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Agenda Packet City Council - 11/30/2010 (SP)
AGENDA Special City Council Meeting City Hall-Council Chambers 1201 Leopard Street Novemper 30, 2010 10:00 A.M. A. Mayor Adame to call meeting to order S. Invocation C. Pledge of Allegiance to the Flag of the United States D. City Secretary Armando Chapa to call the roll of the required Charter Officers Mayor doe Adame Mayor Pro Tem Mark Scott Council Members: Chris Adler Larry Elizondo, Sr Kevin Kieschnick PrisciIla Leal Sohn Marez Nelda Martinez E. Executive Session: City Manager Angel Escobar City Attorney Carlos Valdez City Secretary Armando Chapa 1. Executive Session under Texas Government Code 551.074 Personnel Matters to deliberate the appointment of a City Council Member with possible discussion and action in open session. 2. Executive session under Texas Government Code Section SS1A71 regarding Friends of the Coliseum vs. City of Corpus Christi, Texas Cause No.10-000769, in the 250t~ District Court, Travis County, with possible discussion and action in open session. F. Regular Asenda: 3. 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 Airport for expenditures necessary to operate the facility; changing the FY 2010-2011 Operating Budget adapted 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 a five {5) year aviation fuel supply agreement with The Hiller Group, Inc. to support flight operations associated with Corpus Christi International Airport West FBO. 4. Motion authorizing the City Manager, or his designee, to execute a five (5) year lease- purchaseagreement with Fortbrand Services, Inc. for Aviation ground support equipment to support Corpus Christi International Airport West FBO ground support activities. 5'. Motion authorizing the City Manager, or his designee, to execute a five (5) year Fixed Base Operator Management Services agreement with one three-year option with Express Airport Services, LLC (EAS) for labor and services of the West Fixed Base Operator (FBO) operations. G. Public Comment H. Adjournment Posting Statement: This agenda was posted on the City's off cial bulletin board at the front entrance to City Hall, 1201 Leopard Street, at ~~ ~ a.m.~ on Novembero2~, 201.0. Armando Chapa City Secretary CITY COUNCIL ATTACHMENT #3 AGENI]A MEMClRANDUNI AGENDA ITEM: City Council Action Dafie: 7 v 10 A) Appropriating $1,130,029,00 in the No. 4810 Aviation Fund from anticipated revenues to be received from the West Fixed Base Operation at the Carpus Chris#i international Airport far expenditures necessary to operate the facility; changing the FY 2010-209'! Operating Budget adopted by Ordinance No. 028883 by incredsing revenues and appropriations by $9,930,021,x0 each; and declaring an emergency. - - B) Motion Authorizing the City Manager, ar designee, ~ to execute a five (5) year aviation iuei supply agreement with The Hiller Group, inc. to support flight operations associat®d with Corpus Ghristi International Airport West FBO. ISSUE: The City of Corpus Christi, Department of Aviation requested a proposal from, The Hiller Group Inc., who is currently the fuel provider for the West FBO. RetaiNng the current fuel provider is in the best interest of the West FBO tenants and the airport; it will facilitate a searn_iess transition between the new FB0 Management Firm and the current 1=80 operator. Pl4EViDUS COUNCIL ACTlQN: NIA CONCLUSIpN AND RECpNIMENDATION: Approval of the contract as presented Fred Segundo Director of Avlatinn freds~cctexas.com 361.28,0171 x121B Attachments FUEL SUPPLY AGREEMENT BACKGROUND fNFORMA710N The current Fixed Based opera#or {FBO} agreement with Atlantic Aviation, the current FBO opera#or, wil! expire on January 14, 2011 and under the provisions of the current agreement the existing West FBO aviation fuel facili#ies will revert back to the City of Corpus Christi. The existing West FBO fuel facilities include: - Two (2} -12,4x0 gallon JetA Tanks - One {1) -10,OQ0 gallon AV Gas - One (1} -x00 gallon unleaded - Twa (2) w 100 gallon dieseVmobile unit The Hiller Group, inc. is a national supplier of branded aviation fuels and products -Jet A and Avgas 100LL ~ with over twenty flue (25) years experience in branded aviation fuels and employs forty {40) foil time personnel devoted exclusively to aviation. The Hiller Group supplies over 500 FBOs, regional distributors, flight schools and corporate flight departments throughout the United States. The miller Group can provide consultation and assistance in the following areas: - Turnkey Fuel Farm Tanks - FBO Training and Marketing Programs - Remote tank monitoring for reordering and inventory management - Refueler equipment, lease and maintenance - Quality Assurance and RATA Safety ~St Line Service Training - 1N®bsite Reference Library for related avia#ion fuel articles - Monthly market.email-updates and quarterly newsletters related to aviation fuel The Hiller Group, Inc. will continue to provide fuel to the West FBO Under the Chevron brand which is currently the branded fuel being provided to tl~e West FBO by Atlantic Aviation. Chev~n :~ E{illPr 2QC7 ~$ N4[eC FOR] ~r: . _ ::~ ~~ ~ : . - . __~s ~' PeQ~lex .Pac$n~rsh~p anr~ ParFnr~n~~~e ~~~~ ~~ ~~~~ ~u~~ ~~~~~~!` N~tiQnt++ride ~- a iev~ ~peci~ii~ed aviation. marketers.: The l~il~ler ~:roup, Irrc, is r~atior~ai aviation. dis~ributar that pr~wides competitive advantages ena~biinc~ re#i~ners. tQ ~~hi~~ie Strategic ob,~ectives. a The ~Hilie~ Gror~p, Inc, is a farrti•ly business, started In 197, ar~d is among. the Tap 150 privately held cvrp©rations in Florida. .Flexible programs and services such as technology enhancements, equipment leases and rental programs, custa~n marketing plans, and pricing. ~eapEe, Par#ners~rip anti P~rfarmance ~~':; ~~ is r ~~C 2~ @{(CQ ~l V~~~~~ ~J1~ L~G~~i4~r.7 V 1~~R 1r F~ff1f Program Services ~ Business Planning a Operatfonaf Reviews ^ Ff30 Centre! CRM Database sa DBta Inkegratipn ~ Marketing Plan bevelogment ~ Hlstorlca! GCR l~port~ ~ Alliance Prcgr~m ^ Training Pr4Qratx~s • Product Ietegrl,Ey • F80 CF><rtornerSarv~ce ^ ~hselfn$ >=yuipmrnt & 6lnancing ra credit Card Data Menagelslent er Custom fie~art 5olutiarrs ^ 1M1Hsbslte C,h Prndutt 5ervlces g One ¢8fl Spllltipfl Platfatm ^ Supply RefiablEfty aE Fisted Prfce Cprrtr8ct5/Forward Contracts ~ MarketTi-ning Infprmatian +^ Sraltd batue/Fyufty ~ Custom Dlspat'ch a4/7 w/caifbacfc Prarnof:fni7 Servlr~ ~1 Irf-hpuse Ad Agency a FlyQuys Rev~tard ftpyalty 15rogram ^ GonFereneeSgonstirshfps ^ Co=Qp ABvertdsfrig P~apl'e, P';'li~teCShip and aRerfalntar:ce -. -_ =`,r ~~,:~~~u~r ~ Pe:vpie, f+artnershlp and Perforri~a~ce i±xhi6i18.~-AiiaritE3tingl`eafs Uasd "A LoY' ar "6omawhat'" by t~eneral~ Aviailon AErp.cFta. Num6ar of Wrparts fiepaiting Airportwebsifa ~d®~~ Pcesa releases Artlries in nrwvspapera armafladn~s Miiii~ Rented markeliny 6rochnr$ Aig~ari econornia impact 6roatlu~a . Magszins Eld:l Advsdf51r1g an Radp N ads ~ , .r~ ._~~, o ~: ia~ ~~ Reafronsms so~:~,~,~ ~r~.survay. Jerre 2c~a Peap#ex iixartr~ersh#p anc# Perforr~iaf<i~e~ :.,;~: _d' .' ~y•~ .'', y~ ~~ ~i' -~. -E, HFEIar I[3a7 I~k~~i~t~~s~~g T~~~~ %idbik 11.1~S~rapwa of AdVarliailtig Tosis. f $au~cg: dSyerLVymarr Peap;~;, Partnership and Perfornitan~e :i ":s:- ;~~ - .y;-: -.z . :~ti ~'~ ~a .,~ti _ •;~ ,; ,4: ^ r.:9.' ;@ ~,i~ Mbar Nlair~eti~ag 7"o~~S ~xhlblt s.6-Aetian Dltrgreat to At1rAa1 Tra-s>aio3~1 PElats. RscrpFE+, ~+airCners~s~ and Pi~rsr~rrxrance C3iN130l1 Fuel Purc~~~~~g G~t~er5 - ~I~Q~ Regear~ch . .:r .. `sl -k' a ;'- - •z=- . , :~,, ~~. -..,:: ;:,,. ~9 IRllcr 71307 • Pr[or~tles cites FB.~ aril pilots as to what crifierla determines whn gets the a~latlon fuel. business. were eery similar. - iwBO a i of Im #i PS.ssa~g~r ~er'1li~e #2 Aifircr~t`t 5e~rice #3 Fuel Cost #4 Re~atianships #5 Personal Rewards • f'VC3TE. There were indications that Brand o~ i~uei was nat an actioinabie element of Inducement to purchase. PauPit, Rartnr~rshiP and Parfarrnance 9ou3ce: KHAiN~p aeiadsl~.iac., and F}~ Wyman ' . C 1i~f#~at i~ th+~ business g+~al? --~ a ^3: a is _ '1l.• _- µb n' H71w i447~ .Yr- y ~{. `ri ,..+;- ,~:_ _ -.-? - - ;;=. =: a;:~ t9 HIIIQr ~6uT ~~up.part, strengthen ar~d maintain the rei~ationsh~ps with current PBC~ ~eaier network ~~ncrease safes b~ attracting. customers ~ovuners/piiots~'d~spatchersJsch~edulers} tv utilise the b.rartdec~ FB~E~s in netuv~rk -~Y. ..:;r. ~~~ain~tain a ~cn~petitive Presence ixe~l~r Partnership and i?er°fnrmanca ~~p;pQ~iir~g a~~~ ~B~3s ~~~v~ ~~e~i" Rusin®~~ a< Team~vrrrit< e i9uildir~g Strang Business relationships swith our FBO network. ifr Training and P~grarn Daveloiament ~~- CustariAer Service Training + l,in~ Safvice & Fire 5ai`ety i'rairitrtg • Produce, Integrity Trainlr~g (~eiriinar, on s[te and web-based) ~~ technology + "Panics & Refueling Equipment + Credit Card Processing - FBO Accounting Systems a Marketing Programs + Alliance Program + Marketing & Co-Cp Advertising • Insurance e Cani'erances ~ Fiyi3uys Reward/ioYaity Program People, Partnersisip ansf Perfq'trnance P~vrn~tin~ ~. ~arke~in~ ~g~~ . l -~; _. Y.;: ~ n~?ec2M7 - ::.:.4 ,:.:.~ :;~M - - ~. 's, ~~:; ~.~ ti . :~: ~s H~Mi 1tlD7 . olrect Ma~rketing ~#rategles ~- Electronic Brocf~tires For Target Marketing . = ~ :- Ci°i3ative ads 1n Industry E!]ubficati~rtts ~tewsletters, custom brochures, pastcai tis, FE~ers r Website t7QV.eloprtient FlyBuye Retnrard Loyalty I'+ragrart3 ~Iliailce Prt~grarn -- Gcistlltract~Diacaivat Duel I~iB~IA Cor~f~r~ace& ~~clieduler ~ Dispatch8rs - r~ii~bursement oi; lap CQ $z,aa(~ fir r~'x~iif?itor b~Oti1 .Anniiai ~oriirentlori - rdifi~ifiurserrtent of half of the cost. $6,~t~E1,1. ~3,.2~i3. co-op Ad~i~tt;sing A~iatio~l Trar~e publications, AccuKwll€, Interrletkdvertising on Avfc~tfl7rl.91t4s, ~I.~pian.eum, A1rin~v~~Qm:r Brochures, N~vusfetters, l3frect i~1~tr etc. Wenpt~r partnersf3ip~iand t;era~armanc~e 11Uho arm vie ~s~~~~~n~ ~~? _rv~::d~i~`= ~o:~~t • Busfhesses why are tPQking~ into PrlEnary relatignslrip is ~ Primary~refatfnnsh[p is investara.wht~ are yy~M the..F6t1. ~ }~ wi#}~, trye F$U » fBQ looking into purchasing and service Is IrnpnrCent service is important , purchasing FtiQs aperating AlrcrirFt relative to the fuel r+tiathre ko the fuel . Industry assnciatlons + Aircraft brand with the fuel brand with the fuel that are valres ~to ~e manufacturers, seippfier serving more supplier serving more nwnprni a~iatinn MRO, airlines doing as an ingredient as an ingredient business w#th brand brand airports acid looking . f,ecida where • Low volume #- "'~~"~°J carparate aircraft requirement but high refuel , prnflt margin + High vaiurne • Dwners 8f ain:rafts requtrementr several (bi-plane} and cart he lets, large tank size, described as weekend high cnnsuntptibn and warriors end Fr"^"f C'r .. ~~ . .. n~rrirrnates fn air Peapte, Partnership and Perfarr na rEC~~ a ry .L '7 °: z~r -::.w. HkHer~Za47 ~onf~~ance I~larketing f'e+a~-~e, Pa~rfers~ip ~xtd Perl~rr~~rrce .r.-._"~ .. ,mod _;k'~; ~yy~.yF,-~r ~~. Ft~WAR~B PRQC$t4¢F~t~~~. s:. .1 rain Hnr~s xgr~ ''? ,~-~ nnnnnaooAu ~.. r.+~t ~grn~rur2uoi ~@Gp~Br ~RC~FtC'PSI'tI~7 ~REi ~@!'fQC1111~911C~ ~a~~c~ting Lroy~lt~ P~rograrns '~~::: .~:, -=:,`: :.: :: ~c: ~rma~ ~vcn ~ Acceptai~ee through F~8C1 Dealer Network ar~d pilot-Fllghk Department community, ~ In~uence decision making behaviors which create repeat visits grid increased sales volumes ~ Vi~ork syr3ergistlcally uvlth the Contract FueiJDiscount Card Fragrarr~s: ~ Be ea~~ to use.,. execute. aRd manage ~ 8e e~fi~cty~ with a, wide va~riefy of.GUStomer types (large and st'n~ll purchases . Pei~pte, ~artnexship and Acrfnr~a.nce A~~7~'~i~ ~~~a~on _. .. a -~~ ~-,`= ^ Custorr~~r/Fil~at ~r~~~ntiv~ Rrogt~arrt - A~lanibic au~rards ~t.~;:. • ApglEes k4 Jet A ~~lea oi~iy .7:ti -~- <`= ~ $S,OQ Certificate f+or every 1~}Q gal€ans purchased °'~~ • Ceriifir=aces redeemed aE Rtbar[tic's An-Lime Mare ~`~ ~~zr _~~ ~ * ~tl Certificates coiieeted ir`t calendar year cart 6e redaert~ed. farAmerican Express bebit Card © Fuel Discount Program - No chain fuel diseoeant program is pubilcaiiy ad~erkised or promoted ,.. D Accepts a limited number of 3~d party Contract ~~el Cards (Av~'uei, Colt, 1Norid) _ .., .: ~' . , _.. t Peppier 3~arrtnership sect Perfarmanre ~ ni~ier20aT S~~n,~tu~~ F~ig~t S~p~~Q~r~ - :~ek :.F, Hl[[~v 29D'F © 58 f_ocetio.ns © i~ust4mer/PNoe~Inc~ntlve Program - 5€gnature ~i:atus Rewards e Preferrgd customer treatment - Sflver, Gold Riatinum,- Reward levels are achieved through "Fre>auency" (the number of aircraft flights a member utilizes at Signature i=BO dFvided by t#te taCai number of aircraft flights that the member makes into an airport at which ~igr~ature operates an F8O) a Quick turns • Preferential parking • PriorEty hangar space ~ #tedused cost on pool cars and or GPfJ start-up +~ Reduced ma€.r-tenanCe Costs D. Fuel t7d5count ProQCam - fd0 chain fuel discount program is publi«:,aUy aa~vertlsed~ ar p~brrid#ed, ni~autt~ed fuel is,.effered io a!I custom,'rts based og a valun;e threshold at particlpating laeatlans. D Accepts a iim.lted ~1um#~er of 3rd patty Cofitract i^uel bards Pa~tsle, Parttsersh#~t arid. ~;erforrrr€ance~ '~ ~~ • ~~ Locations -~::~ • Custv~erJ~ifct Incentive Rrv~rarn -- ~o :'., ~~~~~,: _ pro~ra~i advertised :~~: ..Yi '5', .;' r r. .r ~- -~~=~" ~~: ~ Fue! nis~ount Program -- ~o chain due! ~` discount program is publicaily. advertised oir S ~.~.~ promoted, -_ -- - ~i ~_~~ ~ ~ + AECepts a iimited number o~ 3r~ party Contract - ~' i=uel Cards =~~.::~ ~'~ People, RB~rtnership rend Perforn^r~inc€ ~ i,mo, anon L~~d~ark l~I~uia~it~n Chevron ~~~ 35 Locations .. ~.. ~.~~ ~ • Custamer~'Pilofi Incentive Pro ram - Nv -.;' prpgr-am advertised .:-:: ~ * Fuel Discount Program -~ Na chain 'fuel ~:~'~5 ~= discount pr't~gram is publieall~ ad~rertised or .. ~~~=~~ ~ ~ramote~. _~ .~::° ~ +~ ~cce~ts a I€~nited number of 3rd Ra~Y Contract .-<~~=~ Fuel C~.r ds ~~'~ .. a ;;;~~.a~7~ Pe~~le~ ~artee~sfiffrar~c~ Rerfor~raflce H~~~~r t~r~up N~~~ark - ,~ .;~~~- ~ ; Custamer~Pilai: In~cen.tive Program ~ F(yBuys _ .~ ~- ~ r C.on~r~a.~t FuelJDiscour~t ~?rogram ~- Alliance _ .~ „; `~ pr`~grarn aceepted at Chevron and Te~~caca ~~~~R branded dealers • . _.-a Accepts a l~lrnited number of 3rd party Contract :: ~ ~"~::~:; ~ Fuel Cards :~ ~r~~nr~xnm ~ PBOpi~f Partrler5hip z~nd Petfiai~irlaece ~~~~xry~ Lt~~~l~y Rra~ram ~ Apppes tv )et A and Avgas ~saies ~ Paints are accutnuiated on a per gallon basis. FBO can award uniimlked Bonus points tv encourage up-sales ^ Alliance card doubles pvlnts per gallon ~ Pa1n# to Point QfFer, awards f,0~ bonus points 11: future FBO visiC5 are registered and qualifying FiyBuys purchase Is made Accumulaked points can be redeemed anytime within ~4 months from date earned 4~+iuter 2iln? ::~~ ~~ b Tffiflr 2QQ! ~ 200Q r3oints = $~S,DO Cile~ron/1'exaca gas card accepted at neariir fti,000 grar~ded station ~ aooi7 palms = ~2i~'.fit? Super Certificate, no exp#ratlon. Redeemable at mare than 2(]0 parkicipating -retail stores, restaurants, in€'ieaters, airlines htrtei5 acrd rnflre . ~ PviniMs can be awarded ka pilots. ar flight departments ~ Paints can be ~piii: amang multiple members at time of purchase ~ A.olnts can be pooled and distribute€f to xtntire flight departmel,ts ~Ptsepfe~ F"erMe~rsilip and Perl<8rtrtanGa ~ Repeat business and ~i.psale opport;u.nities driveri~ by awarding pvi~nts int~entives. ~ Advet~tising / awarel'ress campaigns to bdtFi pilots and flight departments to drive usage, ~ t~articipatiori is -~c~l:untary. Clwwtan ~ Internet Gateway or POS options avai(abie, FBO has the option to give bonus points ar run ©rl-site p.romoiions. ~ Hiffer pays for an additional one paint per gal.fon when ~ifiance card is used on qualifying purchase. ® i=BQ has access t+~ on-line account deEaiis. People, ParMership and Perfarntance F~r~e~ ~~~~(r~r Benr~~~#s . . ~~~ ~ Prograr~i is focused on bollding long-term netwark ~~ foyaity with indl~riduaf ~pifvts and fflght departments. . . ;~ ~ Allows supplier ~o build a direct relationship with end- . ~ ~ users. ' ~ A single, consistent program for the entire Chevron network, including bt~th direct antf alliance partner FBUs. ~'r ~ ~.~e ~a~d uS~d at both Gheuran and Te~aeo branded :. sites. .. ;" ~ Ri~o~jrarrr ~is seif~funding with same- net margin - generation, - _ ~ ~ 5ir~pi~ c~p~ra°~i.or~ with. v~ndbr manar~ed ~allectian and ~j~~,J{ ~~.~ redernptlon center ft~r pQ~rrts. ~~xme,~aar--`~ ~$~P~~r Par#itership and F~rfArt~attC.~ ~~+rMU.ano~ People, P.arrnershtp 8rld Perfor~i~nce ~k~Ii~li~ee Prc~g~~~ dilhat its the .Alliance Program? ?k .i .; :=„ =:, ;A i' '~ ~ir~:; .;k :~°~:. :;., ;,: ::;~: ~~. "D H7ie~ 1~itl7 a The Chevron & Texaco Aviation Fuei Card Program, owned and managed by The Hii1er Group a A proprietary charge card, that allows trai~sacti'on processing of Retaii and Contract irue! Sales for Corporate, Genera! and. Commercial operators. a tNhen the FBQ does nit ~~rticip~te fn Contract i=uei, th.e tl-ar~;;action is automatically pr©cessed as a Befall Sale. ~ Ail pat~tici~atirtg Chevron arid, T~~cacd F~Cs ~ce~pt. the Alliance Card. as a ~forn~ of payment, M ~~~~' Pe[raple; PartrterssE~`tp and- P~a~f~Re'~ttanee. ~~~~ Be~efM~s a ~lai-Icetir~g tool and' metltvd of paynner~t for r~atia~al ar~d~ int'ernatipnai fiiight departments ~ Flexi:bie program allows FB(~5 to ~art~ipate ire Retaii ant# Contract Fuel sales rasing ane Charge Card ~ Provides a platform to cQl'rrpete with other aviation supplier fuel programs M ^ Enables FB~]s to secure business from the growing number of Contract Fuel customers ~ Assist the FBO in strategically managing the 8rokar/ReselEer relationshiR ~ Earn extra point in FlyBuys Reward/~oyaity Prog .ram People, Parttlersksip and Perforrnar~~e c~n+, Co~rr~~tr•t~ue ~~nds~.~~se - Brcak~r~R~s~fl~rs :-- ^ FBC can cornpeke with other industry fuel programs -...~; ~ FBD can caranpete with airport~tompetitvrs ::. ~ ®Minirr~ize direct canta•ct with weekly BrvkerJResetier `- request for Contract Fuel pricey and Invoice disputes ~~ ~ ' ~ itemvves accounts receivabte from FBC~ ~~ . ~ eliminates credit card processing fees - _ ~::~ ~ i`ull relmburs~rnei~t to~ FBO for Feet anal t=ees . ~~~i. _ . ®Guara€~teed reiml~urserr~ent for into plane rat+~ ~~, ~e~, te, i~al'lnerst3i and i~erfc~ ylrler a0o'r ~ P t'ilYiEII~E: th41~ ,-' Listed below is~ a sampte of tl~e ~rokersJReseliers~ selling ~~ • _ ~ fuel in the Corporate Aviation Industry. ` _ ~ ~: ; ~ Mang broker/Reseile~ have a~nvtMer primary business such •.~~ ;~ as weather a~ flight planning. They often provide credit tQ ':~ ,_.: :~ com~ariies that .are considered ~tigh risk. >' '~. S . °, :l` ~ Air Routl~g lln~vera~ Weather .. aiid Avlafion Jeppssen Wortd Fuel .. - Service Card Air Routing Wartd f{wet 5ervEae Boeing B~rsEness Con fnternaifnnef Bas~ps ~~Nprvr2d0T~ 'tom iNesterrr Petroleum Bro~e~ & Rese~~er ~u~ck Reference ~is~ ~,. Alflanee R'rb~ram 13rnker & Ra~eller qutck.Aef~rence lFs# 1::%i.y,.• ~i ~;F.~.F4• .-.~ ~.. ~' ~':..~ Ivry ..p.. .. . : ~ ~ /4-r~~ t `• cr s•~ r ~ ~ ~ • lx rac [ [and~.ehl u ' F rrIRWE gpp~•. I 7~ ~ k ~ ! riW a[r! ~, aE Kf' fYN INt M~ T iFMCp M+ v afm L tllC [ IK kia3[®1[• P1~6TOQ[[ O71LL d. a ve 6' .~~.1:: ~ H!SNa Zal}T FeDplc~f Partnership a~~ Perfarrnan~ce I~erk~t~n ~a~~r :~B ~ end the Net~~~k :~ ~~~,~ `' Ohl,#~a,nce Team and #-~i.ller Sa#es Managers are a }~: Ma~retir~g ~r~ fvt~ F ~~~. .~ =~_~. . H~~e is hQw in~e prvrrivte the FBQ Network.. ~~`~ ~ ~ A~tenc~ and spvr~s~r ~r~du~firy Cvnver~t#vns~ _~~~;=; .~~:.. Q~n~erences and Regional ~rou.~s v~ s Personal Visits to Flight Departments _ _~ ~ Phone Calls, Email and Persvnal#~ed Mailings .~ ~`~`° y ~ ~ 6i-m©nthly Cardholder Inwvice Letters - ®1Neek#y Gvntr'act Fuel Price Notices .,_ -~ . ~ ,6 ~ People, Partnership grid Performance T} Hkkrer I `uFi7 ~a>+ic~ng ~~~~p~es . ,A>IrNav ~ric~ng extracted 1iJi~,/~~110 ,~f Pt30 ~Ratail ~~ ~$ i.A9 i' ., . ,.p. . ;. ~ K3iid 7tFE1". ~' • AllantfC #5.75 $7.31 • Sfgnattrre #5.81 $7'.91 • Chevron (iiitlit~ 6 miles From LRS) $fi.62 $5.46 • Chevrsn (VGT 8 mfleS frCn1 LAS) #4.82 $5.p6 ~ aau • iAtlantiC (Texaco) $5.25 ~ $5,l7 • Million Air ;S.lp $5:6i s 5tgnature $5.23 ¢5.9fl • Chevrpe (~1~D 5 miles frafrt k1dU) +~1{.7D $5.23 + Alllprl~e~ at t:~ *#4.Q;54 fVA u {',~~ • AtEantte {~hevrony #,6:34- $x.40 * 5tgt-~ture x'.29 $7.119 • T~xeto ~iV~Yl/ 12 rltifeS MSI~ $ 5A9 $5.44 • Aiffance at N£V!f *#3,S7i• NA •Mtnimum volume upff~r hfgher vpTuirle = 6lggel~ di5tcunt~ Fulf7 la~de~ prfat; fntltrdes~taxesahd fees. Alf sacandary field optfpas have runways of SpAO fg plus~and full servloe~FB(0"s . P'~ap~f Partlfai-s>~iip a~c>N ~arfc3rLrFa~~e 4~ f~ ,C ~uuM~~er PeopE,er Parfnera~,iQ and Perfnrmanc~s Gh4vtve Pr~~r~m~ ~efe~el~r ~qu~~arne~t i;. • {. .=ti -~ iriir~ .::~, .~ F3iVer 2kSti7 ~ R.en~a~ Lease ~~ Lease-P~u~-chase ~- ~ev~ and Used ~aet A. t3pti~r~s: 3,~o0~f s,Q~o; ar~d 7,o0Q~gallan ~ank.siaes ~a~e ava~lab(_e. s~ r+~.V s•1 1QOC1. #~S~ ~ugas Re~~.~i~r i~eopie, Pat~~terahip ar~d ~er#ar~ae~ce CtlYvrgn ~, ~ea~~e~ ParCnersh~p and P~r#ort~ranse _.~; .~~~f.. . h~~_> .`1--" ~;, H71lsr7 'k, ~~.k r. L~'.i'. .: ;. ~ Ni1M~ 7.[ri17 3EQ~0 USG ~e~ Rei'~eler -Single Rear ~cie }4~0~~@~ P~rt~ershlp at~rd ~9i`~9~Ff[tlf1C~ Qh8Y1Qi1 5ft~©(~ USG ]ei:.Refueler ~ Sin le Dear l~lxle . 9 peoplet~ Partners€~Ep and P~tfQrrnance .._---- AVIATION RETAIL FUEL SUPPLY AGREEMENT 'TINS AGREEMENT, made and entered into this date of , by and between The Hiller Group Incorporated, s Florida corgoratien with an office in Tampa, Florida (hereinafter "Seller"), and City of Corpus Christi. (hereinafter "Purchaser's with an offices itt. 1~0 Iuternational l7ri~ Comus Christi TX 78406.; 1. ~E AND iPURCHA9~E {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 "p'ttel") upon the terms and provisions set forth below Purchaser agrees not to resell fuel under any trademark of Seller or wader any trademark confusingly similar tp any trademark of Seller. Fuel shall not be delivered #o Seller's branded locations uAless Seller's permission has been received grior to delivery. 2. TERM (a) This Agreement sltali commence an dan~ry 15,, 2t?11 and remain in effect until ~auuarv 14.2016 unless canceled by either party by the provisions in this Agreement. After the initial term has barn completed, this Agreement shalt 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 ti~ty-day (30} written notice, 3. [TAN (a) The estimated quantities of Fuel far each location wt7l be stated in writing and mutually agreed to by both par#ies. These quantities are used for planning purposes. Estimated Annoal Avgae 1Q4LL:100i0 Q Gallons Estimated Annual Jet A: 00 ~ns 4. uALI (a} At the time of delivery by Seller to Purchaser, turbine fuel shall meet den-current ASTM SpeciScation D-1655 and aviation gasoline shall meetthen-cutregt ASTM Specification D-910. s. nELn~s (a} Seller shall make deliveries at Seller's expense to the deliverypoint(s) (the "FOB Point(s)"} specified by location. Title to and rislS of lass of the Fuel shah pass from Seller to Purchaser at such FQB Point(s). {b) All volumes hereunder which are loaded into transport tracks, regardless of the delivery location, shall be determined by meter at the point of delivery. All vaIumes delivered into pipelino systems shall ba determined by meter at the delivery location. (c} 'The invoiced quantity shall he the volumetric measurements of Fuel as actually loaded and measured at the point anted in (b) above which shall then be corrected for temperature to s 60°F basis in accordaztce withthen-current petroleum correction factors (API Standard 2540 and ASTM Designatioxt D 1250} or at Seller's option, iu 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 iacatio~n 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 the equipment at the appropriate unloading connection. Purchaser shall be responsible far any demurrage charges resulting from unloading delays. (e) All deliveries hereunder shall be made at times mutually agreeable to Purchaser and Seller. 6. P~?,ICE (a) The method for determining the price for Fbel delivered hereunder is indentified in Appendix A. Pricing based on 1 above vohune estimates. 7. IZEYIEW OF SELLER'S PEYtFORMAN E- °' O4+ANT Y YOU D FIX T SE (a} Purchaser may conduct a comprehensirre review of Seller and Seller's performance at any time during the term of this Agreement, and any extensions thereof. PurcIutser shall inform Seller in writing of deficiencies, and Seller shall address each idea#ifed Safety, Quality or Delivery, and each deficiency shall be rectified to Purchaser's satiafactaian within a maximunn of five {5) days, and all other issues within a maximum of thirty (30) days of receipt of such written notification. Purchaser may choose to terminate this Agreement should Seller fail to reasonably address any such identified items. $. TA~+ 5 (a) Purchaser shall provide Seller any applicable tax exemption, certi£cate and/or license applicable to any Fuel purchase prior tv ordering or loading product. Purchaser shall obtain tax nefnnds directly from the taxing authority in the evettk that any applicable tax exemption, certificate and/or license are not provided to SeIIer prior to ordering or loading product. {b) Seller shall, upa~n Purchaser's request, pay such charge underpratest or wathhold payment thereof. Purchaser may, vr, at its request, Seller shall, take any reasonable action that Purchaser elects to contest the validityand/or the amount of any such charge arfd/or to recover past payments thereof; but any such action shall be safely at Purchaser's expense, with counsel chasers by Purchaser. I0. TRADEMAR;{S• (a} Seller grants to Purchaser a nonexclusive, non-transferable light ~ use ffie brands or licensed trademark in connection with the sale of Aviation Fuel at Purchaser FBO. Purchaser w171 eonfarxn to the branding rules ofusage set forth by Seller. Noncvnfarmance to these rules will result in the de brandiing of the Purchaser Ff3Q. ZL. BRANDED PROGRAMS (a) Seller shall extend to Purchaser the current hrattded programs available per Appendix A. These programs are subject to modifca#ion from time to time 12. WARRANTY (a) Seller wasrattta that all Fuel delivered hereunder will comply with the ASTM Specifications. Purchaser expressly ac[~zowlcdges that Sealer i9 a reasller of products and that Seller does not manufactare, store, handle or otherwise come into contact with the products. The methods of testing the pradttcts are published by the American Society for r Testing and Materials {ASTM} as in effect an date of shipment and are the responsibilities of bath the refiner and the Purchaser. Seller transfers to Purchaser any and all warranties made by refiner on jet foal and aviation gasoline to Seller. Seller warrant that it will convey good title to the Products. (b} Where applicable, Purchaser shall keep all refiner and Seiler trademarks bread 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 reCmer and Seller. (c) The foregoing warranties are exclusive and are in lieu of all other warranties, whether implied, oral or written. The warranty of merchantability, in other respects than as set forth herein, and the wamdnty of fitness for particular purpose, in other respects than as expressly set Earth herein, are hereby excluded and disclaimed. 13. CONDITIONS {a) All orders hereunder will be filled with reasonable promptness, but it is mutually agreed that Seller shall not be obligated to furnish goads hereunder, nor ba liable indatnages forfailum to do so, in the event ants afGod, strikes, lockouts, Fires, foreign or dameatic governmental authority, war conditions in this and any foreign country, accident: delays by railwayor ofhermathods of transportation, vraWsr causes beyond Its control, shall render it impossible for Seller to do. 2 15, IN3IJRANCIia (a} Seller shall extend Excess Aviation Liability Insurance as provided fraq~ refiner or other entitles. !6. C~ {a} Purchaser shall give Seller notice of any claims for shortage in quantity within two (2) business days after the relevant' Fuel is delivered, Purchaser shall ie>spect delivered Feel and, wheneverpossible, any equipment used tv make the delivery in order to determine the cause of any shortage in time to notify Salter within the tune specified above. Purchasee's failure to comply with these requirements ahald waive any claims by Purchaser against Seller far shortage. (b) If Purchaser gives notice of defect in quality, Purchaser shall give Seller the opportunity to test the 1~uel in question. If the Fuel is found to have been contaminated while in Seller's custody, Seller shall pay for such test. if the Fuel is found to have been contaminated after it left Seller's custody, Purchaser shaIl pay l?or such test. 16. Cam[ N~LICT RF~OLUTION (a} The interpretation and performance of this Agreement shall be governed by and construed in accordance with the dews of Texas. {b} If any dispute arises from or relates to this Agreea>lent or the termination thereof, prior to resorting to litigation, the parties agree to endeavor in good faith to settle the dispute in an amicable planner by mediation. 17. f,~l(7ALITY ASSURANCE {a) Purchaser reserves the right to task each load of Fuel and, whenever possible, any equipment used to snake the delivery, in order to determine the cause of any defects or shortage prior to acceptance of load. Purchaser shad refuse acceptance of any load, if the tested Fuel does not meet acceptance standards. Purchaser may not be liable for any charges for Fuel that is not accepted by Purchaser. Seller shall replace each non accepted F4ee1 load within twettty- four (24) hears of receipt of non-aviceptance. Purchases may inspect all delivery trucks and all products before said products are accepted into Purchaser's facility. These inspectiana will be for the purpose offending defects irt. quality or quantity prior to acceptance and far detenniniug causes for alleged defects ar variances, Any claim far defect or variance ofproducts delivered hereunder shall be made to Seller within two (2}business days after the products are received and Boller shall be given thn spleen W irespeet said products prior to their use ar transfer. If delivery is made into a carrier provided by Purchaser, such notice and opportunity to inspect shall be given to Purchaser before the producka are moved from the loading point into said carrier. (b} Purchaser shall monitor and sign off on the quantity of Fuel delivered to Purchaser for each delivered Fuel load, at each location. 18. ON TTCEB {a) All notices shall be directed to the parkiea as indicated herein by certified or registered mail, returtz 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 slut properly addressed Any other notice shall be effective when received. 18. A~SiGNABILITY {a) 'fhe terms, conditions and provisions of this Agreement shall extend ta, be binding upon and inure to the benefit of the parties hereto and their respective successors aeud assigns; provided, however, that no assignmeert shall be made without the prier written consent of the other party, which consent shall not be unreasonably withheld. 19. l1+IISt/E .,AN)C S (a) No waiver by either party of any default by the ether party shall be construed as a waiver of any future defaZdts, {b) The headings used in this Agreement are for oouveeuenee only and shall natbe used far flee purpose of eanstruetion ar interpretation. When the eorrtex# so requires, the singular shall include the plural and vice versa, (c) 'This Agreement captains the entire Agreement between the parties and terminates and supersedes all previous communications, repxeaeeatations and contracts between the patties with respect to the subject matter hereof. 'This Agreement does not extinguish any accrued rights under prior contracts. No change in ar addition to this Agreement shall 3 be effective unless in writing and aignsed by bath parties. {d) Wherever this Agreement grants either party a specific right arremedy with 'respect to a breach of contract ar wrong of the athcr party, such right or remedy is in addition tq any other legal or contractual rights or remedies of the party en3oying the right or remedy. (e) Whenever this Agreement provides that a party shall or may do anythittg, it shall be at the party's own expense unless otherwise provided. (~ If anyprovision of taus Agreement is contrary to law, stick provision shall be deemed either to be severable end atrickert or modified so as to cotEform to law. If any law requires that this Agreement include auy specific provisions, it shall be deemed to include such previsions. Other provisions of this Agreerrfent shall be given effect to the extent possible. Any provision stricken, modified ar added under this paragraph shall remain stricken or added only so long as the larv requiring it remains effective. {g) The pmvisivns in attached Appendix B era incorpora#ed into this Agreement. 2fl. EXECUTIt7N (a) This Agreement shall not be binding on either patty unless and until signed by both party's authorized representative. Commencement ofperformance hereunderprior to signing by Seller, es herein stipule#ed, shall in no case he construed ae a waiver by Seller of this requirement. ~'he l~Iilter Group Iucarporated Clty' of Corpus Chriisli Signature: SigttadYre: Name Prime@: Title: Name Printed; Title: Date: Data: Approved as to form, .~lov. L?~ , 2Ql.D ria~n Narv ez Assistant City Attorney for City Attorney 4 .~ APPENDIX A Aviation Gasoline i00 LL • Priciag 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 for 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 arp established by Hiller and the refiner, based on am industry benchmark or index basis plus a transfer and/or laid-in costs, which are the costa of refuring and rndving fuels to the terminal and the oast of storing fuels at a terminal. Jet fuel pricing is generally tied to the index basis of the various market regioaal venters reported in Platt's Qilgram Price Report. Jet fuel rack prices are generally established with a market differential above the weekly Platt's average. Purchaser's Jet A price ie established with a famed differential of O.t186 per galian FOl3 Terminal plus the weekly average Platt's U3 GulfCoast Jet 54 Pipeline Mean index basis. The Platt's average prise is 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. The price per gallon for Products delivered to Purchaser shall be Hiller's established price par 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 ba calculated each Monday (vr Tuesday when Monday is. a holiday) far the previous week (Monday Friday-publisi~ed trading days only) and will be effective fur the following Tuesday through Monday period, unless s price change occurs because of a holiday or market event. • In the event there is a change to Sellers' coat structure, we reserve the right to aurend pricing to reflect these chamges. In such cases, the change will be incorporated imrnsdiately and may be drr8 to, but not limited to, changes irr freight rates, refinery transfer prising, terminal charges, or ntlrer costs required meeting supply requireurents. Purchaser shall have the right to cancel this Agreement should these casts ba deemed unreasonable. Transportation • Fuel surcharge shall be based on E.I.A. National Average Diesel Fuel Price Index and is subject to change on a weekly basis. Seller shall notify Purchaser a£ each week's price an Tuesday (unless changes by Refiner). These notifications will include freight and calculate a delivered price for the week, Deliv®ry charges can change based on common carrier tariffs. Furchase~r retains sole right of carrier selection, providing carrier has been approved at terminal S BRANDED PRQGRAMS OFFERING Chevron, Texaco, and Tata1GA breads Tata1GA Business Development Programs . Tota1GA Excess Liability Insurance TotalGA Product Inttsgrity Training and Materials TataIGA Credit Card proceasing Tota1GA Ga-op Advertising Tota1GA Pilot Rewards Program Tata1GA Customized Marketing Support and Plarzuing Tota1GA Market Forecasting and Pricing Tota1GA Operational Review .~ 6' A>E'P]ENDIX B (a) Seller must provide and maintain the minimum insurance coverages set forth in this Section during the term of this Agreement, {b) Commercial General Liability insurance at muaimum combined single limits of $1,ODQ000 per occurrence sad $2,40D,000 general aggregate for bodily injury and praperiy damage, which coverage shall include premises - operations, products/completed operations ($I,OOO,ODU praductslcompleted operations aggregate), and XCU {Exploaian, Collapse, Underground) hazards. Coverage must be written on an occurrence form. Contractual Liability must be maintained covering the Seller's obligations contained in the contract. The general aggregate limit must be at least two (2) tunes the each-occurrence Limit. (c) Workers Compensation insurance with limits consistent with statutory beneft#s outlined in the Texas Workers' Compensation Act {Sectiaa 401), ineIuding Employer's Liability coverage at minimum limits of $1,000,000 each-occurrence each accident $1,000,000 by disease each-occurrence $1,000,000 by disease aggregate. (d) Commercial Automobile Liability insurance at minimum combined single limits of $1,000,004 per-occurrence -far bodily injury and property damage, including awned, non•owned and hired car coverage. MCS-90 Endorsement and Broad Form Pollution coverage is required for fuel trucks. (e) Fuel Storage Tank ]liability to include remediatiaa and spill/lealcage clean up with n,in;mum Limits of $2,000,000 per claim/$2,OD0,000 aggregate limits issued on claims made policy with retro dates of 24 months, (~ Property Insurance -Seller is responsible for their own insurable interests is their property and equipment. (g) Any Subcontractor(s) hired by Seller shall maintain insurance coverage equal to that required of We Seller. It is the responsibility of the SeIIer to assure compliance with this provision. •Purchaser accepts no responsibility arising fram the conduct, or lack of conduct, of the Subcontractor. {h) A Comprehensive General Liability insurance form may be used in lieu of a Commercial General Liability insurance form. IZt this event, coverage must be written on an occurrence basis, at limits of $1,000,000 each- occurrence, combined single Limit, and coverage must include a broad form Comprehensive General Liability Endorsement, premises -~ operations, products/completed operations, XCU hazards and contractual liability. (i) With reference to the foregoing insurance requirement, Seller shall apeciEcally endarse applicable insurance policies as follows: 1) 2) 3) 4) S) 6) "7 l Purchaser, its oflicera, ofF~cials, employees, volunteers aad elected ofEcials shall be Hamad as an additional insured with respect to General Liability aild Autamobile Liability. All liability policies shall contain no crass liability exclusions or insured veratrs insured restrictions. A waiver of subrogation in favor of Purchaser shall be contained in the Workers Compensation and all liability policies. All insurance policies shall be endorsed to require the insurer to immediately notify Purchaser of any material change in the insurance coverage. All insurance policies shall be endorsed to the affect that Purchaser will receive et Least thirty {30) days notice prior to cancellation ornon-renewal of the insurance. All insurance policies, which name Feucbaser, .ire volunteers and elected officials as an additions] inseued, must be endorsed to read as primary coverage) regardless of the application of other insurance. '7) Required limits may be satisfied by say combination of primary and umbrella liability insurances. S) Seller may maintain reasonable and customary deductibles, subject to approval by Purchaser. 9) Insurance must be purchased from insurers that are financially acceptable to Purchaser with an A.M. Best rating of A-vii or higher. (j) All insurance .must be written ozt farms filed with apd approved by the Texas Department of I~nsupramce. Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent and shall contain provisions representing and warranting the fallevving: 1) Sets forth all endorsements and insurance eov+srages according to requirements and ix~struotiana contained herein. 2) Shall specifi'ically set forth the notice-of-cancellation or termination provisions to Purchaser. {k} Upon request, Seller shall furnis>: Purchaser with certified copies of all insurance policies, {i) A valid certificate of insurance verifying each of the coverages r®quired above shall be submitted upon award. The certificate of insurance shall be sent ta: City of Carpus Christi Department of Aviation 1000 International Drive Corpus Christi, TX 7$40b ~QMPLIANCE WITH ALL LAWS {a) Seller must comply with all federal, state, county and local Iowa concerning the goods and services required by this Agreement. . ~~~s (a} Seller and Purchaser agree that both parties have all nights, duties and remedies available as stated in the Uniform Commercial Code with respect #o the goods provided by this Agreement. SALES TAX {a} As Purchaser is exempt &ozn payment of the Texas Sales Tffic and Federal Excise Tax, Purchaser will not pay taxes pn Fuel or delivery of Fuel. Seller must not include or embed any sales or excise taxes in the price of Fuel paid by Purchaser under this Agreement, or an any invoice submitted to Purchaser for payment to Seller. I)ELNE1tY (a} Al! delivery and freight charges {FOB Purchaser designated location) era considered to be included in the pride for Fuel. 8 .~ ~~ INVOICES (a} lnvoiees submikted fvr.payznent shall be addressed to: Corpus Christi International Airport Accvupts Payable ID00 International Drive Corpus Christi, TX 784pb Periodic payments will 6e made within 3Q days of invoice date or aatisfactary delivery of the product or service, whichever is later, provided that all other requirements as detailed in the Agreement have beon fulfilled. QUALITY CONTROL Goods supplied under this Agreement shall be subject to approval as to quality and moat conform to the highest stattdards of manufacturing practice. Faei ar Fuel products found defective oz not meeting specifications ahali be replaced at the Seller's expense within a reasonable period of time. Payment for defective goads or goods failing to meet specifications is not due until 30 days after satisfactory replacement has been made. wA>~IVTY Seller warrants that all goods shall conform to applicable federal, state, and local laws, rules, aiui regulations, including bat not limited #o all FAA regulations and specifications, and~ali warranties as stated in the Uniform Commercial Code and be free from all defects in material, worlsinanship and title. INDEMNIFICATION a' SELLER SHALL INDEMNIFY, DEFEND, AND HOLD H.~4RMLESS PURCHASER, ITS OFFICERS, AGENTS, AND EMPLOYEES ("INDEMNITEES'~ AGAINST ANY AND ALL LIABILITY, DAMAGES, LOSSES, CLAIMS, JUDGMENTS, REASONABLE COSTS ANIa EXPENSES ("LIABILITY'S ASSERTED BY ANY PERSON OR PERSONS INCLUDING a AGENTS OR EMPLOYEES OF SELLER OR PURCHASER FOR PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE {INCLUDING, WITHOUT LIlVIITING THE FOREGOING, R'ORKER'S COMPENSATION AND DEATH CLAIMS) THAT MAY ARISE ~ OUT OF OR ARE DIRECTLY' CONNECTED WITH SELLER'S PERFORMANCE WITH THIS AGREEMENT {THE "CLAIM"). SELLER MUST, AT TI'S OWN EXPEi1TSE, INVESTIGATE ALL CLAIMS OF WHICH IT HAS ACTUAL NOTICE, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND INDEMNITEES IN ALL ACTIONS BASED ON .THOSE CLAIMS WITH COUNSEL REASONABLY SATISFACTORY TO PURCHASER, AND PAY ALL REASONABLE ATTORNEY'S FEES AND OTHER REASONABLE COSTS AND EXPENSES RESULTING FROM THE CLAIMS. PIRCHASER WILL PROMPTLY FORWARD TO SELLER ANY CLAIM, INCLUDING SUMMONS AND COMPLAINTS AND ALL OTHER DOCUMENTS AND CORRESPONDENCE WHICH RELATE TO ANY CLAIM OR LAWSUIT TOGETHER WITH PURCHASER'S WRi'rTEN NOTICE DF THE CLAIM OR LAWSUIT UNDER THIS PARAGRAPH AS SOON AS REASONABLY PRACTICABLE. THIS INDEMNITY SPECIFICALLY INCLUDES ANY CLAIMS EWOLVING INFRINGEMENTS OF PATENTS AND/OR COPYRIGHTS. 9 ..._ '~~ TERMINATITON OF CONTRACT (a) Purchaser reserves ~e right to terminate tl~e contract immediately in the event Sellcr: i. Fails to meet delivery schedules; 2. Defaults in the payment of any fees; 3. Otherwise fails to perform in accordance with this contract; ar 4. Becomes insolvent and/or files- for protection under banlpruptcy laws. Such tertniuatian is in addition to and net in lieu of any other remediae Purchaser array have in the contract, at law or in equity. Seller agrees that Purchaser shall teat he liable for damages if Purchaser declares Seller in default under this Agreement. 7.0 AN ORDINANCE APPROPRIATING $1,130,421 IN THE NO. 4B1d AVIATION FUND FROM ANTICIPATED REVENUES TO BE RECEiVE© FROM THE ~IiIEST .FIXED SASE OPERATION AT CORPUS CHRISTI INTERNATIONAL AIRPORT FOR EXPEDITURES NECESSARY TO OPERATE THE FACILITY; CHANGING THE FY241 D-2471 OPERATING BUDGET ADOPTED BY ORDINANCE NO. 028683 BY INCREASING REVENUES AND APPROPRIATIONS BY $1,130,421 EACH; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: 5ECTlON 7. Anticipated reventaes in the amount of $1,130,021 to be received from the west 1•fxed base operation at the Corpus Christi lnternationai Airport are appropriated in the No. ~Ifi1Q Aviation Fund far expenditures necessary to operate the facility. SECTION 2. The FY201 D-2019 Operating Budget, adapted by Ordinance No. 028883, is changed to increase revenu®s and appropriations by $1,130,021 each. SECTION 3. Upon the wri#ten request of the Mayor or five Council members, copy attached, the City Council: (9}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 voting upgn 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 201 a. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa Gity Secretary APPROVED: November 11, 2010 Eliz h R. Hundley Assis ant Cify Attorney for the City Attorney Joe Adame Mayor EHorcf322 Page 7 of 2 Corpus Christi, Texas i Day of , 2084 TQ THE MEMBERS OF THE CITY COUNCIL Carpus Christi, Texas Far 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 twa,regular meetings: I/we, 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, Respectfully, Joe Aflame Mayor Council Members The above ordinance was passed by the fallowing vote: Jae Aflame Chris N. Adler Larry R. Elizondo, Sr. Kevin Kieschnick Priscilla Leal John E. Marez __ Nelda Martinez Mark Scott ATTACHMENT #4 CITY COUNCIL AGENDA MEMORANDUM Clay Council Action Date: 9 9~ p AGENDA ITEM: Motion Authorizing the City Manager, or his designee, to execute a ~-year lease-purchase agreement with Fortbrand Services, Inc. far aviation gro~rnd support equipment to support Corpus Christi International Airport West FB4 ground support activities. rssuE: City of Corpas Christi issued a request far proposals (RFP) for the lease-purchase of aviation grQUnd support equipment f©r General Aviation, Air Charter Service and Commercial Air Service operations at the corpus Christi Intemational Airpork. Fortbrand Services, Inc. was the only respondent to the RFP. Proposed equipment will meet the needs of the IJVest 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 temp of the lease-purchase is coterminous with the proposed FBO Management Services Agreement and includes aone-dollar buyout of all equipment at the and of the 5-year lease agreement. REQUIRED COUNCIL ACTrON: Approve 5-year lease-purchase ggreement as presented. PREVIOUS COUNCit, ACTION: NIA CONCLUSION AND RECOMMENDATroN: Award the contracts as presented. ~., "~ Fred Segurtda Director of Aviation fredsC~cctexas.com 361.289.017''! x1216 Attachments Ground Support Equipmen# Lease Agreement 4 BACKGRdUNQ iNFORMATldN The current Fixsd Based Operator (FBO) afire®ment with Atlantic Aviation, the 1~urrertf FBO operator, will expire an January 94, 2p11 and under the provisions of the currant agreementAtlantic Aviation awns all Ground Support Equipment (GSE) associated with General Aviation (GA), Air Charter Service and Commercial Air Senvice operations on West F80. in order to replace the GSE on the West 1=130 the City of Corpus Christi, Department of Aviation requested proposals for aviation GSE Headed to operate the day-to-day operations of the West FBa. . Orsa response from Fartbrand Services, Ina was received. The proposed equipmentwas ®valuated by Airport S#aff 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 Sereices, Inc. is also offering the City the option to Issas all of the equipment under the following terms and conditions; a) .ease Term ~- 60 months b) Monthly Lease Rate Factor ofi - 0.01933% c) Lease Rider Purchase Option - $9.00 purchase option Below is monthly and annual payment schedule associated with the Ground Support Equipmen# lease to purchase agreement, Auslibaak Tractor Tow Tmatar Tow Bar Taw Bat Ha6att ()PEl Hobart GPU Lavatroy Cart water cart Air sfartunit AC taut c~eu Crew Apoess Stair Bag Cart HeltLaader 23,250 0,01433 $ 450 $ 3,4DD $ 5,404 $ 5,440 $ 5,400 $ 5,404 $ 27,040 102,834 0.01933 $ 1,468 $ 43,658 $ 23,836 $ 23,856 $ 23,854 $ 43,636 $ 139,280 2,623 0.01433 $ 3S $ 660 S 660 $ 640 $ 660 $ 660 $ 3,300 3,323 0.01933 $ b5 $ 760 $ 76D $ 780 S 780 $ ?80 $ 3,900 13,202 O.a1933 $ 256 $ 3,072 $ 3,472 $ 3,072 $ 3,D72 $ 3,072 ~ 15,340 41,702 4.01933 $ 807 $ 9,664 $ 9,664 $ 4,680 $ 4,684 $ 9,4$4 $ 48,424 9,440 0.01933 $ 193 $ 2,316 $ 3,314 $ 2,316 $ 2,316 $ 2,314 $ 11,580 9,244 4,01933 $ 179 5 2,148 $ 2,346 $ 2,148 $ 2,148 $ 2,1gB $ !0,740 152,900 O.D1933 $ 2,956 S 35,472 $ 35,472 $ 35,472 $ 35,472 $ 35,472 $ 177,364 4$,OaD 0.01933 $ 428 $ 11,136 $ Z I,I36 $ i 1,136 $ 11,136 $ 11,136 $ 55,660 33,9x4 a.0i933 $ 1,042 $ I4,30~} $ 12,304 $ 12,544 $ 12,sa4 $ 12,604 $ 62,520 l3,aD0 0.01933 $ 290 $ 3,460 $ 3,460 S 3,4$0 $ 3,480 $ 3,480 $ 17~i00 6,500 D,01933 $ 126 $ 1,312 $ 1,512 $ f,312 $ 1,512 $ 1,512 $ 7,560 31000 0.01933 $ 400 $ 7200 $ 7,2D0 $ 7200 $ 7200 $ 7 00 $ 36000 $ 313,410 $ 9,433 $ 119,220 $ 119,220 $ 119,220 $ 119,220 $ 119,220 $ 596100 1=ortbrand Services, inc. has been in the business of selling, buying, leasing, financing, ren#ing and maintaining new and used aircraft ground support equipment for aver 2S years. The company specializes in the origination and servicing of short-term rentals and tong term leases of aircraft ground support equipment throughout the aviation industry. Fortbrand Services, Inc. utilizes the knowledge, experience, exper#ise 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 15'h implementation of the new FBQ Nlanagament Services Firm of the West FBO. ~~~~~~~ s~e4 ~/~~~.~ rnlrc r.I~ASE Na. DATE: Lessee State of Organization TX LESSEE: City of Corpils Christi 1201 Leopard St. Carpus Christi, Texas 78401 • LOCATION DF >=QUiPMENT LESSOR: F'ortbrand Services, Ina Carpus ChrEsti Intemationi3l Alrpol# (CRP) 50 Fairchild Court 1000 International Drive Plainview, New York 11803 Corpus Christi, TX 78406 nt: 1) Kubota VT 505-E3-l~24 taw tractor •,,,,,$450 L One (1) TLD TMX-150-16 (owtwactor $1 958 One (1) BAC TR34SR towbar , $55 One {1) 8AC TYTi3 75 towbar $~ One (1) Hobart GP~1-400 ground power unit $256 One (1} Wobart JetEx 5D ground pow®r unit $807 One (7~ Phoenix Metal Products LC100LP lavatory cart $yg3 One (1) Phoenix Metal Products WCH1001P water cart $2 956 One (i) TLD ASIJ-600-200 airs#art , $928 One (1) TLD 342-W-CLIP ground power unit $1 U42 w/28.5V rectifier One (1 } WASP A201410D crawstairs $29D One (1 } WASA A005414D baggage cart $126 ~ One (1) WASP walk behind bait iceder $600 1•#TH4Y RENT !=FASE TAM C~N~M~NT DATE ACt1Jf1N~E RENTAL $9,935 80 months AODITiDNAL PROVI$t[3NS: 1) Purchase flp#ian Rider attached 1. t]n the'terms and condlElona of this Lease, Lessor hereby teases to Lessee iha equipment set forth herein andlor in any Schedule that shall from #Ime to time become part hereof e'the "Equipment"). 2. Tha term of this Lease shall foe the number of months sat forth herein under Lease Term and ahalf commence en the Commencement Date. Lasaae euthprtzes Caesar #e insarl the Commencement Data in this Lease upon delivery pf the Equipment. The Lease efiaff auiematically renew on a month to-month beefs unless Lessee provldea written nol:ca of its intent to ro#Urn the Equipment pr renew the Lease no fees than thirty (30) days prior to the explralipn of the Leans Term. Subject #o appropriations of the governing body of Lessor, thle Lease is Irrovocabla and may net ba cenceliad, terminatsd or revoked by Lessee during the Lease Term for any reason whatscever• 3. Tha tats! rent shaA be equal to the Monthly Rerrt set forth herein mulliplfed by the number cf months !n the Lease Term, Lessee agrees to pay the total rent fn monthly installments, in advance, eemmenotng pn the Commencement Date and canlinutng on the sortie day of each month thereafter. Payment shall be made to Leaser at ifs above stated address, eras ft shall otherwise designate in writing. A#I Advance Renlale shelf ba nornrefundable to LBesee under any circumstances, including In the event of an early #enninailon of the Lease arif the Lease shall felt tp commence on account of ap#a of Lessee. Lessee obeli ba responsible for all coals pf iranaportegan of the equipment Io and from the location designated by the Lessor upon commencement and termination pf the Leans Term, Lessee agrees to pay Leseorfar the spats pf such transpartatlen as additlerral rent. 4. LF~5pR MAKE5 NO WARRANTIES AS Tt] THE EQUIPMtTtT, tNHETHEFi i:XPRE3S OR IMPL~D, INCLUDING WITHOUT LIMiTATI(3N, iTS CONDtT1ON, MEftCFUWTABILITY OR Ffi'NESS FOR A PARTICULAR PURPOSE, AND LESSOR LEASES TFf1= EQUIPMENT 7Q LESSEE "AS iS." Leaeea agrees tv look solely to the manufacturer, seller ar carrier of the Equipment forany efalm arising from any defect, breach of warranty, fafluro or daisy in del[very, mladelivary or Inetrility to use the Equfpmantfor any reason whatsoever. Lessee's abliga8ona to lessor hereunder shall not in any manner be affected theroby, including, without Ilmltatien, Lessee's pbligailans to pay Leaser all rant and ether amounla payable underthis Lease. Lessor shall nqt be liable far any lose, damage or expanse caused dfreetiy er indirectly by the lcqulpment, the use. malnlenanpe, repair or servicing thereof, for any delayarfallure tp provide same, forarly krtenuption of eervfce or Ease pf service or loss of use, ar for any loss of bustnesa ar damage cf any nature whatsoever. The undersigned agree to all Terms and Conditlons set forth above and on RAGE TWQ (2) HEREOF, and hereby execute this Lease. LESSOR: FORT$RAND SERVICES, iNC. LESSEE: CITY OF CQRPU5 ChiRISTI, TEXAS SY' sY: Approved as tv 10rm: ~~+.?3 ~'?AL NAME: Peter Stearn NAME; i`ITLE: Vice President TITLE: i3]~ , L, Brian an-aez Assistant City Afitorney For City Attorney o. r_rrarr>srrpu nary ura eyuiprnaue sa mr wuw,weawu rx;auurr m, q rmnr is arNee%itaau. r~ wnarna mruvrwmeau auueraa arar alma rmr rornuvn rm eyurpi urnr urrran W rr widtoul Lessors odor wriltan consent. lessee shell ura the Equipment fn a ceraful manner and shall, aE Lessee's expense, keep ttre Equlpmant fn goad repair and comply utth ell manufacturers lnslructlpns and aA laws, ordlnancea, regufadnns or requlmmenls of anygavemmemel eulhadty. agency, ofRc(el, board pr tlapartmanl having Jurlsdlctipn. 7. The EgrdAmant Ia, and shell at all limas remain, the propedy of Lessor. looses 9heA have no right, ode err interest In the Equlpmant sxtepl as sat forth hereto. 7asecure the prompt payment sod padarmance of ell nbllgalWrts of Lasses Ip Lesaarundarlhe Llaaa, Lessee hembygranfe to Lwsora saud[y Interest in Lessee's Intelsat In the Egrpment and enypracaedetirereof. Suahaewritylntereatahal6agav®nedbythaLlNtsnnCpmmartlalCpdaandanyolherBppGcat+felaws. Lesaesherahyauthoffza4LaasortOAlaa flnanc]ng siefement with respect tothe Equipment. Upon Lessor's request, Lessee shalt afAx and keep In a pmminen[ plane an the Equlpmant labels, plalae arather markings tndicagng Ihaf the Equlpmem is owned >>y loeaprand ehaA not permildmlr removal err cpncaehnant, B, Lassos shat notmake any mnettflceilons, aitaratiana, addlAane srfmprovemglte to gtb Equlpmant without Caesars pdorwdAen consent. All madlAeallpns, a[terakions, addiAans, impmvemerrts arm! replacement page shag belong to Leaeor.77re Equlpmant shall remain personal propedy regaedless of its sfAxsgon W any realty. Laeeaf shaft boos the right to order Lessee's premfsee dudng normm brnlnass hours to Inspect the Equlpmant and ee leleted mehtenancerecards and ob9arva the Equipments use. A, Lessee shall Bear the enure risk of toss, thefr, tleatruetron ordemago tp Ale Equlpmam, prang pert thereof, from arrycauee whafaoeverand shall not he relltwed pf the obRgagon to pay the total rent pr any Wher obllgatlon herautgerbecau99 pf anyauch occurcerxa N the event of tlarrte~ge laths Equipment Lessee, at he sole cast and expanse, shall ]mmadlatefy repak the Equlpmant !f Lessor determines [hat the Equlpmant as fast, stotan, daetrpyed err damaged beyond repair, Lessee. 91 i!s sole coat and rxpenae shall (a] pay la Lesearihe full r~laeament costal new Equfpmsm and (b] pay LaesoraA amounts then duo hereunder, tagelharwith fha unpaid balance of the total rsM for Ina urtaxpired [arm Hereof. 10. Lessor reepgnfzes that Lessee Is a self Insured govemmenlel end[y. Upon request pf Lessor, Lasses wIA pmulde tessarwBh a lebsrdeacd6ing the lessee's self Inaureua elalue signed by Ina Leaeee's Posk Meneger. 1i. Lessee shall endeavorto keep Iha Equlpmant free acrd Wearof all charges, Aena and encumtuances of whateverna[ure and Lesaprshall he rasponalble tprpeying all charges, taxes and fees which may Haw err hereaTlerbe fmpo9ed upon theawrtersfllp, [easfnff, rental, seta, puroheea, ppeaesabn pr use of the Equipment, except faxes an err measured by Lessors irscama 72 Intenttnnalfy am]tted, 1S. Lessee slmil not assign, p[edga, mortgage or otherwlea transfer prenmmrberany aF Ae dgfrta under tots Leese, w tits E:qufpmant cr any part thereat norsub}al the Equ[pmanl. Anysuch purported transfer, ess]gnmeat without L®ear's wrAten consent shat Be void. Leasprmay, witlwut npgce, transfer oraselgn this Lseee prang Interest hereto and maymarlgage ancunhar prtrenerer enyof Its fights or Fnterest in and m the Equlprtrentoranyoart [hereof and, wlthost flmllatlan, each ~slgnee, iransferse and mortgages aha11 have the right to trenefararaaelgn l19 intareaL Eachauch aealgn~, transferee Artd madgages shag have a1f of the fights, but Wane aFEhe obggadane, of Lessor under tfds Lease and Lessee shall oat assert against arty pfi them ergrdefarsae, cdursten:teim err aelbffthei Leases may have against Lessor. i4. iF Lessee feNs to make any payment when duehpreunder, orundsr arty other tease or agraemenl with Lessprindependant of this Leaaa (trsretofae pr neroeRer made], or breaches any repreeenleAan contained hareln, err dalaulis 5t the performanea 6t any ogterabllgattan an Leeseeb paA to ba padamed err If Lssesa Becomes fnsphreM or makes an asefgmnent for des benefit or cretliinre err iFany hamtruptey, reealverehlp, rearganlzatlpn err Btspivsncyproaeeding shell6e ummanced 6y err against Lessee, err ff any attadrment rw levy fs made against arry of 4eaeeaSs prepsrty, than any unpaid amount due an err before tasspr declared the Lease to 6e fn default plus Iha antlre unpaid foist rent fortha balance of the terra hereoFshell be at ante duo and payable and Lessarmey, without demand ortagal process, Cannlnete this Lease and enter upon Ina premises where the EqullrmenE is located. take pwseasipn aFand remove same, mrero[as arty or aA of the rtghla and remerbee evallable to a Secured party underihe Llrtifonn Commsreisi Cade end, In addBGon. do snywall or the fplfowing, without Ilebllltyta Lessor end without affaeyng Lessee's oBHgallons hereunder (i] eel4 loess pralhetwise dlspasa of the Equipment arany part thereat et one armors publk: or private aalee, lasses or olherdlapasfAarre, al wholesefa or reroll, for such consideration, pn ouch tsnna, far cash or on credt ere lessor in ifs sots discretion shag detesmfne, on at least tan (fA] days nogca to irssae of anypuhlh sofa Drat the time aBarwhlah a pdvale bale, Tessa prathar dlapasigan may be made {wNCh nWfca Lessseardvbwladges la reaapnehla]; err (n}retaln the Equipment or enypart thereof, ctediftng Lassos wflh the reasnneBle wdue theraot pr (ill) pursue any athar remedy avaAabfe to Leases at taw err equity: At any pubAc sale, Laaapr may 6e the purohaear. Lessee agrees t4 pay elf pF Lrssur's expenses, including, But Hal limltad ter, the costs of reposseesfng, etadng, repeidng and prapadng the Equipment tarsals arI~aa~, tommisslans payable in ccnrrectlan with anyaela ar ]ease, and leasers ef4amaye fees. The oat proceeds reaAzed ham anyauch sale, lease or othardt;ppslAan or the exercise of any ptherramady, after deduc8ng all expenses reletad 9tarelo, Shall be eppAed Ipward payment of the unpaid 6alarce then due Lesaorhereundar. laeeeeaheA remain ltaWe for any daflclency. Any amount duo Lasaor umlerinle paregreph shall be daemadllquldated damegee far lM breach of this [.ease and note pendiy. All fights and remedies aF Le9sorahell be cumufettve and not altemagva. LeG9ors failure to exerelae or tleley in exerafaing any r~ht prrernedy shag not be construed as ewaNer thereof. nor shag a watvaron ors aceaslon 6e cmrehued tp bertha exemise of arry dghierremsdy on a FuhYa axaaipn. Na perfprmanae try lessor of anyeflessee's duties undefthie Lea66 snail 6e deemed M pure any default at Lassos. 15 Thla Lease 6a auBJed to fhei'sxas Prwnpt PaymentACL t8. Leesea represents Ihaf the erodk spppllcetlon, atatemarda and crodk orikrartc]al infomlallon presenly err to the fuWro ftrmlahed to Caesar are hue, complete antlcomact and ere made to Induce L~sprlo anE~lnto this Lesser Lasses upon the requael of Laaeprdudng the term hereof shag furrltah sA iMancial irrfprmaslan requesiad by Lessor. Lessee wig give Lessor pdprwrllteri notice of any change fn Its 8ta[B sf 0rganixelion. E 17. Upon axplradon or tamrlruafon of Ihla Lease arany renewal term, Lesaeeshall, of 9a expanse, velum Etta £qulpment in tlta same canditlan sa pdginegy received, reespnrefla wear and isarsxeeptatl, end Bas of all Ilene end encumbrances, by dstvedng same to Lssaerar fo a place designated by Lessor, unless Lessor shell sleet t4 ~ abandon all or part of the Equipment. 1 tL It la Laseere and Lessee's Intangon that each Leans opt conaUluta a'Inte" tease ferfadarel Income tax purppae8 end lherafore, it to Lesspra and Lessee's Intentlort that Lessee ba considered the owner of the Equ~ment under each Lease fur federal lneome tax purpoaee. Nothing In Ih[s Lea59 shag be hderpreted as making Lessee rasponslBls foranytaxes. lessee IS a hornnrula munlClpal csrporallpn and fQCa! governmental erttlly df the Stela sf Taxes. f 19. Notwlthatendingaoy pgrerpravislon under this Lease, this Lases is a natfeese. L899asY obligailnna twreunderara eBeolute and uncondlAonal end ere opt subject t0 any ahafemeni, deferment reduaAan, [ecaupment defense, offset arceunterelalm, for any reason whatsoever, LEti8CR ANC] LE99l~ WAIVE THE BtGFlT TO p JllRYTRL6 ~, . Z0. Any nagca to a party hereunder shall ha sutf]alently given Itmelfed to sold partyhy eedxled mall, ratum rocetpt requastsd, at its address set fadh hareln prsueh afhar address as may Ba designated by wriilen nogce lathe atharpaty: If to Lessee: City of Liorpua Chdeq Attrr Glredarnfgviailoa 1AAg Intemegpnd Odva Corpus Chdeg, Texas 78408 21. Thb Leaaa constiWtea Iha entire u<ateratand(n at firs pedisa end shall oat Be modyfed except in wdgng slgnad~by the padW,1111s Lease ahai! he ecnstnrad under ore laws pfthe Stets of Taxes. The parties consent ao~uded;ctlwr of the catrla of Nuacae County, Texas arrive Pederel Court far the Southern Clialrfct a(Texas. This Lease shall not become slfecgve until executed by Lasapr. SubJeot tp Paragraph 13 hereof Atis Leese shelf tours to and bfid the parties, InaheucCaeaafs, legal represerdathres end assigns, No pmvf8lon hereof whM.ttt may Be corntnrad as unerdorcaeBle strati In anyway Invattdata, anyother pfovlatan hereof, ~I of which shall remain In lull faros end effect, l.tcSt30R: LE89EE: ATTACHMENT #5 CITY COUNCIL - AGENDA IyIIEMOIRANDUM CI~- Coar~cil Action Date: 191'tS12010 AGENDA ITEIIII: ' Motion Authorizing the City Manager, or his designee, to execute a five (5} year Fixed Base Operator Management Services agreement with one free (3) year option with Express Airport Services, LLC (F..AS) for lobar & services of the 1Nest Fixed Base Operator (FBO) operations. ~ - IsSUI=c The lease agreement and subsequent short term extensions with Atlantic Aviation will termina#e on January 14, 2011. Atlantic Avia#ion 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 FBQ operations through a management services agreement with Express Airport Services. It is expected tha# the new business terms will result in improved customer service, stable fuel prices and additional revenue to the CCIA. PREVIOUS COUNCIL ACTION: A lease for real property located at the Airport was assigned to Chaparral Aviation, effective October 14, 1979, for a period of 30 years. Tf~rough a serious of subsequent assignments the lease was assigned to Mercury Air Center -Corpus Christi. - Theparties 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. CdNCLU$IQN AND RECOMMENDATION: Award the contracts as presented. .-.~ .x~ Fred Segundo i]irector of Aviation freds~octexas.com 361.289.0171 x121 B Attachments; MANAGEMENT AGREEMENT LABOR & SERVICES BACKGROUND INFORMATION Approximately eighteen months ago, Airport staff began-the process of redet;ning #he, role of the FBQ at the Airport through the interac#ive development of a_revised set of Minimum Standards that would define the FBO operations at the Airport going forward. Following approve! of the Minim um 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 represen#a#ives of current West Fixed Base Operator {FBO) Atlantic AViatlDn. 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 to help pay for the Airport's costs of providing and mainta'rning'the infrastructure: - Prevent the pass through of these concession fees to the consumer tv keep CRP competitive - It is important #o note that the facilities that the FBO's utilise are properly.of the Airport. In order to ensure that tenants maintain the facilities so Airport realizes a full economic value afthem the tenant is-required to make a minimum investment. During subsequent meeting and negotiations~ta outline the business terms, feedback was received and the Airport and A#IantioAviation could not reach an. agreement acceptable to bath parties. At the Airport Board meeting of May '!9, 2410, the ~13oard voted to recommend that Airport Staff cease negotiations with Atlantic Aviation on a new agreement and develop an Request for Qualil"ica#ion {RFQ) to select FBQ operator under the new business model. On August 5, 24'l0 the City received notification via letter that Atlantic Aviation declined to bid an the RFQ. The only RFQ proposal received was from Express Airport Services, LLC. {EAS). The Airport evaluation committee reviewed and evaluated FMS proposal and found them qualified and capable ofproviding the FBO services requirements as ou~ined in theAirport Board approved Minimum Standards for Commercial Aeronautical Service Providers. PRO FQRMA West Fixed Based Qperatar (FBO) 5-year 5ervic® arltl Management A,greezxient Unreserved $ - $ 112,947 $ 349,83D $ 651,230 $ 963,734 Reserved for~Encs~mbrances $ - $ - $ - $ - $ - Reservedfor Camu~Ihneats $ $ - $ - $ - 16ECINNING BALANCE $ - $ 112,947 $ 349,830 $ 651,230 $ 963,734 OPERATING REVENUE Offtce Space Vehicle Parking Hangar Rental-Aircraft Tie-Dawn and Apron Fee Fuel Sales Into Plane Fuel 3tgrage Fee Sales of Aviation Related It~ns Miscellaneous TOTAL OPERA'I'iN'G I~VENCIE NON-OPERATING REVENUE Interest Income Interest on investments Tote! Iatarest I3nceme Other Revenue Tatsl Other Ravenna TOTAL NON-OPERATING REVENUE TOTAL REVENUE $ 61,473 $ 108,3$2 $ 104,328 $ 103,285 $ 102,252 $ 7,875 $ 13,500 $ 13,365 $ 13,231 $ 13,499 $ 119,595 $ 205,020 $ 202,970 $ 200,940 $ 198,931 $ 12,491 $ 21,200 $ 21,836 $ 22,491 $ 23,165 $ 1,005,510 $ 2,029,13$ $ 2,307,641 $ 2,474,674 $ 2,554,269 $ 39,123 $ 67,069 $ 67,069 $ 57,069 $ 67,069 $ 5,833 $ 10,000 $ 10,000 $ 10,000 $ l0,DD0 $ 5,000 $ 15,000 $ 15,450 $ 15,914 $ 16,391 $ 5,000 $ 15,000 $ 15,450 $ _ ____ 15,914 $ 16,391 $ I,292,749 $. 2,512,157 $ 2,788,957 $ 2,954,366 $ 3,132,415 $ 2,585 $ 5,424 $ 5,578 $ 5,909 $ 6,265 $ 2,585 $ 5,D24 $ 5,578 $ 5,909 $ 6,245 $ 2,585 $ 5,024 $ 5,57$ $ 5,909 $ 6,265 $ 1,295335 $ 2,517',1$2 $ 2,794,535 $ . _2,960,274_ $ 3,138,68D TOTAL FUNDS AVAILABLE $ 1,295,335 $ 2,630,129 $ 3,144,365 $ 3,611,5D4 $ 4,102,414 4 Departmeutal Expenditures Start Up Cast Management Fee (Direct/indirect/Rcmbursab~e) Electrical Water/5torrnwater Solid Weste i7as Cost of Fuel Ground Equipment Lase to Purchase Insurance Facility Maiatenance Fatal Deparknental Expeaditures Tatal Nnn-Departmental Expenditures TOTAL RESERVED FQR ENCUMBRANCES RESERVED FUR COMMITMENTS UNRESERVED CLOSING BALANCE PRO Pa~a~vra West Fixed Based Operator (FBO) 5-year Service aad Management Agreemcnt $ 30,050 $ - $ - $ - $ - $ 37b,264 $ 659,190 $ 687,600 $ 706,562 $ 726,094 $ 3,963 $ 6,992 $ T,202 $ 7,418 $ 7,640 $ 1,434 $ 2,598 '$ 2,754 $ 2,919 $• 3,094 $ 8,928 $ 10,299 $ 10,917 $ 11,572 $ 1I,572 $ 684,261 $ 1,447,238 $ 1,639,720 $ 1,773,358 $ 1,917,886 $ 69,496 $ 119,137 $ 119,137 $ 119,137 $ 119,137 $0,00 $10,734.22 $11,270.93 $] 1,834.48 $12,426.20 $ 7,991 $ 14,111 $ 14,534 $ 14,970 $ 15,4I9 $ - $ - $ - $ - $ 1,182,387 $ 2,280,299 $ 2,493,135 $ 2,647,771 $ 2,813,269 $ 1,182,387 $ ~~ 2,280,299 $ 2,x93,135 $ 2,647,771 $ 2,813,269 $ 112,947 $ 349,$30 $ 651,230 $ 963,'134 $ 1,289,1481 ~ a ~ ]FIXED BASE OPERATOR MANAGEMENT SERVICES AGREEMENT This aizport services agreement {this "Agreement"), 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, {"Con ctor"), with offices at 7Q0 Sam Houston Parkway West, Suite 200, Houston, TX 77067. RECITALS . WHEREAS, City irrtends to operate a certain fixed base operator ("FBO'~ operation in connection with the provision of FBO services at the Corpus Christi International Airport ("Airport"); WHEREAS, Contractor is organized and existing under the Iaws of the State of Delaware and, as of the Effective Date, is authorized-ta transact business in the State of Texas; WHEREAS, Contractor is in the business of providing certain FBO services; and WHEREAS, City and.Conttaetor desire to eater into this Agreement pursuant to which Contractor will provide such services #o City an the terms set forth in this Agreement. NOW, THEREFOTtE, for and in consideration of the foregoing recitals, the respective covenants and agreements of the parties set forth below, and far other good and valuable consideration, the parties hereto agree as follows: ARTICLE i TERM AID TERMINATION' 1.1 Term and Termina#ion. A. This Agreement shall have an initial term of five (5) years comrr~encing on the Effective Date, with the substantive provision of FBO management services to begin on 3anuary 15, 2011, and expiring five years from the Effective Date, 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 no later than twelve (12) months prior to expiration of its inten# to exercise the extension option Option teens shall be negotiated and agreed upon by the parties no later than six months prior to expiration. B. Either early may terfninate 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 eat intended to be exclusive and is in addition to any other rights or remedies far an Event of Default by one party hereto that may be available to the other party at law or inequity, The term "Even# of Default" means the failure by either party to fully and timely perform any of its obligations or services identified under this Agreement, which failure is not cured (i) within ten (10) days after the date on which any payment becomes due, in the case of a monetary default 1 .~ subject however to provisions contained in Section 3.2; or (ii} within a reasonable time after written notice thereof, in the case of anon-monetary default, but in no 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 calendaz 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.l Sao a of Services. A. Contractor shall directly perform or perform through third party contracts with sub-contractors authorized in writiYng by City each of the Services tp be performed hereunder and as described an 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 ofthis Agreement. 't'he 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 mature in existence at the time of performance of such Services. Contractor further warrants that: {i) it and its subcontrac#ors are competent and possesses the requisite skill, knowledge, axid expertise to perform the Services in accordance with the usual and customary standards existing in the industry far 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 terms 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 training programs to remain compliant with all federal, State, and local regulatory requirements. Contractor shall provide the minimum level of services far FBO operations stated in the published "Minimum Standards" document at the Airport. B. Contractor shall promptly notify City of any actual or potential material intemlption in performing the Services with respect to the Services identified in Exhibit "A " C. Contractor and City shall enter into a use agreement pursuant to which Contractor, at no cost to Contractor, shall use the premises at the Carpus Christi International Airport as further described in Exhibit "B". D. Contractor and City shall enter into a use agreement pursuant to which Contractor shall use, at 110 Cost to COntractar, the equipment owned by the City identified in Exhibit "C", which may change from time to time. ARTICLE III PRICING A1VI) PAYMENT 3.l Prl'cnsr. The pricing for the Services is set forth on Extlihit "A" hereto and made apart hereof far all purposes. 3,2 Invoicin~ymen# Terms. 2 Payment terms shall be in accordance with the terms outlined in Exhibit "A'°. Should any porkinn of an invoice be disputed by City, City shall pay the undisputed portion of the invoice when due and the disputed portion of the invcice 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 parties shall endeavor to resolve the discrepancy within fourteen (14) days of the date of Contractor's response to such dispute. If the parties are unable to xesoIve the discrepancy within the aforementioned fourteen (14) day period, either perky may submit such matter to binding arbitra#iort with a mutually agreed upon arbitrator in order to resolve the discrepatiCy. If such dispute is resolved in favor of Contractor, City will pay to Contractor the amount determined by such negotiations within ten (1~) days after the end of negotiations. ARTICLE IV EMPLOYEES 4.1 Employees of Contractor. Contractor agrees that alI of Contractor's employees, officers, 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. Cantra~ctor shall recruit, hire, train, supervise, direct, discipline and, if necessary, discharge management 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 or sub-contracted by Contractor shall at a1I times and far all purposes be ,solely in the employment of Contractor .or under an authorized sub-contract to the Contractor. 4.2 Na Em to er/Em Io ee Relationshi . Nothing contained herein ar inferable hereii~arn shall be deemed or construed to (a) make Contractor the servant, or employee of Eity or (b} create any partnership, joint venture, or other association between Gity and Contractor. Any direction ar instruction by City or any of its authorized representatives in respect of the Services ar Contractor's or sub-co::nttractor'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 P. $v o1_l Taxes. and Costs. Contractor will be exclusively responsible for filing any and all returns and reports, anal for withholding and/or paying applicable government, e.g. federal, state and/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' compensation insurance and unemployment insurance premiums for such persons. It is further understood and agrccd that in no event shall Gity be required to make deductions from.compensation'or report earnings of any employee of Contractor ax sub- contractor, under any Social Security Act, unemployment compensation ox insurance act, or any other Statute, ordinance, or regulation, local, state, or federal, purporting to levy a tax err payrolls or the compensation of employees; and Contractor hereby agrees to indemnify and save harmless City from any and all Inability, cost, ar expense arising or growing out of Gormactor's compliance ar failure to comply with the provisions o£ any such law connected with the performance of this Agreement. ARTICLE V RECORDS INSFECTION AUDIT AND PROGRAM REVIEW 5.1 Records, Contractor shall retain accounting records of the Services based on generally accepted accounting principles and practices ~ effect during the term of this Agreement and for the periods outlined in the Texas state records retention schedule, Contractor acknowledges that arty and all records for Services may be subject to the Texas Public lnforrnation Act, and Contractor will comply with all reasonable requests from City for providing such required records. 5.2 Inspection. Upon prior request to Contractor, City may during regulaz 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 1'ro am Review. City, or its authorized representatives or aecotmtants, at City's sole expense s~zbject to the limitations herein, shall have the right to conduct an audit or program review of sack books and records during the term hereof and for a period of one {i) year after #erminatian of dais Agreement. In the event City's audit and/or program review reflects that Contractor has overcharged City for such expenses, Contractor shall promptly reimburse City for such overcharge. If such audit and/or program review reveals that Contractor has undercharged City for 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 tbaar ten percent (10°/n), Contractor shall promptly reimburse City for the reasonable cost of such audit, not to exceed five thousand dollazs ($5,000), in addition to the entixe 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 safes and use taxes or any other taxes fees as required by applicable Law, on all Services provided by Contractor pursuant #o this Agreement. ARTICLE VI INSURANCE AND INDEMNITY &.1 Insurance. A. Contractor aiad authorized sub-contractors shall maintain insurance as follows, each at the City's sole cost and expense: (i) ~?ark~rs' Compensation 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 Do11azs ($1,000,000), bodily. injury each accident, One Million Dollars ($1,000,000) bodily injury policy limit and One Million Dollars ($1,000,000) 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 cancellationlmaterial change in favor of the City. 4 (ii} Commercial C;eneral Liability Insurance. Contractor shall maintain during the term of the Agreement, for protection of City artd 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 ($10,000,000} for each occurrence and Ten Million Dollars {$10,004,000) in the aggregate, including, but not limited to, Premises, operations, products/ conipieted operations, personal injury liability, blanket contractual liability and services liability, covering only the operations and activities of Contractor under the Agreement. The 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, (e) City listed as an additional insured, Form CG 2010, or its equivalent, {d) independent cantrac#or coverage, (e} contractual liability coverage liability assumed under the lease or permit, if applicable under this Agreement {f} damage to premises managed 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 __Impact (Pollution) Liability. Contractor. shall provide coverage with not less than Two Million Dollars ($2,000,000), each such policy covering only the operations and activities of Contractor under the Agreement. (iv} Business Automobile Liabili. 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 awned, non-owned, leased and hired vehicles with n~um limits (combined single limit} of Five Million Dollars {$5,000,000} for bodily injury aid property damage written an a per occurrence basis. (v) Ernt?loyee Dishonesty Policv. Contractor shall maintain during the terra of the Agreement, for the protection of City and Contractor, employee dishonesty uesurance with a limit of Two Hundred Fifty Thousand Dollars ($250,000) per occurrence far coverage against employee dishonesty anal theft. A fidelity bond in the amount of Two Hundred Fifty Thousand Dollars {$250,000) may be substituted in place of the crime insurance policy. (vi) Ilanaarkeener°s Liability Policy Contractor shall maintain during the Term of the Agreement, for the protection of City cad Contractor, Hangarkeeper's Insurance with a limit of Two Million Dollars {$2,000,000) for physical injury and property damage, (vii) Comprehensive Aviation _Liabili ~ . Contractor small maintain during the Term, of the Agreement, for the protectEOn of City and Contractor, comprehensive aviation liability insurance with a per occurrence and aggregate limit of not less than Ten Million Dollars ($1 O,OD0,000), unless otherwise determined by the City. . {viii) Property Insurance. Contractor is responsible fox insuring their own interests and will be rresponsible far any and all damage to equipment used regardless if owned, rented, leased or borrowed. B. Policv Requirements. Pxior to commencing the Services, Contractor shall provide City with a certificate evidencing such policies from insurers which have an A.M. Bes# rating of A-Vil 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 5 policies shall not be canceled without thirty (~0) days prior writteo. entice of cancellation. City shall be Warned 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 granary and non- contributory to policies carried by City and include cross liability clause for additional insureds. The City reserves the right to review Contractor's and any authorized subcontractor's insurance policies for compliance .proposes. The deductible ar self insured retention cannot exceed Five Hundred Thousand Dollars ($500,000}, unless otherwise agreed by the porkies, for any of the policies listed above and shall be provided far by the Contractor. The deductible and self- insucance retentions shad be disclosed on the certificates of insurance. This paragraph and section do not replace or. otherwise amend, in auy respect, the limitations of liability set forth elsewhere in this Agreement. . C. Ci 's Environmental Obli ations. A baseline report shall be provided to Contractor establishing an accurate assessment of any current contamination on the premises. 5.2 Indemni A. Contractor's Indemnification _ Obligations. Contractor agrees to indemnify, save harmless and defend City, its officials, officers, employees and representatives (the "Ci Indemnified Parties") against any and all actual liability, losses, damages, costs ar 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 gross negligence or willful misconduct of Contractor in connection with the performance of the Services hereunder, provided, however #hat the provisions of this section shall not apply to I;abilities, lasses, charges, costs or expenses caused by or resulting from the acts ar omissions of the City Indemnified Parties. This provision shall survive the expiration or earlier termination of this Agreement, B. Citu's Legal, Expenses and Costs. (i) The parties recognize that Contractor is acting as Gity's agent with sole regard to operating and managing the Premises. in the event that Contractor incurs or is subjec# 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 ar use of the premises prior to the Effective Date (each, a "Claim"), Contractor shall provide written native to the City of the Claim Event within ten {10) days of receipt of the Claim. . b {ii) Upon receipt of written notice by the City, the parties agree to meet and confer within a reasonable time, not to exceed ten (10} business days regarding the basis and Iegal grounds associated with the Claire. -(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 Gontrac#or's insurance company for consideration and payment under the policy. If such Claim is ineligible for submission and coverage by an applicable insurance policy, City agrees to reimburse Contractor for any and all allowed Claim Expenses from a fw3ded reserve accounf ("Reserve Account") held by the City for the beneft of Contractor for 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 sa 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~apprapriated by the City for this purpose. (iv) Upon the Effective Date of Phis Agreement, Ci#y shall set up a Reserve Account of $50,000, in the amount agreed upon by City anal Contractor for risk management purposes related to the Agreement, to be utilized for paying Claim ~cpenses 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 or about December 1st each year during the term of this Agreement, to deterniine 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 VII CsENERAL TERMS AND CONDITIONS 7.l Compliance with Law. Each party shall comply with all federal, state and local laws, ordinances, rules, regulations and judicial oxders (collectively, "haws") appIicable to the performance of its obligations under this Agreement. 7.2 Confidentiali The parties agree that certain of Contractor's information with respect to the negotiation nr performance of this Agreexnn# may, if marked confidential by Contractor, constitute a trade secret or be of a proprietary business, technical, engineering, or economic nature ("Confidential Information") and will be treated as confidential by the City as privileged commercial information wader Section 552.110 of the Texas Public Information Act, Chapter 552, Texas Government Cade, if each page and sheet is clearly marked and identified as proprietary information that should eat be made available to the public. If a request is received for the information, the request and information will be forwarded to the Texas Attorney General for a determination under Section 552:301 of the Act. The City will withhold'the information 7 from the requestor under Section SS2.305 of the Aat until after the Attorney General's decision is received. The City will only release the information if. directed to do so by the Attorney General or upon f nal order of a court of law The terms of this paragraph 7.2 shall survive the termination of this Agreement. 7.3 Assignmen##, 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 increase #a the liability and/or responsibility of the non-assigning party, and (c) the assigning party remains liable far the performance of its obligations under this Agreement and the assignee agrees to be liable for perfartnance 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 Attorngvs' Fees. In the event that any action or proceeding is brought to enforce any term, covenant or condition of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, court costs and related expenses, if provided by final order of a court of law. 7.5 Nofiice. Any notice or communication required ox 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 7$406 To Express Airport Services, LLC: Express Airport Services A.ttentian: Vice President and General Counsel 700 North Sam Houston Parkway West Houston, TX 77067 or to such other pezsons 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 1Vlaaeure. 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, 8 flood, act of Gvd,. civil disorder or disturbance, strikes, vandalism, war, trot, sabotage, extreme weather or energy related closings, enforcement of governmental rules or regulations, ,beyond the reasonable control of such party, or far real or personal property destroyed or damaged due to such cause. The party claiming force 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 more than thirty (30) continuous days, Contractor or City may terminate inztnediately,~ without breaching or incurring any penalty or fee under this Agreement upon giving written notice of termination to the other. 7.7 Construction 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 or any other document incorporated herein, and tl~e terms of this Agreement, the terms of the Agreement shall govern. 7.8 Amendments to, A rat. All provisions of the Agreement shall remain in effect throughout the term thereof unless the parties agree, in a written document signed by both parties, to amend, add or delete any provision of this Ageement. 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. All provisions ofthe 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 Governin~,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 traasactians contemplated hereby, shall be governed by, construed and enforced in accordance. with the laws of the Sta#e of Texas without reference to conflict of laws principles. 7. X 1 Counterparts. This Agreement may be executed by the parties in any number of counterparts, each of which will be deemed an original instrument, but ail of which together will constitute but one and the same agreement. 7. l2 Non-Exclusive A eement. Contractor specifically understands and agrees that nothing contained in the Agreement shall be constnaed as granting or authorizing the granting of an exclusive right within the meaning af49 U.S.C. § 47103(e} and § 47107(a}(4}. 7.1.3 Subordination to Other Agreements. This Agreement is subordinate to the City's obliga#ions 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 approved in advance by City and that are associated with Contractor complying with any such agreements ofthe federal government. [Signature page fallowsj 9 1 f } EXECUTED in triplicate priginals as of the Effec#ive Da#e. roved as to farm: ~ ~~ r . ur< Asst City attcme~r for C1ty Attomsy CITY: City of Corpus Chrism B~:_ Name: Title: CONTRACTOR: Express Airport Services, LLC Nar~.e: Title: ! y I~ Exhibit A Scope of Services Services, Management, and Operations Plan l } Management a. General Manager (GM} EAS- the GM for EAS will be responsible for the overall management of the contract an a local basis. The GM will be responsible far the overall direction of the employee and contract services staff and far administering the contract with City. The GM will 6e 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 aII 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 io. 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 comply with all applicable rules and regulation of the Airport, the l~'AA, 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 staffrng 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 local 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 nortrtal working hours and be available after hours to respond to issues and customer service needs. The Supervisor will ensure that employees and subcontractors are performing according to the agreed to standards and correcting deficiencies. T1~i~ position will be responsible far maintaining a[1 human resources records. c. Supervisor, Administration- This pvsitivz~ will be primarily responsible for all of the back office procedures including but not linuted 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. Z) 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 in Exhibit A accordance with the Minimum Standards, The operation will use a mix of full time and part time staff in order to control costs and manage resources to respond to fire fluctuating nature of the ogeratioza. Ail staff will be exoss trained so as to provide far redundancy in the performing of specified duties. The following non- managementpositions are projected to be provided with EAS staff: a. Customer service agents b. Front desk c. Feelers Efforts to recruit locally for these positions wiII 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 Agreement either by EAS employees or under an authorized sub-contractor arrangement: a. Aircraft fueling and oil dispensing b. Aircraft parking, tie-down, and hangar storage services c. Radio and instrument service d. Ground services e. EAA coordination f. Other services as agreed to between the City and EAS g. Service required under the Minimum Standards. The City will be the owner and operator of the fee[ farms} and maintain responsibility for its operation and main#enance u.~aless otherwise agreed in writing by the City. and EAS. 4) Facility Use -the City will provide to EAS a1I facilities required to conduct the work included in the Agreement. EAS will execute a use form and the use will remain in effect through the Term of the Agreement. The City will assume all responsibility associated with utilities, major building maintenance and repairs. Any infrastructure repairs that may directly impact safety will be approved by the City within twenty-four hours of written notification, subject to sufficient appropriations by City. EAS will be responsible for 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, xemoval of trash to the designated location, reglaeing 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 fax any facility or land pre-existing conditions. The City will perform an environmental and siructuxal baseline analysis and provide it to EAS prior to occupancy. 5) Equipment Opera#iuxg Agreement- the City will provide ~ al1 equipment as identified in Exhibit C, as may be modified from 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 define training and 2 Exhibit A liability previsions and shall remain in effect through the Term of the Agreement. EAS shall Ynaintain City owned equipment, as identified in Exhibit C. EAS and City shall cooperate to determine equipment requirements for the operation. 6} Leasing - When a service being conducted is appropriaxe to operate independently due to liability issues ar for other reasons as defined by the City, the direct service operator will contract with the City through a lease agreement with the City. The lease will be structured such that the City and EAS will be relieved of any liability in the operation. of the service. Lease rates will be established by the City and paid directly to the City. A percentage of sales concession fee will be paid by the Iessee 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 arrangemenfs. 7} Overhead and Profit- the City will rennburse EAS for all direct expenses associated with performance of this contract. For all direc# expenses, EAS wi11 apply a five percent {5°!°) overhead factor for aII eligible expenses which is due EAS. The City shall pay EAS a profit margin of nine percent {9°1°) on the actual cost far all direct expenses {excluding insurance}. Attached as Schedule l of Exhibit A is. an illustrative example of the calculation as ou#lined. EAS will provide annual budgets in the fam3at 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-THOUSAI~ID AND 00/104 Dollars 64 000 annually, or the actual calculation of overhead and profit, whichever is greater. Under this provision, EAS is solely responsible far the EAS portion ofthe insurance deductible as outlined in Article 23. 8) Reimbursable Expenses a. Reim bursable expenses to which overhead and profit factors will be applied shall include but not be limited to the following: i, Salaries and wages ii. Benefits iii, Employee incentive programs (if applicable) iv. Uniforms v. Pemuts and fees vi. Local travel fax 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 far 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) xv. Parking for business meetings off site Exhibit A xvi, Local transportation for authorized travel (ex: taxis, shuttles, rental cars, etc.) xvii. Other items as agreed to with the City b. Reimbursable expenses that will include the overhead factor only: is Insurance premiums for the Corpus Christi FBO location only (Overhead reimbursement shall be capped at 5% of the fast year 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 c. Expenses for which neither overhead nor proft will be remitted: i. 1?roducts provided by customers and inventoried by the FBO ii. Direct leases to the City iii. Fuel far resale iv. Reimbursement far budgeted direct expenses associated with staff reduction casts v. Sales and use taxes as identified in Section 5.4 of the Airport Services Agreement. 9) Startup Costs- the City shall reimburse EAS for all startup costs associated with implementing the contract consistent with the categories identified in Section S. 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 dacumentativn of actual costs incurred. Eligible startup coats wi11 include but be limited to, travel, training, management, recnuting expenses, background checks, bodging, purchase of supplies and incidentals, advertising and other associated expenses. 1U} Budgets- At least thirty {30) days prior to the startup, a detailed staffi:gg plan and annual line-item operating budget in .a farm to be determined by the City will be agreed to by both parties. By February 15 of each year thereafter, EAS will submit an estimated operating budget far the budget components for which EAS is responsible for in accordance with this Exhibit far the next fiscal year {August 1 through July 31}which will be used as the basis to determine reimbursable costs for inclusion to the City's budgeting process with a final budget to be approved by Suly 1. All fnal budget decisions made by the City will be accepted and administered 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 profit as outlined in Article 8 for services performed). The 4 ~ L. 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 dixect and indirect costs and shall be competitively priced. EAS will adjust cos# 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 S above. 11) 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, ar 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 $300.000.00 - no incentive due. b. Budgeted return tci an increase of X300,000.01 - $600;DO1.00 in excess of budget a 10% payment of the incremental increase. c. Budgeted return to an increase from 600,001.01 - $1,000.001.00 20% a payment of the incremental increase. d. Budgeted return to an increase in excess of $i,000,140L01 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 filly percent (50%) will be paid fallowing completion of the annual auditJprogrami 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 dacumentatian an the S~' of the month for payment on or before the 15~' of the month and by the 20~' of each month with payments on ax before the last day of the month. Records for all personnel costs must be included far hours worked. Supporting docurnentatian far all reimbursable expenses must be included unless prior approval is granted by the City. 13) Subrantracting under EAS- If the services being performed are mare economically provided by a competent third party subcontractor who shall perform the same or higher level of service, EAS may subcontract far sack services subject to prior approval of the City, if asub-contract arrangement is utilized, EAS will only invoice the City for any time or services for which there is revenue being generated. Customer pricing of all sob-contractor services must be 5 a i ~ 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 identified in Article S identified above. AlI authorized subcontractors shall passers alI 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, vaithout the prior consent of the Director of Aviation or his authorized designee, to procure individual budgeted expenditures up to $10,ooa. 1S) Fuel Purchased by City for Resale- EAS will be responsible for the ordering; inventory management, reporting, and reconciliation; and dispensation of all fuel purchased by the City. Payment far fuel ordered by EA5 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 respoiasibie for acquiring and maintaining the fuel purchase contracts fnr 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 far 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 F130 accounting system for the processing of all non personnel related activity. All reports required ay the City will be generated from information contained in the Total FBO software program. I $) 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 pans required to maintain and repair customer sircrafk and bill the parts back to the customer through the Tote! FBO system. 19) Consumer Supplies- Consumable consumer supplies sucEl as oiI and lubricants will be ordered, paid for, and maintained by EAS. Usage of any such cansumables in the operation of the business will be repoxted regularly and invoiced to customers where appropriate. 2Q} Cash Management and Banking The City will establish a bank account solely for the contractors deposits. Total daily collections shall be deposited an a daily basis and be supported by the receipt anal accounting records 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 ~ 6 ~ ~ Exhibit A maintain the site to the standards as determined by the City. EAS will provide information upon request to be included 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, sha11 provide or assist EAS in acquiring any and all state, city and/or City registrations, licenses, or permits required far the operation of the FH{7. 23) Insurance Deductibles- City and PAS will endeavor to acquire the rn~ost 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 $5,000. Above $5,000, EAS ar~d City shall share each incremental dollar on a 50150 basis, the City's ~ share being subject to sufficient appropriations. rn all cases, EAS's maximum deducible contribu#ion shall be no Beater than $12,500 with the City responsible for all remaining deductible payments, subject to sufficient appropriations by City for the portion over $12,500. Attached as Schedule 3 of Exhibit A is an illustrative example of the 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 far ail services provided. Pricing far 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 irl. writing of any changes. ' a SAMPLE SCH~DUI.E 1 IiExample Overhead and Profit Calculations - FBO Contract Overhead and Praflt Calculation fivr Annual Operating Expenses Per Sections 7 & 8 of Exhibit A of the Scope at 8arvlcas apreemant Dlrecl Exoansea forwhich bath Overhead and Prg[j~wifl ba r me fitted: 5alarfea and benefits Eligible travel reiafed Supplies Office equipment Training 3tarf Up Gast Other items ria agreed to with the City of Carpus Chrlstl Total Eilgibla Dlreot Expenses Total Direct Expenses overfiaad Amount (556} Total Direct Expenses Including Rverhead Profit Amount (9%y Subtotal Remittance Dua will nclu t d factc Subcontracts forthe provision of base F80 services DANE DIRECTLY 13Y BY EAS (Examples: GSE mecharilc, AtEP mechanic, etc.) 5ottware O[her items as agreed to wish the City of Corpus Chrfsti Insurance Premiums {Capped attire tesserof8°~5 of#ha flratyears pn3mlum or 5% of the currant years premium} Total din3ct expenses thatwilf inclutle the overhead factor only: Total direct expenses t11at will include the overhead factor only: Overhead Amount (5%y Total DirecE l=xpensea frtciuding Overhead 0% Profit Amount - NiA Subtotal Remittance Duo Direct exoenaes th, t~indude , O dverhead a(P t factor: Veftide maintenance and repairs Salsa and use taxes Direct expenses associated staff raducdon ovals Other Items as agreed to with the Clty of Corpus Chrfstl Total direct expenses thatwilf Mclude the overhead factor only: Total Direct F~rpenses NOT Including Overhead or Profi# Overhead Amounl- NlA Sub#otal Direct Expenses PraBt Amount -NIA Subtotal Remittance Due Total Remittance due EAS- Operating 6rpenses Depreciailon on City owned assets Fuel far resale and for operations UHliiles Inlarast on Debt Adminlstratfon {5°k of alrpnri admirtlstratbn Salaries and frfngas plus fuH Cosfs of _~ staff directly associated with F80 operations) Other direct FSO related expanses r a texampte Ova€itead Profit Remittance Amo f Ible $ ~ 504,000 $ 10,004 $ 48A44 $ 2,500 $ 5,000 $ 25,0114 14,440 $ 58T,540 587504 5% ~ 28,375 $ 595,1375 9°~ 3 83.829 Bd9 4 25,044 15,00D T,Sna ~ 70,440 $ 117w~6, Dfl 117,600 5% ~_ 5,875 $ 123,875 45ti $ - ~ .. 123.3711 $ 25,040 $ 3,000 $ 25,40D $ 10,004 $ ~~ _86,1140 65,000 0°h $$ 85 400400 446 ~., , , S 66.040 7541100 34 260 53 828 $ 1337,679 837.879 i ~ 6 , ~ ~ SAMPLE Example Budgets, Besellae Target and Incenttvas Caleulatlon SCHEDULE? ~~ Btl.~ . (ALL F6D SERVICE REVENUES ARE RECdRDEQ pIRECTLY BY CITY DF CORPUS CHRItiTt AND Budget CDLLECTlrD BY EAS} Amount R~DtteE City of Qorpus Cirrlaf[ Relmbaraemente for Direct expenses Clfy of Corpus Christi Reimbursements for pvarhead and PrOfft Total ReE Revenues ana Salarlea and benefits Ellglble travel related Suppllae Office equlpmertt Trelning Start Up Gaeta Dther lime agreed to by the Clty of Carpus Christi with Overhead end groCt 5ubcantracta far the provlafan of base F60 services DDNE DIRECTLY BY EqB (Fxamplee; Gt3E mecttaniC, A16P mechanfo, etc,) Software tither liema as agreed to with the County with Overhead only lnsurence Premfume Vehicle msinisrtarrca [nd repairs Salsa end Use faxes Dlreel expenses relating ro atett reducttens DtheNtema as agreed to with the County vrith NO OvaAtsad or Profd Talel Reimburaseble Items Net tricome ~araua Chr7a#t FBD Budaar ~FtnaneFpt Reaartido Beats] {Based on B[neraliy Acceptatl Aaeounting PNaciptess) Example A. B[saline Target =;908,904 a e various revenuealaales Fuel Sales (Profit on Fuat Sates included in above Hne item} Totef Revenue[ eneea , FSO Contract Payments - Direct Expense Relmhuramemta FFO Contract PQymenta-Dverhead and Frofit'(tncen6ve payments nnttncludad here) 5ubrofal FgD contractor payments Dther contractor payment[ MerketinglAdvartising Depreciation on City awned assets Foal for re[Ele lJtp[tlea interesf on Debt Admirttatralion Otherd[rect FBD related expenses Total AlfpoR Expenses t3ubtatai Net Inwme Lass: rl c nt[v Examples - $900,000 [d~ 096, nend3300,n01 to $80n,00D ~ 104E & next;800,001 ro $1,OOn,aOa ar 204fi 8 over91,00,n41 ~ 30°r6 Total Contractor Inoentfves - Corpus Christi !nt'I Income ; 750,000 $ 87.879 897.879 ; 500,000 ~ ia,4D4 ~ 16,000 $ z,6aD 5,000 $ 26,Dan tp t4,aa4 $ 26,opD $ 15,400 $ 7,844 $ 7n,D40 $ 25,000 $ 6,D00 $ 25,a00 ~_ 1pA0n _; 7tt0.t}Ap ~ 87.879 Aeeaur~ Auounts NOT Sub)aet to Tatai SubJectTo incanttvria' Gelauletton of Incentive Ex empla: Flight AirporEFBQ $ 1,804,x84 $ 250,000 $ 1,754,294 $ 76p Opp t6 - ~ 76p,0o0 2,254,284 $~ 25~g00 .. _ ffi 2,604,294 . w w 3 760,000 $ - $ 75o,nn0 $ 67,879 $ _ - S 87,879 ~ 637,879 $ - $ 837,879 9 - $ 180,000 $ 780,pOp $ 5q,pp4 $ 6,Ok4 $ 55,000 S 67,604 ; - $ 57,500 7611,000 $ - $ 760,000 .200,404 $ 6,n0U $ 205,004 8 b4,040 ; ; 60,440 $ z5,4nn s - g 2s,aa4 $ 70,000 ~~ ;) 5,000 $ 15,000 to 1,980,378 ~ 205,400 3 2,766,979 ; 278,905 m~ $ 46,000 ~ ; S1Bep5 ~^~~~ $ - S - $ - ~ - $ - & >~ - a - ~ - ~ - $ _ 279,9p6 $ 45,000 ~$ 978,905 rn® ~ ~ '` 6 ~ ', ~ SAMPLE SCHEDULE 3 lifustration of Insurance Deductible Coverage for ExhibitA Example A: Deductible of $15,000 per Claim iEAS City of Total First $5,D0D (EAS Responsibilityr) Next $5,DOD (split 5D150) Next $S,DDD (city of Corpus Ch~rsti Responsibility) Total Example B: Deductible of $25,Ogq per Claim First $S,DDq (BAS Responsibility) Next $15,gDi} {split 50/5q) Next $S,ggD (City of Corpus Christi Responsibility} Tote! Example C: Deduc#lble of $40,000 per Ciaim First $5,D00 (Fr4S Responsibility) Next $15,D00 {split 50!50) Remainder (City of Corpus Christi Responsibility) Tatel $ S,ggD $ - $ S,ODq $ 2,50Q $ 2,5DD $ S,DgD $ - $ 5,DD0 $ 5,8gq $ 7,500 $ 7',SDD $ 15,DDD 1=AS City of To#al $ 5,ogo $ ~ - $ S,pDD $ 7,500 $ 7,5D0 $ 15,DOD $ - $ S,DgD $ 5,g0q $ 12 500 $ 12,aD4 $ 25,DD0 BAS City of Total Cor us $ 5,00D $D $ 5,DQ0 $ 7,50D $ 7,500 $ 16,Og0 - $ 2D,OOD $ 20,DDA $ 12,5DD _ $ ,~7,5D0 $ 40,DDq Maximum Z F~ • ~ ~ a ~_ . mmyC~C 99y~y O ~ i~ Q ~ el S z O F ~~ ~ ~ ~W ~~ o H 4 {n p ~ F r ~ ;'~• rq W ~ ~lr #~ii~t~c ~~. E+ °` G m *~ Ony °~- z ~~~~~~~ w ~ ~ a e~ ~ a ~ r~ ~ °9 CORPUS CHRISTI TNTERNATICtNAL~ATRPORT -, LliAl7lhliri[7l:F: ad7{1, f1FTlf_'fi aIb3P N5RT5 S16St 5T fLIHS I~14SC' B.lt1:,~K rl! u,ni a;,,P rnru:~ _ 112sP FA1ViIC.~Tlph Baia SI' r tt"PIi,G ! ~.~ sr H.4'1T~ Rgl')3 ran sr. n~r,T, ~,a SP 1G5Ah 01~11CE HF.CRP'.TI!?S~' t 17 SE' ?39 SP o>~I~lcl l:rl]Sf:T l5G SF kN 53 ~ sl~rcr 310 ss= IlAU]135HUP I [n*rirt. annsr IailSi~ i 1 i WGA-OF2 xOT.AL - 4,b80 SF a4 sF KITCHEN 2BT BF 6FFICE 226 SF STgRgGE 223 sf aFFrc~ 313 SF OFFICE i53 6F OFF{CE 366E 39 SF ~plyq TpR, 2158E 2263E PILDTS FLIGHT LOUNGE pIANNING t 42 $F WpFAEN3 B14 SF LQ68Y 6151' MEN3 ~~ 58 5F DOTES: ILL EXTERIOR WALLS ARE MEASURED FROM ronl<~Isn~nt~rua~r.~I,t7no]a,~ArnPal{T `~~~g I~,,, 'HE INTERIOR OF THE WALL TO 7NE WALL a~src~~~xni.AV1ArloN ~•"":'"`~`"~ ~~~^Qy~p.~ :ENTERLiNE. OFEiC&SPACE .""'i°`"~ ILL INTERIOR WALLS ARE MEASURED FROM n!l~+o~l:al"''"' 'IiE WALL CENTI=FtLINE TO WALL CENTERLINE. C:(l1t.Pl{5 [:tiE21S'.['I E~fiIB17' ii~n !"'~ fo.±sln r~~``~,T`.~ 1"r~~ cn~ car rc~~rus r:~uus~ ~ „'T", n~r~xrn2E~r ~~~ ~~~rJ.o~ ~o~i n P~~ ,..w, ^ ~. I ~ ~ + , 3 ' p+ M F {~ J !i~ ~~~~~~~ ~ ~~~..~ .~~ ~ ~~ ~ ~~ ~ vovao~~oavvoo avvv~~~~~~ovv~ fSffittl~i~3~ essarrxsxxasa z cr ~_ ~_ r ;a`..i~~ r