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HomeMy WebLinkAbout99 017 Agree - Imperial Oil THE CORPORATION OF THE TOWNSHIP OF KINCARDlNE-BRUCE-TIVERTON . BY-LAW BY-LAW NUMBER 1999 - 17 A BYLAW TO AUTHORIZE THE SIGNING OF AN AGREEMENT BETWEEN THE TOWNSHIP OF KINCARDINE-BRUCE- TIVERTON AIRPORT AND IMPERIAL OIL AVIATION DEALER . WHEREAS the Council for The Corporation of the Township of Kincardine-Bruce- Tiverton deems it advisable to enter into an Agreement with Imperial Oil for aviation fuel; NOW THEREFORE the Council for The Corporation of the Township of Kincardine- Bruce- Tiverton ENACTS as follows: 1. The Corporation of the Township of Kincardine-Bruce- Tiverton enter into an Agreement with Imperial Oil (Esso) for aviation fuel; 2. That Imperial Oil supply and service at no cost to the municipality all equipment required in this Agreement; 3. That the Mayor and Clerk be authorized to sign, on behalf of The Corporation of the Township of Kincardine-Bruce-Tiverton the Agreement with Imperial Oil attached to this by-law and to affix the corporate seal as and when required. 4. This By-law shall come into full force and effect upon its final passage. 5. This By-law may be cited as the "AirportJEsso Agreement, By-law". . READ a FIRST and SECOND time this 17th day of February, 1999. READ a THIRD time and FINALLY PASSED this 17th day of February, 1999. ~~ - /' r ~r Clerk . ~ Imperial Oil e Imper1ll OR Prod... and ChemiNla DlvIeIon 5501 EI<<:tra Road Millislauga, Onlarto CMeda L5P 181 R.L (Lome) Wedge Network Supervisor GfMleral Avtation Tel. (905) 502-7437 Fax. (905) 502-7438 Cell (416) 574-0142 June 25. 1999 R.nd Delivered WITHOUT PRIi'.-n:mll"'lr. The Corporation of the TOWIUIhip of Kincardine-Bruce- Tiverton 707 QueEIl Street, Kincardine. om N2Z 1Z9 AueotiOll: Mrs. Carol Little e BE: Aviation Dealer AtrIW!IDNtt Termination.. TIae COl'DOratioa of the TowulUo of Kiaeardine-Bruee-- 1'ivert9n..If,......U_. ~,rio Deal Mrs. Little. Further to our discussion of J\8le 2~ 1999. please be advised that we hereby prmde you notice that your Imperial Aviation Dealer Agreement dated Apri11. 1999 will be terminstM effective September 28th, 1999 per anic1e 3. . Accordingly as of September 28th. 1999. The CoJporation of the Township of Kincardine-Bruce-Tiverton will no 10118<< bawany right to carry on business as. or hold itself out as an Imperial Aviation Dealer or purdwe prorJac::t purIUIIIt to the above noted agreement. EfFective September 28th. 1999. The CoJporation of the Towubip ofKincardine-Bruce-Tiverton sbaIl cease providing products to Imperial's assigned accounts on Imperial's behalf. Also. any aDd all tJ'suIAnwl'k liceoses graated to The Corporation of the Township of KincaJ'dine..Bruce- Ti~ are terminated effective on that date. All equipmeu.t, manuals. information kits. logbooks. and guides from Imperial Oil, sball revert to Imperial Oil on September 28th, 1999 and sbaIl forthwith be retumed to Imperial Oil. I will be on site after the termin4&ion did:e to mcilit,.e the removal of all IqJerial Oil assets. In addition. aD Imperial Oil sipgelideatification must be removed by the end ofbusiness September 28th. 1999. If1\n1her CIarificatiOll is required, please CODtact 1he writer. ~ ~W~ e KiDOIfdiDe tam.doc 99106124 e e KINCARDINE T & T AIRPORT IMPERIAL OIL NORTH YORK ONTARIO SEPTEMBER 30,1999 ATTENTION: (1 ) DAVID MILLER (2) CHRISTINE BARNES THIS IS TO NOTIFY YOU THAT ESSO HAS DECOMISSIONED THE KINCARDINE AIRPORT FROM THEIR SERVICE AS OF SEPTEMBER 28, 1999. MR. BRAD MILLS WAS HERE AT THE AIRPORT ON SEPTEMBER 28, 1999 AND I RETURNED ALL THE BOOKS AND UNUSED PAPERWORK WITH HIM. AS OF THAT DATE PLEASE REFRAIN FROM SENDING ME PAPERWORK AND FAXES FROM ESSO. ALONG WITH THE AIRPORT AND MYSELF WE HAVE THOROUGHLY ENJOYED WORKING WITH THE GROUP AT ESSO. I HAVE SAW MANY CHANGES IN THE PAST FEW YEARS BOTH AT ESSO AND AT MANY SMALLER AIRPORTS, AND I WAS SADDENED TO HEAR THAT ESSO WAS PULLING THEIR DEALERSHIPS. IN THE FUTURE I DO HOPE THEY WILL CONTINUE BACK ON LINE WITH THEIR TRAINING PROGRAMS AND CONVENTIONS. WE ALL LEARNED A LOT OF EXTREMEL Y IMPORTANT INFORMATION OUT OF THESE SESSIONS, AND THEY SHOULD NOT BE TOSSED ASIDE. CHRISTINE I WISH YOU ALL THE BEST IN YOUR FUTURE ENDEAVORS AND I WILL MISS YOU ALL AS WELL. OVER THE PAST 9 YEARS I HAVE HAD PLEASURE OF MEETING A LARGE NUMBER OF ESSO EMPLOYEES AND EACH AND EVERYONE HAS CONTRIBUTED A LOT OF GREAT INFORMATION TO THEIR COMPANY. WITH THIS I CLOSE AND HOPEFULLY SOMETIME THE SMALLER AIRPORTS DOWN THE ROAD CAN WORK WITH ESSO IN THE FUTURE. SINCEREL Y /~~ 5t?~ CAROL LITTLE AIRPORT MANAGER R R 2, KINCARDINE, ONTARIO N2Z 2X4 . (519) 396-4454 . (519) 396-9642 (FAX) '~ hnperialOil ~ . :, . " . . .. . ;'" . ' e Site Close Out CIMiau.. The Corporation of the Township of'KlncardlnHilruce- Tiverton Kin~lne Airport, Klnenine. Ontwlo . Asaet DescrIption (Miscellaneous Auell) Metal Containment Pails FSII Test Kit: Refradometer Sample Bottles Clear and Bright Jars Fire Extinguishers (plant) Unused Sample Cans Density Test Kit: Thennometer Hydrometer Density, Wheel \ Sample COntainer _ Mini Monitor KIt (mllllpore) .POS Mlchlne Unused AitWor1d Invoices Unused Milllpore Matched Fitters Unused Hydroklts Water Indicating Paste FuellndlcBtlng Paste Unused Filter Cartldges: Plant Mobile other: e close out.xlslrtw .. Qua,ntity Kincardine Imperlll ,/ . ......... v V 1998/08124 v' V ~L :1111' V"" )( ')( X N1A 1 " /' III ~. .."" e (Operations Manuals I Documents) Esso Aviation Operations Standards: / Copy'" .:IJ ~1?' I Esso Aviation Plant Logbook I Emergency Contingency Plan: V Copy ." f/! '3 f/ I '" Aviation Fuelling Handling Training Program: Video Tape Set (Copy'" ) /~~-~ V , Software Disks (Copy'" ) Dally Inventory Control Manual Tank Dip Charts V EECO System Operating Manual WHMIS Training System: Video Training Tape J V' Workbooks V TOG Video Training Tape Aviation Alert Notices Schematic Drawings e Other: -' Credit Card Imprinter ......... Avgas dip in em = liters N/A , Water dip in em :II CD temp of NlA Jet A1 dip in em = liters N/A Water dip in em III CD temp of NlA , Copy of dip chart attached N/A Received from The Corporation of the Township of Kincardine.Bruce-Tiverton on .1999 On behalf of Kincardine On behalf of Imperial Oil Limited e close out.xlslr1w 2 . .;' ':I' . . -I.:." \'f" ~.' .. 1999/06/24 . e e ~/;P G-IlOJ YY\ /: 7 ~ h 5 weV ~ G/NlY5 Brenda French To: Gladys Munro/Kincardine@Kincardine cc: Subject: Re: Esso Imperial Oil agreement[J 12/18/2006 09:58 PM Please ask Carole if she knows whether this agreement was formally terminated by way of letter etc. If not, this should likely be done/confirmed with Esso just to bring this agreement tv d ....Iose. Brenda Gladys Munro Gladys Munro 12/18/200604:08 PM To: Brenda French/Kincardine@Kincardine cc: Subject: Re: Esso Imperial Oil agreement Hi Brenda: Just forwarding this to you now but, it can wait until after your vacation I think. I haven't rec'd any info from Naraco but, I had not asked Carol Little to check into this so I will await directions from you, once you have returned from vac. and had an opportunity to look at this. Thanks, Gladys -- Forwarded by Gladys Munro/Kincardine on 12/18/2006 03:55 PM - tit airport@bmts.com 12/15/200606:54 AM To: GMunro@kincardine.net cc: Subject: Re: Esso Imperial Oil agreement > Hello Gladys: Imperial Oil came in, it has to be 6 or more years ago, and said they were not supplying airports our size because of not enough sales. If we were Toronto Internation, Toronto Island, Sudbury, Thunder Bay with large aircraft we would still have Esso or Shell fuels. Their salesman took what belonged to Esso and therefore we have had nothing more to do with them. They even came with a truck to sawed off the sign. So therefore there is nothing here for Esso Imperial Fuels. There are no small airports with Esso anymore. Now we have 3 suppliers in southern Ontario who I can phone or email and get the lowest prices for fuel delivery. This is why I do not want the municipality to sign any more agreements with one certain dealer. Airport managers of smaller airports all have the ability to call dealers for the best price of the day or week. That way I can call the price per litre between the companies. If you really want to know the truth the other 3 companies that we (the municipal airports) buy off, they get their fuel from either Esso or Shell. I emailed Sandy at Naraco to give you a quote on airport insurance too. Hope you got . e e an answer from her too. Thanks Carol Hi Carol: > > Thanks for returning the AON Reed Stenhouse Inc. application form to me > Dec. 11, 2006. In regard to your comment that we are now purchasing fuel > from the supplier with the lowest price. Brenda has asked that I check > with you and see if the "Imperial Aviation Dealer Agreement" has > therefore, been cancelled by giving the required 90 days written notice. > Also could you confirm that there is no equipment or facilities owned by > Imperial on the municipal property at the airport? > > Thanks, > Gladys > > . -- I..L... i.1 qu /... :...ti\..n Fuel~pplication '-... Z~ <.~.""' ." " . ,,'.... . :i\7-" >" \'~ '-"'''--. Name Address Telephone Fax ./ ~ Dealer since -i!ojU ?/J ~ ~ &-. c r Q./'-hL<7>'-~ {? 7"' ,,.., . \,,"'/Fuel Sales - Jet Fuel & A vgas: ~Actuallitres for last 12 months (figures subject to verification) ::;"3j 5 3 9 \/Projected Iitres for next 12 months . -:J-S; (JO{) Hangarkeepers Liability: Limit each aircraft Limi t each occurrence --~--"""""""-.--'---~_.'--"" ../" Any accidents / incidents in your airport operations which resulted in an insurance claim during . "1\1- G the past 5 years ? Yes y No r, · \)' ~ J . p- , 't .' . f}" If yes1 please provide brief details including dollar amount ofloss . - , ' ~--'---..........-----...........- ._------... Date coverage required Cv...rH......J..4 j.i"\- J)/",c-"- . I"'-~, ~ liD ohoo /01 Has any Insurer ever cancelled1 declined or refused to renew this type of insurance: Yes No If yes, please provide details: -----~-------~---~-~~-- ---------------.-- .............-..'-~-........- I declare that the statements and declarations gi Yen are true. This application does not commit Aon Reed Stenhouse lnc. or underwriters to any liability and does not make the applicant liable for any premium unless and until coverage is bound. - Signature of Applicant Date e ~ Aon Reed Stenhouse Inc. #2700. 125 - 9th Avenue SE, Calgary, AB, T2G OP9 PH: (403) 267.7010 Fax: (403) 267-7045 geQtfmc william{ti:aon,ca staceY.lZeilZercaaon. ca \ I ~SS~ Imperial Oil . IMPERIAL AVIATION DEALER AGREEMENT Location: 055481- The Corporation of the Township of Kincardine-Bruce-Tiverton THIS AGREEMENT made as of the 1st day of April, 1999 between IMPERIAL OIL, a partnership ofIMPERIAL OIL LIMITED and McCOLL-FRONTENAC PETROLEUM INC., having an office at 111 St. Clair Avenue W. Street Toronto, Ontario City (hereinafter called "Imperial") MSW lK3 Postal Code . and The Corporation of the Township of Kincardine-Bruce-Tiverton (hereinafter called the "Dealer") carrying on business at Kincardine Airport (hereinafter called the "Premises") WHEREAS Imperial is engaged on a national basis in the sale and distribution of high quality aviation petroleum products under the nationally and internationally known Esso trademarks; . WHEREAS Imperial has undertaken extensive research to develop high quality aviation products and has created exceptional aviation consumer demand for products it offers to the general aviation market; WHEREAS Dealer recognizes the aviation consumers' acceptance ofImperial's quality products and recognizes the importance of maintaining high standards of product quality at the Premises to maintain the value of the Esso trademarks. WHEREAS Imperial requires the services of a party to provide aviation petroleum products to Imperial Customers; . . . -2- AND WHEREAS Dealer desires to engage in the business of selling Imperial aviation products as an Imperial Aviation Dealer at the Premises in accordance with the terms and conditions of this Agreement; NOW THEREFORE in consideration of the foregoing and of the covenants and agreements hereinafter set forth, Imperial and Dealer agree as follows: Article 1: Definitions 1.0 I In this Agreement (a) "Facilities and Equipment" and "Facilities or Equipment" means the storage facilities, dispensing equipment, trucks, buildings, structures and improvements used for the storage, handling or dispensing of Products, regardless of ownership; and "Facilities" means the storage facilities, buildings, structures and improvements referred to in this definition; (b) "Imperial Customer" means a customer designated by Imperial and with whom Imperial has an arrangement or agreement for the provision of Products; (c) "Loaned Facilities and Equipment" and "Loaned Facilities or Equipment" means the storage facilities, dispensing equipment, trucks, buildings, structures and improvements listed in Schedule "A", as amended by Imperial from time to time; (d) "Products" means Imperial aviation fuels and such other aviation petroleum products distributed by Imperial or its affiliated entities from time to time to Imperial aviation dealers; (e) "Trademarks" means the tradenames, trademarks, designs, graphics, logos and other commercial symbols ofImperial (including the Esso trademarks), as Imperial may from time to time designate, to be used in connection with Dealer's aviation business hereunder. Article 2: Appointment 2.01 Imperial hereby authorizes Dealer to sell Products at the Premises as an Imperial Aviation Dealer in accordance with and subject to the provisions of this Agreement and Dealer hereby accepts such authority. The sale of such Products shall be made by Dealer as principal for its own account. 2.02 Imperial hereby also authorizes Dealer to service Imperial Customers in accordance with and subject to the terms of this Agreement and Dealer accepts such authority. Dealer acknowledges that Imperial reserves the right to sell and deliver Products to Imperial Customers by such means as it may select. · · · -3- Article 3: Duration of Agreemeut 3.01 This Agreement shall come into force and effect as of the date it is made and shall, subject to sooner termination as herein provided, continue in force and effect until terminated by either party giving to the other party at least ninety (90) days prior written notice of termination. Article 4: Supply aud Purchase of Products 4.01 Subject to this Agreement, Imperial agrees to sell to Dealer its entire requirements of Products. It is agreed that Imperial shall not be obliged to construct any additional storage facilities on the Premises unless Imperial expressly agrees in writing to do so. 4.02 Dealer agrees to purchase from Imperial for sale at the Premises its entire requirements of aviation fuels and such other aviation petroleum products for the types, grades and brands of such fuels and products distributed by Imperial or its affiliated entities from time to time to Imperial aviation dealers, except to the extent Imperial has consented in writing to Dealer purchasing from others. Dealer agrees to accept delivery in accordance with Imperial's distribution standards and schedule in effect for the area. 4.03 Adjustment in volume owing to differences in temperature shall be made, by Imperial, where applicable, in accordance with tables published in the ASTM 1250 as supplemented or amended from time to time. Article 5: Delivery and Title 5.01 Title to and risk of loss of Products shall pass to Dealer at the place of delivery, that is: (a) with respect to deliveries of Products to Facilities, at the time the Products passes the inlet flange of the storage facility, and (b) with respect to pick-up of Products by Dealer from supply sources designated by Imperial, at the time the Products passes the flange on the loading rack delivery arm. Article 6: Products Warranty 6.0 I Imperial warrants that all Products sold to Dealer hereunder shall at the time of delivery conform to the specifications from time to time established by Imperial for such Products. Article 7: Products Pricing and Payment 7.01 The prices payable by Dealer for the Products shall be Imperial's applicable aviation wholesale posted prices, or such other prices as Imperial may from time to time substitute, in effect at the time and place of each delivery. -4- · 7.02 The prices hereunder are exclusive of all present and future taxes, duties, charges and fees of whatsoever nature (including, without limitation, all government and airport charges, licenses and fees) which shall be borne by Dealer. 7.03 Dealer agrees to pay cash for all Products purchased from Imperial upon delivery. Dealer further agrees to comply with any other terms of payment established by Imperial from time to time, including, if credit is extended, the payment of interest and service charges on overdue accounts at the rate specified by Imperial. 7.04 In addition to Imperial's termination rights hereunder, if Dealer fails to make any payment for Products whðlt such payment is due, Imperial may, at its option, cancel Dealer's credit or may defer or cause cancellation of deliveries until such non- payment is remedied by Dealer. Article 8: Retail Credit System 8.0 I Dealer agrees to furnish its customers with the retail credit system or systems provided or designated from time to time by Imperial, and to comply with the terms, conditions and regulations relating thereto. For greater certainty, the parties agree that any commission or charge payable under such system shall be paid by Dealer. · Article 9: Services for Imperial Customers 9.0 I Dealer agrees to deliver Products to Imperial Customers ("Into Plane Services") for the fees set out in Schedule "B", which Schedule may be amended from time to time by Imperial. Imperial shall apply taxes, as applicable, to the fees payable. 9.02 When providing Into Plane Services, Dealer shall sell the Products to Imperial at the prices in effect for such Products under Article 7 at the time of delivery to Imperial. Delivery to Imperial shall occur at the point in time immediately prior to delivery of the Products into the plane or storage vessel of the Imperial Customer. Title to and risk of loss of all Products delivered hereunder by Dealer to Imperial Customers shall remain with Dealer until delivered to Imperial. 9.03 Dealer agrees to report to Imperial with respect to Into Plane Services in the manner prescribed from time to time by Imperial. 9.04 At its option, Imperial shall pay for Products by replacing the Products in Dealer's inventory and/or by exercise of the right of set-off against Dealer's account. · Article 10: Operating Standards 10.01 For the purpose of maintaining the quality of Products provided hereunder and protecting and maintaining the high quality of products associated with the Trademarks, Dealer agrees to implement standards and procedures designed to ensure product quality at all times during the storage, handling and dispensing of Products, and for such purpose, agrees to comply with the following minimum requirements as may be amended in writing, from time to time by Imperial: · - 5 - (a) Dealer shall maintain the Facilities and Equipment in a safe and sound condition and in a state of good working order and repair and in so doing shall, without limiting the generality of the foregoing, comply with the requirements of the Plant Log Book, Mobile Log Book and Imperial's Aviation Operations Storage Manual (AOSM), all as amended in writing, from time to time by Imperial; (b) The Facilities and Equipment shall be used by Dealer for the sole purpose of storing and handling Products supplied or permitted by Imperial hereunder; (c) Dealer agrees to comply with all laws, rules and regulations of municipal or other government authorities relating to the Facilities and Equipment; (d) With respect to Facilities and Equipment which are not loaned Facilities and Equipment, Dealer agrees to pay all rates, licences, fees, assessments and taxes which may be levied against it by municipal or other governmental authorities; (e) · Dealer shall, at its expense, obtain all necessary permits, licences, easements, rights-of-way, leases and other rights necessary to permit the installation, maintenance, use or removal of Facilities and Equipment, other than Loaned Facilities and Equipment, on the Premises; (f) Dealer shall keep on and maintain in a clean condition any displays of Trademarks or sign ofImperial- which are or may be furnished by Imperial; (g) Dealer undertakes and agrees to properly train and establish a system of periodic refresher training for all personnel involved in the loading, handling and delivery of Products to ensure that they are proficient in safe operating procedures and product quality control in accordance with the AOSM, as amended. Dealer agrees to cause its employees to participate in such training programs as Imperial may specify; (h) Dealer shall maintain product quality at all times by carrying out the specific product quality control checks outlined in the AOSM and applicable log books, as amended from time to time by Imperial; (i) Dealer shall properly maintain and update the AOSM logbooks and daily flight records supplied by Imperial; · G) Dealer agrees to report any abnormal quality of Products, unsafe practices or unsafe Facilities or Equipment to Imperial immediately upon becoming aware thereof and shall exercise due diligence in overcoming any problems in connection therewith; (k) Dealer shaH comply with the Dealer's Operations Integrity Management Framework requirements set out in Schedule "C"; - 6- (I) Dealer shall comply with all written instructions provided to Dealer by Imperial frotn time to time. · 10.02 Imperial and Dealer shall bear the costs associated with these operating standards in accordance with the terms relating to costs and expenses contained in the Plant Log Book and Mobile Log Book. 10.03 Dealer acknowledges having received copies of all written materials referred to in this Article and undertakes to comply with the terms and conditions provided therein as they may be amended from time to time. Article 11: Loaned Facilities and Equipment 11.0 I Subject to the terms and conditions of this Agreement, Imperial agrees to provide Dealer access to and use of the Facilities and to lend to Dealer the Equipment listed in Schedule "A" and Dealer acknowledges receiving possession of the Loaned Equipment listed. · 11.02 Title to and ownership of the Loaned Facilities and Equipment will remain with Imperial. Dealer agrees not to alter, part with possession of, encumber, lease or sell the Loaned Facilities or Equipment. Dealer agrees not to affix any part of the Loaned Facilities or Equipment to the Premises in such a way that they become a fixture, without the prior written consent ofImperial and of any person now or hereafter having an interest in the Premises, to the end that Imperial may remove the Loaned Facilities or Equipment as herein provided. 11.03 Dealer acknowledges having examined the Loaned Facilities and Equipment prior to the commencement of this Agreement and shall examine immediately upon receipt Loaned Facilities or Equipment replaced or substituted pursuant to Section 11.04. Unless Dealer notifies Imperial of any particulars of which it is not satisfied, within fourteen (14) days of the commencement of this Agreement or within fourteen (14) days of receipt of the replaced or substituted Loaned Facilities or Equipment, Dealer shall be deemed to be satisfied with the Loaned Facilities and Equipment. Dealer agrees that, if it does not give such notice, or if after giving such notice Imperial corrects the particulars in the notice, Dealer shall indemnify Imperial from and against all claims and demands for loss, damage or injury in respect of the Loaned Facilities and Equipment, unless such claims or demands arise by reason ofImperial's negligence or any defect in the Loaned Facilities or Equipment, for which Dealer had given Imperial prompt written notice of such negligence or defect. · 11.04 Imperial has the right at any time to enter the Premises and repossess, remove, replace or substitute any of the Loaned Facilities or Equipment, and any replaced or substituted Loaned Facilities or Equipment will be subject to all the provisions of this Agreement. Any Loaned Facilities or Equipment repossessed or otherwise removed shall be returned to Imperial in as good condition as when Dealer received it, reasonable wear and tear and damage by fire, lightning or tempest excepted unless caused by the negligence or willful act or omission of Dealer, its servants, employees or agents. -7- 11.05 The Loaned Facilities and Equipment shall be kept at all times at the Premises except to the extent Dealer requires it for use off the Premises for carrying on its operations under this Agreement. · 11.06 Imperial shall pay all rates, licences, fees, assessments and taxes which may be levied against it by municipal or other governmental authorities relating to the Loaned Facilities and Equipment. 11.07 Imperial shall, at its expense, obtain all necessary permits, licences, easements, rights-of-way, leases and other rights necessary to permit the installation, maintenance, use or removal of Loaned Facilities and Equipment on the Premises. Article 12: Environmental Protection and Safety 12.01 Notwithstanding anything in this Agreement, Imperial may at any time, without liability to it, cease to deliver any Products to Dealer if in Imperial's opinion the delivery to Dealer of such Products may constitute a hazard to life, property or the environment. Imperial shall not be obliged to deliver any Products to Dealer until Imperial is satisfied that such hazard does not exist or has ceased to exist. Further, Dealer agrees: (a) to take all actions, including those required by law, to remedy any hazards, and · (b) that ifImperial does or causes the doing of any act to remedy any hazard, whether or not the acts are required by law, Dealer will pay Imperial for all costs and expenses incurred by Imperial for the doing of that act. 12.02 Dealer agrees to comply strictly with all Imperial requirements respecting safety of storing, handling and dispensing petroleum products and other inflammable, explosive or corrosive substances, including without limitation, the requirements provided for in Article 10, notwithstanding that such requirements may exceed those imposed by law. 12.03 Dealer covenants and agrees to immediately notify Imperial of any and all environmental problems, leaks, escapes, or any other environmental incidents that occur during the operation of its business hereunder, and further covenants and agrees to give immediate notice of such incidents to the appropriate municipal, provincial and federal authorities, if required under the applicable laws and regulations. · 12.04 Dealer acknowledges that there are inherent risks involved in the handling of aviation fuels and agrees that it shall implement all necessary procedures and practices to ensure that its workers are fit to perform work. In addition, Dealer agrees to comply with any alcohol and drug program which Imperial may subsequently introduce for the Dealer and its workers. -8- Article 13: Trademarks · \3.01 Subject to the provisions of this Agreement, Imperial grants to Dealer and Dealer accepts a non-exclusive right and licence to use the Trademarks during the term of this Agreement and only in association with the sale, distribution and advertising of Imperial's Products. 13.02 Imperial shall be entitled to determine in its sole discretion the use and display that may be made of the Trademarks at the Premises and on any Products, Facilities or Equipment or other moveable assets, and Dealer agrees to comply with Imperial's requirements. \3.03 Dealer agrees not to do or permit the doing of anything to endanger Imperial's Trademarks, and agrees to comply with Imperial's requirements with respect thereto. 13.04 Dealer shall not erect or display on the Premises any signs that show petroleum products made or sold by Imperial's competitors or any signs that in Imperial's opinion are unethical, improper or do not meet acceptable business standards. · \3 .05 Dealer shall participate in all promotional campaigns initiated or sponsored by Imperial and shall comply with Imperial's prescribed standards when advertising Products distributed by Imperial and agrees to subject proposed advertising copy, etc. to Imperial for approval before publication and use. \3.06 No products other than those sold or supplied by Imperial or a supplier approved in writing by Imperial will be kept or sold by the Dealer under any Trademark without Imperial's prior written consent. Article 14: Dealer Business 14.0 I It is expressly understood and agreed that Dealer will carry on its business pursuant to this Agreement as an independent contractor in the pursuit of an independent calling and not as an employee or servant of Imperial. 14.02 All expenses in connection with Dealer's operation shall be borne by Dealer including, but not limited to the payment of all fees, charges, taxes and assessments imposed by government,.municipal, airport or other authority in respect of his operations hereunder. · 14.03 Dealer will carry on the business of retailing Products and servicing Imperial Customers as provided hereunder at the Premises and in doing so will supply prompt, efficient and courteous service and satisfy all reasonable demands therefor. Article 15: Dealer's Books and Records 15.01 Dealer shall maintain in accordance with Generally Accepted Accounting Principles (GAAPP) such books and records in respect of its operations under this Agreement . . . - 9- as Imperial may from time to time stipulate and as may be necessary for the proper recording of transactions between Imperial and Dealer under this Agreement. 15.02 For the purpose of ensuring Dealer's compliance with the terms of this Agreement and verifying any transactions hereunder, Imperial or its authorized agent or representative shall have upon reasonable notice the right to enter upon Dealer's business property and audit Dealer's business records, accounts and other documents relating to the matters provided for hereunder and to take copies thereof. 15.03 If any such audit indicates an error in any charges or allocations made to Imperial pursuant to this Agreement, Dealer shall promptly remedy same. Article 16: Right of Entry and Inspection 16.01 Dealer agrees that Imperial shall have the right to enter upon the Premises at all reasonable times to: (a) perform its obligations and exercise its rigbts under this Agreement; (b) inspect for compliance with the terms of this Agreement; and (c) add to, remove from, modify, vary or replace any Loaned Facilities or Equipment (including underground tanks and equipment). Article 17: Liability and Indemnification 17.01 Dealer shall: (a) be liable to Imperial for all loss, costs, damages and expenses whatsoever which Imperial may suffer, sustain, payor incur; and, in addition; (b) indemnify Imperial against all actions, proceedings, claims, demands, loss, orders, costs, damages and expenses whatsoever which may be brought against, imposed upon or suffered by Imperial or which it may sustain, pay or incur; as a result of or in connection with the performance, purported performance or non- performance of this Agreement, including without limitation, Dealer's use and occupation of the Premises and any Loaned Facilities or Equipment, except to the extent they are occasioned by the negligence or willful misconduct ofImperial, its agents, or employees. Notwithstanding any provisions to the contrary, Dealer's liability to Imperial in respect of loss or damage to Loaned Facilities or Equipment shall not exceed the sum of five thousand ($5,000) dollars anyone occurrence. Article 18: Insurance 18.01 Without in any way limiting the liability of Dealer under this Agreement, Dealer shall keep in force during the term of this Agreement its normal and customary - 10- insurance covering liability arising out of Dealer's operations under this Agreement, which insurance shall include, without limitation: (a) Comprehensive General Aviation Liability Insurance including premises liability, products liability including refuellers liability, and, as appropriate, hangar keepers' liability covering the liability of Dealer (other than liability arising from the operation of vehicles owned by Imperial) for bodily injury and property damage arising from Dealer's operations under this Agreement with limits of not less than Two Million ($2,000,000) Dollars inclusive anyone occurrence. . . (b) Third Party Liability Insurance including pollution liability and environmental impairment liability insurance with limits of not less than One Million ($1,000,000) Dollars inclusive anyone occurrence. (c) Automobile Liability Insurance covering bodily injury and property damage arising from Dealer's use of vehicles owned and used by Dealer in the operation of its business under this Agreement with limits of at least One Million ($1,000,000) Dollars inclusive anyone occurrence. . 18.02 Without in any way limiting the liability of Dealer under this Agreement, Imperial shall obtain and keep in force Excess Comprehensive Aviation Refuellers Liability Insurance which it will make available at no cost to Dealer respecting Dealer's refueling operations under this Agreement. Such insurance shall be on such terms as Imperial deems appropriate and shall be in excess of the insurance maintained by Dealer under \8.01(a). 18.03 Without in any way limiting the liability of Imperial under this Agreement, Imperial shall keep in force during the term of this Agreement automobile insurance for general liability, collision and comprehensive liability for bodily injury and property damage arising from Dealer's use of refueling vehicles owned by Imperial and operated under the terms of this Agreement with limits of not less than Ten Million ($10,000,000) Dollars inclusive anyone occurrence. 18.04 Upon request by Imperial, Dealer shall supply Imperial with evidence of the insurance required under 18.0 I. These policies shall contain a waiver of subrogation in favour of Imperial, its subsidiaries, agents and employees and shall be endorsed to provide that in the event of any change which could affect the interests ofImperial or in the event of cancellation, the insurer shall give Imperial thirty (30) days prior written notice of such change or cancellation. Article 19: Business Standards ,. - 19.01 Dealer agrees to comply with all laws regulations. rules, by-laws, orders, ordinances and other laws applicable to the business to be carried on under this agreement by the Dealer or to the Premises, including, without limitation, the competition laws of Canada and all other federal and provincial laws relating to competition. 19.02 Dealer agrees that all financial settlements, reports and billings rendered to Imperial under this Agreement shall properly reflect the facts of all activities and . . . - II - transactions handled for Imperial's account, and may be relied upon as being complete and accutate in any further recording or reporting made by Imperial for any purpose. 19.03 Dealer shall notify Imperial in writing promptly upon discovery of any failure to comply with this Article. Article 20: Termination 20.0 I Imperial may terminate this Agreement forthwith upon written notice to Dealer: (i) in the event that Dealer is in default of any of its obligations or responsibilities under this Agreement; (ii) if Dealer ceases to carry on the business of selling Imperial aviation fuels and other products as an Imperial Aviation Dealer on the Premises for any reason not set out in Article 21; (iii) if Dealer shall become bankrupt, insolvent or commits any act of bankruptcy as defined under any bankruptcy law, or if any of the goods or chattels of Dealer shall at any time be seized or taken in execution or attachment by any creditor of Dealer; (iv) if Dealer ceases to actively manage and control the Imperial Aviation Dealership or, if Dealer is a corporation, in the event Dealer's controlling shareholder sells, gives, disposes of or in any way parts with shares of the capital stock of the Dealer and, as a result, no longer controls the Dealer; or if such controlling shareholder ceases to actively manage and control the business of the Dealer; (v) if Dealer is convicted of any criminal offence, whether or not related to the busIness carried on hereunder; (vi) in the event of the termination of any other agreement between Imperial and the Dealer; (vii) in the eventthe Dealer or, if the Dealer is a corporation, in the event Dealer's controlling shareholder engages in any other business at the Premises which is similar to Dealer's business hereunder, either directly or indirectly, and either personally or as a member, shareholder, agent, employee, officer or director of any corporation, partnership or other entity and without the prior written consent ofImperial. and Imperial's right shall arise in each instance, as often "as same shall occur and notwithstanding any previous waiver. 20.02 Upon termination or expiry of this Agreement, Dealer shall thereupon cease to be an Imperial Dealer and, in addition to any other provisions of this Agreement and consequences in law, Dealer shall immediately: . - 12- (a) pay to Imperial all monies owing to it; (b) deliver to Imperial possession of Loaned Facilities and Equipment and return to Imperial the Loaned Equipment all in as good condition and state of repair as when Dealer commenced the use of or received possession of same, reasonable wear and tear unless caused by the negligence or the willful act or omission of Dealer, its servants, employees or agents; (c) cease to use and, ifImperial so requires, shall at its expense remove or paint over Trademarks and colour schemes ofImperial, in default whereof Imperial may enter upon the Premises by its servants or agents and remove or paint over same. (d) return to Imperial all confidential and proprietary information, policies, manuals, log books, advertising and promotional material, whether written or electronic, that have been received from Imperial pursuant to this J\greeDlent;and (e) return all computer software to IDlperial, including all copies of software and related manuals. Article 21: Force Majeure . 21.01 (a) (b) . Neither party shall be deemed to be in default of or shall be liable for the non-performance of any covenant, agreement or obligation in this AgreeDlent (except Dealer's obligation to pay for product delivered hereunder) if such non-performance is caused by or attributable to fire, storm, flood, war, hostilities, sabotage, blockade, explosion, accident, strike, lockout, work stoppage or slowdown, labour disturbance, riot, rebellion, insurrection, act of God or the Queen's enemies, act of any government authority, expropriatWn of or breakdown of or injury to any facilities used in or for the production, transportation, manufacture, storage, handling or delivery of Products or the crude oil or other materials from which the Products are manufactured or derived (the "crude oil"), or any occurrence (whether similar or dissimilar to any of the foregoing) which is beyond the reasonable control of the party affected, failure of one or more of IDlperial's usual suppliers to supply Products or the crude oil, shortage of the Products or the crude oil for any reason, or compliance with any law, rule, regulation, order, request or recommendation of any governmental authority, dODlestic or foreign, or person purporting to act therefore. Whenever for any reason referred to in clause (a) of this Article or for any other reason whatsoever Imperial's supplies of a Pro!jucts which are available for sale or delivery at or from the place or places from which deliveries under this Agreement are normally made or shipped or Imperial's supplies of crude oil from its then existing sources of supply are curtailed or cut off or are inadequate to meet Imperial's obligations to all its customers and its own needs and those of its affiliated entities, or whenever Imperial has reasonable cause to believe that any such event may occur, Imperial may either discontinue deliveries of the Products hereunder or may reduce - 13 - . the quantities of the Products to be sold under this Agreement by allocating its available supply of Products among its customers (whether under contract or not) and itself and its affiliated entities in such manner as it may in its sole discretion determine practicable, and Imperial shall not be obliged to obtain or purchase other supplies of the Products or the crude oil. (c) If for any reason Imperial shall suffer any loss or reduction of transportation capacity in those facilities by which Imperial normally makes deliveries under this Agreement, Imperial's obligation under this Agreement to make deliveries shall be reduced in proportion to such loss or reduction in transportation capacity. (d) Imperial shall be under no obligation to make deliveries at any time when in Imperial's sole judgment it has reason to believe that the making of such delivery would be likely to cause strikes to be called against it or cause its properties to be picketed. Article 22: Waiver . 22.0 I No waiver of any of the covenants, agreements or obligations in this Agreement shall be construed as a waiver of any succeeding breach thereof or of any other covenant, agreement or obligation in this Agreement, and no delay or omission on the part of either party to exercise any right acquired through the default of the other shall be construed as a waiver of or shall impair such right. Article 23: Non-Competition 23.01 During the term of this Agreement, Dealer agrees not to engage in any other business at the Premises which is similar to Dealer's business hereunder, directly or indirectly, and neither personally nor as a member, shareholder, agent, employee, officer or director of, any corporation, partnership or other entity, without the prior written consent ofImperial. Article 24: Notices 24.01 Any notice to be given hereunder shall be .in writing and delivered by hand, mailed by registered mail or sent by fax to: (a) Dealer at the Premises or such other address as Dealer in Canada shall designate in writing; . (b) Imperial at its head office located at Imperial Oil Limited, III St. Clair Avenue West, Toronto, Ontario, M5W 110 to the attention of the Imperial aviation manager. 24.02 Any such notice shall be deemed to have been given and received, if delivered, on the first (1st) business day following the date of delivery; if mailed by registered . . . - 14- mail, on the fifth (5th) business day following the date of posting; and, if faxed, on the first (1st) business day following the date of transmission. Article 25: Confidentiality 25.01 Dealer shall keep confidential all information or data, including policies, promotional material and contractual particulars, furnished by Imperial or otherwise acquired by Dealer through the performance of this Agreement. 25.02 Clause 25.01 shall survive the termination of this Agreement or the expiration of its terms for a period of five (5) years. Article 26: Successors and Assigns 26.01 This Agreement and any rights granted hereunder shall not be transferred, conveyed, sold, assigned or otherwise disposed of, in whole or in part, by Dealer without the prior written consent ofImperial. Imperial may assign this Agreement to a partner to the Imperial partnership, a parent or subsidiary of a partner to the Imperial partnership or a partnership composed of any of the foregoing. 26.02 Except as otherwise provided herein, this Agreement shall enure to the benefit of and be binding upon the parties hereto and their heirs, executors, administrators, successors and perm itted assigns. . 26.03 If Dealer dies, or, if Dealer is a corporation and the controlling shareholder dies, this Agreement shall terminate thirty (30) days after the death. The executors or administrators of Dealer or of such controlling shareholder may extend the thirty (30) day period up to, but not more than, a total of ninety (90) days after the death, by giving notice in writing to Imperial. During the time after the death and prior to termination, the executors or administrators may operate the business on the Premises subject to the terms and conditions of this Agreement. Notwithstanding this clause, the term of this Agreement shall not, after the death of Dealer or such controlling shareholder, extend beyond the termination or expiration of this Agreement as provided in Articles 3 or 20. Article 27: Interpretation 27.0 I This Agreement shall be read with such changes in number and gender as the context or the reference to the parties hereto may require. 27.02 The Article headings are inserted for convenience of reference and shall not govern or affect the interpretation of this Agreement. 27.03 This Agreement consists of this document and the following Schedules: Schedule "A" - Loaned Facilities and Equipment; Schedule "B" -Into Plane Service Fees; Schedule "C" - Dealer's Operations Integrity Framework; and - 15 - all such documents, manuals, guidelines and other information as are referred to herein and as amended by Imperial from time to time. . 27.04 This Agreement supersedes all previous agreements, whether written or oral, between the parties. 27.05 Except as otherwise provided in this Agreement, this Agreement and the Schedules contain the entire agreement between the parties and may not be amended except by written agreements of both parties. 27.06 This Agreement shall be governed by and construed in accordance with the laws and regulations applicable in the province where the Premises are located. IN WITNESS WHEREOF the parties hereto have d¡;jy executed this Agreement as of the day and year first above written. Witness: ~ 12 P 1rðL- IMP'"'''' r,bY '" ="'1!;,g ,'''""'- Imperial Oil . ltej A - Per: .K~ . . Date: s.¡g.A~~ (print) f'\AJ-(1I. ?o\,"Itt1 Name: Witness: p~ The Corporation of the Township of Kincardine-B~e- Tiverton Per: Q,....... ......\-..('o "\ Name: R. G.itAI-\-I4KA (print) IY\r, ."..I~ c( ( '" C C-LE it" Date: ," Witness: /? A~~ Per: . IIwe have authority to bind the Dealer. - 16- . ~SS~ Imperial Oil . . . :;..~ SCHEDULE "A" - LOANED FACILITES AND EQUIPMENT TO IMPERIAL A VIA nON DEALER AGREEMENT made the 1st day of April, 1999, between Imperial and The Corporation of the Township of Kincardine-Bruce-Tiverton ("Dealer"). Location: 055481 - Kincardine Airport Effective the .is!=. day of _~ I , ~. FACILITIES: Imperial agrees to provide Dealer with access to and use of the following fixed facilities, subject to the terms and conditions of this Agreement and Dealer acknowledges same: Equipment # of Units Above Ground Tanks 0 Below Ground Tanks 0 CabinetsIDispensers 0 Filter Equipment 0 Buildings (List) 0 Signage EQUIPMENT: Imperial agrees to lend Dealer the following mobile equipment, subject to the terms and conditions of this Agreement and Dealer acknowledges receipt of same: I TrucksIMobiles o ""-- IMPERIAL OIL, by its managing partner, ::ERIALO~L . $.€> A \-eAJ.-N (¡¡ri!'t) ~"'" ?o, I"'" Name: Date: ~ "., '- .-. - ~. -- //1... -.. The Cor¡Í~~~n of the Township of Kincardin~ce- Tiverton ~~ Per: Q? ..{tt"'~'t¡ Per: ~ ~4 Name: f:torcJ.Ct'\ ý:,a¿¡ rc 11 Date: (YVJ. rí J.. q <: ,,-- ..¢? £-..rr.. h a 1M M.nl '-.( a ¡qC{ , Name: Date:" - 17- . ~SS~ Imperial Oil . . . SCHEDULE "B" TO IMPERIAL A VIA TION DEALER AGREEMENT made the 1st day of April, 1999 between Imperial and The Corporation ofthe Township of Kincardine-Bruce-Tiverton ("Dealer"). INTO PLANE SERVICE (IPS) FEES Location: 055481 - Kincardine Airport Imperial Customer Customer No. IPS Fee (cpt) Product Issued by Imperial per: ~ Effective the day of - 18 - . ~SS~ Imperial Oil . SCHEDULE "C" TO IMPERIAL A VIA nON DEALER AGREEMENT made the 1st day of April, 1999, between Imperial and The Corporation ofthe Township ofKincardine-Bruce-Tiverton . ("Dealer"). DEALER'S OPERATIONS INTEGRITY MANAGEMENT FRAMEWORK (OIMF) Location: 055481 - Kincardine Airport Dealer agrees to comply with the following requirements: . Process and Facilities Information Documentation o Implement the WHMIS and TDG programs o Maintain and ensure operating permits, regulations, codes, workplace standards are on sitè o File records for operations, training, incidents, maintenance and inspections Personnel and Training o Train all personnel to meet operating standards, legal requirements and applicable Imperial policies. o Ensure only Aviation Fuel Handling Training (AFHT) certified personnel refuel aircraft. Operations and Maintenance o Implement required operating, inspections and maintenance procedures and maintain manuals to ensure safe operations. o Ensure all critical controls/shutdown systems are operational and employees trained in their operation. o Reporting records of wastes/emissions to meet operating permits, license, legislation and corporate requirements. . Incident Investigation and Analysis o Report immediately to Imperial and retain on file all incidents and significant near misses involving aviation fuel, fuel handling or operations involving Loaned Facilities or Equipment. . . . - 19- CQmmunity Awareness and Emergency Preparedness o A current Emergency Response Plan must be on file. o Minimum emergency response equipment must be operational and on site. Employees must be trained in equipment use. Management of Change Dealer shall not make any of the following changes without prior written approval of Imperial Oil. o Additions, deletions or modifications to Loaned Facilities or Equipment. o Operations outside approved ranges (e.g.: compounding, temperature, throughput, etc.) including the introduction of new substances. o By-pass of facilities that would normally be in operation, including the defeat of safety, health or environmental critical systems/equipment. o Adjustment of instrument or alarm setpoints outside approved ranges. The following reference documents, which Imperial may amend, substitute, or add from time to time, will assist in meeting these requirements: o Aviation Operations Standards Manual (AOSM) o Transportation of Dangerous Goods Document o WHMIS Document o Aviation Fuel Handling Training (AFHT) Program o General Aviation Contingency Plan o Aviation Plant and Cabinet Log Book o Aviation Mobile Equipment Log Book o Tank Inventory Control Record o Policy and Procedure as Communicated Through "A V ALERTS" Issued by Imperial per: tL. Effective the 30 day of ,~. /""t4II.t 1+ ~~ Imperial Oil . Imperial Oil Products and Chemicals Division 5501 Electra Road Mississauga, Ontario Canada L5P 1B1 S. Brian Ahearn Sales Manager General Aviation Tel. Fax. April 12, 1999 The Corporation of the Township of Kincardine-Bruce- Tiverton 707 Queen Street Kincardine, Ontario N2Z lZ9 . Dear Associate: Re: Imoerial Oil Aviation [)PAler Am:ement Enclosed is a fully executed copy of the ln1perial Oil Aviation Dealer Agreement complete with Schedule A - Loaned Facilities and Equipment and Schedule B - Into Plane Service (IPS) Fees. Please note the Schedules are as of the effective date of the Dealer Agreement. Also enclosed is an executed mutual termination letter with regard to your previous aviation agreements. Thank you for your prompt execution of the documents. If you have any questions, please do not hesitate to contact your network supervisor. ¡4rIY, . S. Brian Aheam . cc: L.Wedge Enclosure . . . . VIA COURIER February 23,1999 The Corporation of the Township of Kincardine-Bruce- Tiverton 707 Queen Street Kincardine, Ontario N2Z 1Z9 Re: The Corporation of the Towuhlp of KincardiDe-Bnce- Tiverton Further to our recent discussions, we wish to confinn the following changes to our business relationship, all as mutually agreed to between Imperial Oil ("Imperial") and The Corporation of the Township of Kincardine-Bruce- Tiverton. Imperial and The Corporation of the Township of KincardiDe-Bnce- Tivertou have mutually agreed to terminate the Imperial Oil Aviation Dealer Agreement dated June 17, 1991, and the Imperial Oil Equipment Loan Agreement dated, August 27, 1998, effective the close of business on April I, 1999. Imperial and The CorporatioD of the Towuhip of Kincardine-Bnce- Tiverton shall sign an Imperial Oil Aviation Dealer Agreement ("Dealer Agreement") to take effect the close of business on April I, 1999. Kindly acknowledge your agreement to the foregoing by executing this letter. Should you have any questions, please do not hesitate to contact your Network Supervisor. " Imperial Oil, by its~'~ Imperial Oil Limited . . . . '. '''./--'' Dealer .::,. , <¡:;z ~ v,,'\".n .. . The Corporatioî;'ofthe Township of Kincardine-B~- Tiverton " Date: ..Miì-", \.... q ( 0.01 Witness: f,.wr.ú1U..L~ R. Date: ~ H· 10, l,qL Witness: -4U )~ 061 ..