Loading...
HomeMy WebLinkAbout108-01 RESOLUTIONI RESOLUTION NO. 108-01 0 A RESOLUTION TO PROVIDE AUTHORITY FOR THE CITY OF FAYETTEVILLE TO ALLOW 30 -DAY CREDIT BILLING FOR FUEL PURCHASES, TO AUTHORIZE PURCHASE OF THE CURRENTLY STORED FUEL AT DRAKE FIELD, TO APPROVE AN INSURANCE CONTRACT FOR THE CITY FOR ITS FIXED BASE OPERATION ACTIVITIES, TO ADD TWO PART-TIME STAFF FOR FIXED BASE OPERATION ACTIVITIES AND TO APPROVE A BUDGET ADJUSTMENT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council authorizes the City and Airport Administration to allow leaseholders at Drake Field a thirty -day credit billing for purchases of aviation fuel. Section 2. That the City Council authorizes the City to purchase all stored fuel at the Drake Field Fuel Farm at its initial cost. Section 3. That the City Council approves and authorizes the Mayor to sign and pay for an insurance contract covering potential liability for the City for activities associated with it assuming the Fixed Base Operations (FBO). Section 4. That the City Council approves the increase of two part-time staffing positions for the Airport to help with the FBO activities and increased hours of operation of Drake Field. Section 5. That the City Council approves a budget adjustment (attached) to fund all above agreements, contracts, employees and activities as well as the ordinance to purchase aviation fuel from Phillips 66. PASSED and APPROVED this the 31st day of .Tule 2001. APPROV C . � `�� B) V4, DANCOODY_ I , A n - tr Woodruff, City r LI NAME OF FILE: Resolution No. 108-01 CROSS REFERENCE: Ordinance No. 4326 0 07/31/01 Resolution No. 108-01 08/01/01 Branded Aviation Dealer Sales Contract with Phillips 66 Company 08/01/01 Copy of the Aviation Refueler Lease Agreement with Phillips 66 Company 07/31/01 Departmental Correspondence to Mayor Coody and Fayetteville City Council, from Gary Dumas, Utilities Services Department Director, regarding FBO Operations 07/31/01 Staff Review Form NOTES: 30033200 BRANDED AVIATION DEALER SALES CONTRACT L] This contract is by and between PHILLIPS 66 COMPANY, a division of Phillips Petroleum Company ("Phillips") and symbols. A product is "branded" if a brand is on it or its CITY OF FAYETTEVILLE ARKANSAS ("Buyer"). WHEREAS, Phillips refines and markets aviation fuels; and WHEREAS, Phillips is willing to sell to Buyer and Buyer is willing to buy such products for resale, subject to the terms hereof; NOW THEREFORE, in consideration of the mutual promises set out below, Phillips and Buyer agree as follows: 1. DEFINITIONS. a. "brand" means any and all trademarks, servicemarks, logotypes, emblems and other commercial symbols. A product is "branded" if a brand is on it or its container or is displayed in association with it. b. "contract year" means a period of 12 months beginning on an anniversary date of this contract. C. "estimated maximum quantities" or "EMQ" means quantities of Products which Buyer and Phillips have initially agreed upon, based on their estimates of anticipated availability of Products from Phillips and upon their estimates of anticipated need for Products by Buyer. The parties stipulate that these estimates are necessary and reasonable in order for Phillips to plan supply operations. d. "imprinter" means a Phillips 66 issued seven monetary digit credit card imprinter together with its numbered imprinter plate. e. "Phillips' sign" means any sign, emblem, decal, graphic representation or other rendition of any Phillips brand. f. "Phillips products" means any petroleum products sold under a Phillips brand. The term includes, without limitation, Products as defined in g. below. g. "Products" means those petroleum products sold by Phillips to Buyer under this contract. 2. TERM. Ci The term term of this contract shall begin on 08/01/2001 and shall end on 9;?FSW2992 unless otherwise cancelled by either party giving ninety (90) days advance written notice to the other party. 3. SALE AND PURCHASE. a. Subject to other pertinent provisions of this contract, Phillips shall sell, and Buyer shall purchase, for each contract year of this contract, the Products and estimated quantities identified on Attachment I, attached hereto and incorporated herein by this reference. Upon thirty days written notice, Buyer shall have the right to request a change in the quantities listed on Attachment I to reflect projected actual requirements. If Buyer requests a change for any month which is greater than 15%, the requested change shall be subject to Phillips' consent. Otherwise, such requested changes shall become effective on the date designated by the Buyer. b. Phillips is obligated, subject to availability of fuels and to the terms, provisions and limitations contained in this contract, to supply Products up to but not in excess of, the estimated maximum quantities specified in Subparagraph 3a. above during the respective month(s) of the term; however, the parties recognize that from time to time Buyer may desire to purnhase quantities of Products during a given month in excess of or less than the specified quantities. Buyer shall place orders fcr Products so as to permit deliveries in substantially equal increments through each month. Should Phillips agree to sell Buyer Products during any particular month in excess of the specified quantities for that month, Phillips may at its discretion reduce the specified or permitted quantities in the ensuing month(s) by an amount equal to the excess sold to Buyer. 4. DELIVERIES AND SHIPMENTS. a. Phillips shall deliver Products to Buyer in no less than transport truck lots at or from supply sources designated by Phillips. Deliveries shall be made during the normal operating hours for each such supply source. Delivery shall be on a point of origin or destination basis at Phillips' option. From time to time r' 1 Phillips may designate for Buyer: (i) different or additional supply sources; (ii) the types or grades of Products available from each supply source; and (iii) the volume of Products to be supplied from each supply source. b. If deliveries are made at supply sources, Buyer shall be responsible for transportation. All transportation equipment that enters any supply source must meet all standards applicable at that supply source. There shall be no split -loading of Products. Only one grade of Product shall be loaded or transported in any transport truck at any one time. C. If Phillips experiences a reduction or unavailability of any grade or type of Products for any reason not limited to causes beyond Phillips' control, Phillips may, but is not obliged to, designate a temporary alternate source of supply and/or offer Buyer temporary substitute Products. Phillips also may reduce the quantity to be delivered to Buyer to the extent necessary for Phillips to allocate equitably its available Products to Phillips' branded customers (including Buyer) and to locations owned by Phillips, directly or indirectly affected by such reduction or unavailability. If this Paragraph is invoked, this contract shall not be extended, but quantities specified herein shall be adjusted accordingly. No notice is necessary to invoke this Paragraph. d. Buyer elects to determine the quantities of Products delivered by the method checked: _(i) Volumetric measurements of Products as actually loaded and measured at the supply source; or 6-00 Volumetric measurements as determined immediately above but corrected in volume for temperature to a 60F. basis or such other temperature or temperature -compensated basis as may be established under applicable law, in accordance with applicable ASTM -IP Petroleum Measurement Tables. After the first contract year, the Buyer may upon 30 days written notice to Phillips change the method of measurement once each contract year. 5. CLAIMS. a. Buyer shall give Phillips notice of any claims for defect in quality or shortage in quantity within 24 hours after the relevant Product is delivered. Buyer shall inspect delivered Products and, whenever possible, any equipment used to make the delivery in order to determine the cause of any defects or shortage in time to notify Phillips within the time specified above. Buyer's failure to comply with these requirements shall waive any claims by Buyer against Phillips for defect or shortage. b. If Buyer gives notice of defect in quality, Buyer shall give Phillips the opportunity to test the Product in question. If the Product is found to have been contaminated while in Phillips' custody, Phillips shall pay for such test. If, the Product is found to have been contaminated after it has left Phillips' custody, Buyer shall pay for such test. 6. PRICE. a. Buyer shall pay Phillips for Products delivered hereunder at Phillips' established price to branded aviation dealers for the particular Products, effective on the date of shipment. b. If Phillips incurs, pays or collects and remits to any taxing authority any tax (other than a tax on overall net income or on capital employed), license fee, inspection fee, or other charge imposed on or measured by gross receipts from Products sold, or on the production, manufacture, transportation, storage, sale, use, or other handling of Products or any component thereof or on this contract, Phillips shall add such tax, fee or charge to the price paid by Buyer. Phillips' failure to add any such tax, fee or charge to the invoice shall not relieve Buyer of liability therefore. Buyer shall reimburse Phillips for any interest or penalty resulting from incorrect or delinquent certification or reporting made by the Buyer. C. Phillips may assess a delinquency charge on all overdue sums owing to Phillips. Such delinquency charge shall be determined in accordance with applicable law and Phillips' established delinquency charge policy in effect on the date of delivery. If Buyer fails to comply with payment requirements, Phillips may suspend deliveries until Buyer pays all sums due hereunder. 8. STANDARDS. a. In addition to compliance with all safety, environmental, and other pertinent laws and regulations, Buyer shall comply with Phillips' standards at all times. Phillips retains the right to revise such standards at any time and from time to time. Buyer shall have a reasonable time after notice thereof to comply with any such revisions. b. Phillips may enter upon Buyer's premises at any time and from time to time during normal business hours for the purpose of inspecting to verify Buyer's compliance with this Paragraph 8. 9. CREDIT CARD CHARGES. a. Phillips is not obligated to continue in effect any credit card program, but while it does Phillips will accept credit card charges made in accordance with the terms of the Phillips 66 Aviation Credit Card Directory by authorized holders of credit cards approved by Phillips at locations authorized to accept such charges. Phillips may revise any part of its Aviation Credit Card Directory from time to time. The Phillips 66 Aviation Credit Card Directory is incorporated herein by reference, and Buyer's violation of its terms is a breach of this contract which entitles Phillips to charge the invoices involved back to Buyer's account. b. If Buyer's credit card transactions are to be processed electronically in conjuction with the Phillips 66 Credit Card Center in Bartlesville, then Attachment ll, providing the terms and conditions pertaining to such electronic processing, is attached hereto and incorporated herein by reference. 10. TRADEMARKS AND BRANDS. a. Phillips hereby permits Buyer to use and display Phillips' brands, in accordance with the terms of this contract. Phillips retains all right, title and interest in Phillips' brands, and in any goodwill associated therewith. Buyer acknowledges that Phillips' brand rights are valuable assets. Buyer shall use and display Phillips' brands solely in the manner which Phillips prescribes or approves. b. Upon termination or non -renewal of this contract, Buyer shall immediately stop using in any manner any Phillips signs or brands. Nothing herein shall be deemed a lease or license by Phillips of its brands. C. Buyer shall protect Phillips' brand rights. (i) Buyer shall not allow at any of its Phillips branded locations any activities or merchandise which are illegal or morally offensive or which otherwise bring Phillips' brand into disrepute. Buyer shall not engage in any other activities, whether similar or dissimilar to those described in the previous sentence, which impair or violate Phillips' brand rights. (ii) Buyer shall not sell or offer for sale any petroleum products which are not Phillips products ("other product") under any Phillips brand or any brand confusingly similar to a Phillips brand or under circumstances which would lead the public to believe such products are Phillips products. Buyer shall not (1) mix, blend, or dilute any Phillips product with any other product or with any other Phillips product without Phillips' prior consent, (2) sell or offer any other product as being a Phillips product, or (3) alter, contaminate, adulterate or mislabel any Phillips product in any manner. If Buyer violates any part of this Paragraph, Phillips may terminate Buyer's right to use or display Phillips' signs or brands and may remove any Phillips signs and imprinters which may be in place. d. If Buyer purchases any petroleum products other than Phillips products, Buyer shall keep such products segregated from Phillips products. Buyer shall transport, store, distribute and sell such other products in such manner as to avoid any misunderstanding by the public that such products might be Phillips products. e. Phillips may at any time alter any Phillips brands. If Phillips discontinues marketing any brands of Products in any area where Buyer markets, Phillips shall be relieved of all obligation to sell or deliver such discontinued brands of Products to Buyer; however, any other brands of Products which replace discontinued brands shall be covered by this contract. f. Phillips, its agents and contractors may enter any location of Buyer in order to interview employees, to inspect, test, sample or do other things permitted under this contract, and to remove Phillips signs and imprinters under Paragraphs 11 and 12, respectively. 0 11. SIGNS AND EMBLEMS. 0 a. Subject to Paragraph 10, Buyer may inform the public that Buyer has Phillips branded products for sale. For such purpose, Phillips provides to Buyer Phillips' internally lighted plastic Phillips 66 shield sign(s). b. Phillips shall, at its expense, furnish, install and remove all signs. Buyer shall, at its expense, provide utilities to the base of each sign and maintain and repair such signs as required by Phillips. In the event maintenance and/or repairs to a sign become necessary, Buyer shall perform or cause to be performed such maintenance/repairs within 30 days of the occurrence of the need therefore. C. Buyer shall use such signs solely for the purpose of informing the public that Phillips products are for sale. Buyer shall not sell, encumber, damage or dispose of any Phillips sign. Buyer shall be responsible for loss or damage to Phillips' signs, normal wear and tear excepted. does not market d. Either party may terminate this contract with respect to Phillips' signs either totally or partially, at any time without cause by giving the other party at least 30 days prior written notice, and Phillips may remove any signs. e. Buyer may not place any Phillips sign at any location without Phillips' prior consent. 12. IMPRINTERS. a. Phillips shall at its expense provide imprinter(s) to Buyer for the purpose of accepting credit card purchases on credit cards approved for such use by Phillips in accordance with the provisions of Paragraph 9 above. b. Buyer shall not sell, encumber, damage or dispose of any Phillips imprinter. Buyer shall be responsible for loss or damage to Phillips' imprinter(s), normal wear and tear excepted. C. Phillips may replace imprinter(s) from time to time with equipment of like quality. d. Either party may terminate this contract with respect to Phillips' imprinter(s), either totally or partially, at any time without cause by giving the other party at least 30 days prior written notice. Upon termination, Buyer shall return imprinter(s) to the location designated by Phillips. e. Buyer shall not place any Phillips imprinter at any location without Phillips' prior consent. 13. QUALITY ASSURANCE OBLIGATIONS. a. Buyer. shall maintain the quality and purity of all Products sold to it hereunder. Without limiting the generality of the foregoing, Buyer shall check petroleum product tanks for water contamination daily. If Buyer finds any contamination, water or otherwise, Buyer shall immediately take corrective action and shall notify Phillips. b. All motor fuel sold hereunder to Buyer is for use by Buyer in its own vehicles and not for resale. Buyer is placed on notice that Phillips does not market a motor fuel suitable for aviation use. 14. STORAGE TANKS, PIPES AND DISPENSERS. a. Buyer acknowledges that spills, overfills, release or escape of any Products from storage tanks, pipes or dispensers can constitute a serious environmental and safety hazard. Buyer shall observe all laws and regulations pertaining to handling, storage and distribution of Products and to the release or escape thereof. Without limiting the generality of the preceding sentence, Buyer shall observe the laws and regulations pertaining to inventory control, to leak testing and detection, to inspection, certification, and notification of compliance with applicable local, state, and federal laws, regulations, and standards for underground storage tanks, pipes and appurtenances, to construction, installation, operation, maintenance, repair, replacement and closure of tanks, pipes and dispensers, to actions correcting and remediating the escape of Products, and to financial responsibility.