance deductibles. 24} Pricing- On a regular and on-going basis the Contractor will advise the City as to the recommended pricing for all services provided. Pricing for services provided by the Contractor will be set solely at the discretion of the City. The pricing will be provided in writing to the Contractor and will remain in effect until such time that the Contractor is notified in writing of any changes. 7 SAMPLE 5CHEDULE 1 Example Overhead and Profit Calculations = FBO Contract Overhead and Profit Calculation for Annual Operating Expenses Per Sections 7 ~ 8 of Exhibit A of the Scope of 5ervlces agreement lrect Ex enses for whi h both Overh ad and Profit will be remitted: Salaries and benefits Eligible travel related Supplies Office equipment Training 5#art Up Cast Other items as agreed to with the City of Carpus Christi Total Eligible Direct Expenses Total Direct Expenses Overhead Amount (5%} Total Direct Expenses including Overhead Profit Amount (9%} Subtotal Remittance Due Direct expenses that will include the Overhead factor only: Subcpntrac#s for the provisipn of base 1=B0 services DONE DIRECTLY BY BY EA5 (Examples: G5E mechanic, A&P mechanic, etc.} Software Other items as agreed tp with the City of Corpus Christi Insurance Premiums (Capped at the lesser of 5% of the first years premium or 5% of the current years premium} Total direct expenses that will include the overhead factor only: Total direct expenses tha# will include the pverhead factor only: Overhead Amount (5%) Total Direct Expenses including Overhead Prp#it Amount -NIA Subtotal Remittance Due Example Overhead Profit Remittance Amount EII ibis Eli ibi ~ 500,000 $ ia,ooo $ 15,DD4 $ 2,500 $ 5,D00 $ 25,D00 $ 10,000 $ 567,500 567,500 5% $ 28,375 $ 595,875 9% $ 53,629 $ 649.504 , 25,DOo 15,000 7,500 $ 70,000 $ 117,500 117,500 5% $ 5,875 D% $ 123,375 0% $ - S 1Z3 3~ Direct ex en that include NO Overhead or Pr fit factor: Vehicle maintenance and repairs Sales and use faxes Direct expenses associated staff reduction cysts Other items as agreed to with the Cify of Carpus Christi Total direct expenses that will include the overhead factor only: Total Direct Expenses NOT including Overhead pr Profit Overhead Amount -NIA Subtotal Direct Expenses Profit Amount -NIA Subtotal Remittance due To#al Remittance due EA5-Operating Expenses $ 25,DD0 $ 5,D00 $ 25,000 $ 10A00 $ 65,000 65,OOD D% $ - $ 65,OOD 0% $ - ~ 65.ovv 750 D00 34 250 53,629 $ 837.879 _$ 8378879 Ex enses Incurred and Paid b Directl Co us Christi In emaional Air ort rela#in to FBO o erations that are No art of EA5 c ntract. These ex enses ma include but not be limited to the followin MarfcetinglAdvertising Depreciation on City owned assets Fuel for resale and for operations Utilities Interest on Debt Administration (5% of airport administration salaries and fringes plus full costs of staff direr#ly associated with FBO operations} Other direct FSO related expenses SAMPLE SCHEDULE2 Example Budgets, Baseline Target and Incentives Calculation FBO Budget (ALL FBO SERVICE REVENUES ARE REGORDI"D DIRECTLY BY CITY OF CORPUS OHRISTI ANb Budget COLLEGTED 13Y EAS) Amount RR vp~en~es Gity of Corpus Christi Reimbursements for Direct expenses $ 750,OOD City of Corpus Christi Reimbursements far Overhead and Profit $ 87,87.9 Total Net Revenues $ 837,879 t:xgens~s Salaries and benefits $ 540,000 Eligible travel related ~ 10040 Supplies $ 15,OOD Office equipment $ 2,5D6 Training $ 5,000 Start Up Casts $ 25,D00 Other items agreed to by the Gity of Corpus Christi with Overhead and Profit $ t 0,000 Subcontracts for the prevision of base FBO services DONE DIRECTLY BY EAS (Examples: G5E $ 25,040 mechanic, A&P mechanic, etc.) Software $ 15,000 Other items as agreed to with the County wish Overhead only $ 7,500 Insurance Premiums $ 70,000 Vehicle maintenance and repairs $ 25,000 Sales and Use taxes $ 5,000 Direct expenses relating to staff reductions $ 25,000 Other items as agreed tc with the County with NO Overhead or Profrt $ 10,000 Total Reimburseabla Items 750,D Net Income $ 57,879 Accounts NOT Corpus Christi FBO Budaet [Financial Reogrting 8asisl Accounts Subject tg Total (Based on Generally Accepted Accounting Principles? Subject To Incentives Calculation of F~tampte A -Baseline Target = $300,1100 Incentive Example: Flight Airport F13O ve ues Various revenueslsales $ 1,504,284 $ 254,000 $ 1,754,284 Fuel Sales (Profit on Fuel Sales included in above line Item} $ 750,000 $ $ 756,000 Total Revenues $ 2,254,284 $ 250,040 $ 2,5D4,284 Expenses FBO Contract Payments -Direct Expense Reimbursmemts $ 750,000 $ - $ 750,000 FPO Gontract Payments -Overhead and Profit {IncanGve payments not included here) $ 87,879 $ $ 87,879 Subtotal FBO contractor payments $ 837,879 $ - $ 837,879 Othercantractorpayments $ - $ 190,000 $ 190,000 MarlcetinglAdvertising $ 50,000 $ 5,000 $ 55,000 Depreciation on City owned assets $ 57,500 $ - $ 57,500 Fuel for resale $ 750,000 $ - $ 750,000 Utilities $ 200,ODD $ 5,004 $ 205,000 Interest an Debt $ 50,040 $ - $ 50,OOD Administration $ 25,000 $ - $ 25,0{]0 Other direct F9O related expenses $ 10,006 $ 5,000 $ 15,000 Total Airport Expenses $ 1,980,378 $ 205,000 $ 2,185,379 Subtotal Net Income $ 273,905 $ 45,000 ~~ $ 318,905 Less: Contractor Incentive Pavments Examples - $300,p00 @ 0°!°, $ _ $ _ ~ _ next $300,001 to $600,000 @ f 0% & $ - $ _ $ _ next $600,001 to $1,OOO,ODO sr 24% & $ - $ _ $ _ over $1,00,001 @ 30% $ $ $ _ Total Contractor Incentives - $ - $ $ Carpus Chrtstl InE'1 Income $$ 2~73,9D5 $ 45,000 $ 318,905 m~ tl.i 8 i 0 ` i SAMPLE SCI~IEDUI.E 3 Illustration of Insurance Deductible Coverage for Exhibit A Example A: Deductible of $15,000 per Claim First $5,000 (EAS Responsibility) Next $S,OOfl (split 50150) Next $5,000 (City of Corpus Christi Responsibility} Total Example B: Deductible of $25,000 per Claim First $5,000 (EA5 Responsibility) Next $15,000 (split 50150) Next $5,000 (City of Corpus Christi Responsibility) Total Example C: Deductible ofi $40,000 per Ciaim First $5,000 (EAS Responsibility) Next $15,000 (split 50150) Remainder (City of Corpus Christi Responsibiiity) Total 9 EAS City of Total r $ 5,000 $ - $ 5,000 $ 2,500 $ 2,500 $ 5,000 $ - $ 5,aflo $ 5,000 $ 7,500 $ 7,50fl $ 15,o0fl EAS C 'Y of Total $ 5,000 $ - $ 5,000 $ 7,500 $ 7,5fl0 $ 15,000 $ . ,. -' _-$ _ .5,000 $ 5,000 $ 12,500 $ 12,500 $ 25,000 ~`S City of Total Cor s $ 5,000 $0 $ 5,000 $ 7,500 $ 7,500 $ 15,000 - $ 20,000 $ 20,000 $ 12,500 $ 27,500 $ 40,000 Maximum ,as ~; • z 0 V o U a ~ ~ ~ ` . e $ m ~ .z = t i `~t0 w c ta. `^~ ~ ~ ~ u~ H~~~~ ~..y Q r Vj N ~~ O A~ ~Q~ ~a z ~~.~~~ N >~ „ ~~ ~~ ~~ `~ u ~ ~ W ~ z: ~. ~ ;~ ~ 1~'G~l-OF2 TOTAL - 4,68 SF NC?TES: ~; f {'t 8 C~(~RPL`~S CHI~IST'I I~T~~~R~a~~TIC7~1~L ~IRI'~~tT ALL EXTERIOR WALLS ARE MI:ASI#RED FROM THE INTERIOR OF THE WALL TO THE WALL a CENTERLINE. 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