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HomeMy WebLinkAbout2010-09-27 10-338 ORDERCOUNCIL ACTION Item No. ri g Date: September 27, 2010 Item/Subject: ORDER, Authorizing Execution of ExxonMobil Avitat Dealer Agreement with Western Petroleum Company Responsible Department: Airport Commentary: The Bangor International Airport and Western Petroleum currently have an ExxonMobil Avitat Dealer Agreement. This agreement outlines the terms and conditions set forth to operate the airport's Fixed Base Operation (FBO) as an ExxonMobil Avitat brand to include terminal facility standards, complying with fuel quality control and inspection standards and allowing signage to convey to the general aviation public a high quality product, service and facility. This agreement has expired on July 31, 2010 and both Parties are interested in executing a new agreement for a term of three (3) years. There are no other major changes to the terms and conditions from the original agreement. Rebecca Hupp Department Head Manager's Comments: This has been reviewed by the Airport Committee and is recommended for appro I Interim City Manager Associated Information: Order, Agreement Budget Approval: Finance Director Legal Approval: Introduced for _x_ Passage First Reading Referral Solicitor Page i of 1 Assigned to Councilor - Palmer September 27, 2010 CI`T'Y OF BANGOR (TITLE.) ORDER, Authorizing Execution of ExxonMobil Avitat Dealer Agreement with Western Petroleum Company WHEREAS, The City of Bangor owns and operates the Bangor International Airport; and WHEREAS, The City of Bangor purchases from Western Mobil Company a supply of ExxonMobil branded aviation fules and offers the same for resale to general aviation customers; and WHEREAS, The parties had been operating under an agreement that expired on July 31, 2010; and WHEREAS, it would be advantageous to both parties to execute a new agreement. NOW, THEREFORE, BE IT ORDERED BY THE CITY COUNCIL OF THE CITY OF BANGOR, That Robert W. Farrar, Interim City Manager, is hereby autorized on befhalf of the City of Bangor, to execute an Avitat Dealer Agreement by and between the City of Bangor and Western Petroleum in substantially the form as attached hereto and in a final form as approved by the City Solicitor or Assistant City Solicitor. IN CITY COUNCIL September 27, 2010 Pa d CITY CLERK #10-338 (TITLE] Authorizing Execution of onMobil Avitat Dealer Agreement with stern Petroleum Company Assigned to rt f no 0 WESTERN DEALER AVITAT AGREEMENT THIS AGREEMENT is entered into by and between WESTERN PETROLEUM COMPANY, a Minnesota corporation ("WESTERN") and City of Bangor, a Maine Municipality ("DEALER") as of June 15, 2010. WITNESSETH WHEREAS, DEALER is or will be operating as a fixed base operator ("FBO") on certain areas at Bangor International Airport (collectively, the "Premises") covered by a lease or other operating agreement between Bangor International Airport and DEALER; and WHEREAS, the DEALER Premises are or will be used for general aviation terminal and hangar purposes, and DEALER is or will be operating on the Premises as an FBO offering services, as provided in Schedule A, to the general aviation trade; and WHEREAS, DEALER is or will be purchasing from WESTERN a supply of EXXONMOBIL- branded aviation fuels in accordance with a Western Petroleum Company Fuel Supply Agreement and is or will be offering same for resale to such general aviation customers at the Premises; and WHEREAS, WESTERN desires to provide EXXONMOBIL-branded aviation fuels through independent dealers that will offer first-class fuel and related services to general aviation customers under the trade names, trademarks and service marks "EXXONMOBIL" and "AVITAT" owned by ExxonMobil Oil Corporation ("BXXONMOBIL") and its affiliated companies (collectively referred to as "ExxonMobil Marks"); and WHEREAS, WESTERN and EXXONMOBIL desire that the ExxonMobil Marks convey to the general aviation trade a high-quality product, service and facility; and WHEREAS, DEALER has requested the right to use and display the ExxonMobil Marks in connection with its FBO business on the Premises in accordance with the terms hereof, and WESTERN, having been authorized to do so by EXXONMOBIL, is willing to grant to DEALER such rights in consideration of the services offered or to be offered by the DEALER. NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to the terms and conditions set forth below. ARTICLE I TERM AND PREMISES This Agreement shall be effective for an initial term of three (3) year(s) beginning on June 15, 2010 and ending on June 14, 2013, subject to earlier termination or cancellation as herein provided. Upon expiration of the initial term, this Agreement shall extend thereafter in accordance with the terms of the Western Petroleum Company Fuel Supply Agreement unless and until terminated by either party in accordance with Article VII of this Agreement. This Agreement shall apply only to DEALER's operations at the Premises. Doc# 3214852\3 I - _38 ARTICLE II TRADEMARKS AND IDENTIFICATION A. The parties agree that ExxonMobil Marks shall convey to the general aviation trade the existence of a facility at the Premises that offers comprehensive aircraft services and ExxonMobil-branded fuel products which meet the highest standards of quality and performance for general aviation related services and fuel requirements. B. The parties acknowledge that identification and recognition of an EXXONMOBIL AVITAT facility shall be accomplished through the use of consistent and recognizable sign design and offering of services. DEALER agrees to operate its fixed base terminal and related areas in a manner consistent with the license granted herein and compatible with the quality and performance standards set forth in this Agreement and Schedule A, extending optimum efforts to develop and maintain high standards of quality control, customer service and satisfaction. DEALER shall use its experience and best efforts to promote and maintain such high standards to protect the value of the EXXONMOBIL Marks and to conduct its business in a manner that will promote the confidence of general aviation customers in the EXXONMOBIL Marks and the products and services provided thereunder. DEALER shall take no action that will dilute or diminish the value of the EXXONMOBIL Marks. WESTERN on behalf of EXXONMOBIL has authorized DEALER to use the EXXONMOBIL Marks in reliance on DEALER's assurances of service and performance as set forth in this Agreement and Schedule A. ARTICLE III RIGHT TO USE A. WESTERN on behalf of EXXONMOBIL hereby grants to DEALER a non- exclusive, royalty free license to use the ExxonMobil Marks in connection with DEALER's FBO operations on the Premises during the term of this Agreement, subject to the provisions contained herein. Immediately upon the termination or cancellation of this Agreement for any reason, DEALER shall cease and forever abstain from using the ExxonMobil Marks and shall return to WESTERN or EXXONMOBIL, in accordance with instructions from WESTERN all documents, instructions, manuals, logs, display items, signage, equipment and other items bearing the ExxonMobil Marks. DEALER's license to use the EXXONMOBIL Marks shall immediately terminate upon the termination or cancellation of this Agreement. Notwithstanding any provision in this Article IIIA to the contrary, nothing in this Article III.A shall affect DEALER's right under any other effective written agreement between DEALER and WESTERN that authorizes use of any trade name, trademark, service mark, brand name or other name owned or used by EXXONMOBIL in EXXONMOBIL's business other than Avitat. B. EXXONMOBIL reserves the right at any time during the term of this Agreement or otherwise to change, alter, amend or eliminate any of the ExxonMobil Marks. C. DEALER shall not represent in any way that it has any right in or title to the ownership of such marks or to the registrations thereof. DEALER shall obtain advance approval of WESTERN of the form and manner in which the EXXONMOBIL Marks shall be used and shall not, at any time, do or suffer to be done any act or thing that might in any way impair those 2 Doc# 321485213 1 :308 rights in and to such marks and any registrations thereof. DEALER shall not, either directly or indirectly, at any time challenge the ownership in and to such marks or the validity of any registrations thereof. DEALER acknowledges that all use of the EXXONMOBIL Marks as permitted by this Agreement will inure to the benefit of EXXONMOBIL. D. DEALER agrees that WESTERN, or its designees, shall have the sole responsibility for taking such action as may be necessary or desirable to preserve and protect the goodwill appertaining to the EXXONMOBIL Marks. DEALER shall cooperate with EXXONMOBIL in the protection of the EXXONMOBIL Marks by informing WESTERN, or its designees, of any encroachments, infringements or misuses of such marks which come to DEALER's attention. DEALER further agrees to notify WESTERN promptly of any pending or threatened litigation involving the ExxonMobil Marks of which DEALER becomes aware. As between DEALER and WESTERN, any litigation with a third party involving the EXXONMOBIL Marks shall be at the expense of and under the complete control of Western or its designees. E. The provisions in this Article III do not modify or replace any term or condition in the Western Petroleum Company Fuel Supply Agreement or any Aviation Equipment Lease between DEALER and WESTERN with respect to the proper use of and restrictions on DEALER's use of any trade name, trademark, service mark, label, brand name, insignia or imprint owned or used by EXXONMOBIL in its business. ARTICLE IV QUALITY CONTROL, INSPECTION AND AVITAT STANDARDS A. DEALER shall maintain high product quality at all times and shall perform all product quality control checks as specified in the Western Petroleum Company Fuel Supply Agreement, including any amendments thereto, and in any other written instructions as provided by WESTERN from time to time. B. DEALER shall maintain in proper form all manuals, log books, and daily aircraft records, as provided by WESTERN and EXXONMOBIL, for the purpose of entering, on a daily basis, accurate information relating to product quality, equipment condition and aircraft movements on the airport. C. DEALER shall comply with all applicable laws, ordinances, rules and regulations of governmental authorities having jurisdiction over DEALER's FBO operations and business at the Premises. D. DEALER shall comply with the Avitat Standards set forth in Schedule A hereto. E. WESTERN and EXXONMOBIL shall each have the right to inspect DEALER's facilities to determine whether the quality of the products and services sold by DEALER under the ExxonMobil Marks at those facilities and the display of the ExxonMobil Marks is consistent with the terms of this Agreement. Doc# 321485213 l;, :i38 ARTICLE V INDEMNIFICATION DEALER shall indemnify, defend and hold WESTERN and EXXONMOBIL harmless from and against any and all claims, costs, demands, liabilities, suits, actions, judgments, and recovery (including, without limitation, all court costs and attorney's fees) asserted by a third party for or on account of damage to property or injury (including death) to anyone including, without limitation, employees of WESTERN and EXXONMOBIL, arising out of DEALER's negligent or willful acts or omissions, except to the extent caused by the negligent or willful acts or omissions of WESTERN or EXXONMOBIL. Where damage to property or injury (including death) is attributable to the joint negligence or willful acts or omissions of WESTERN or EXXONMOBIL and DEALER, DEALER expressly agrees to indemnify WESTERN and EXXONMOBIL in proportion to DEALER's share of such negligence or willful acts or omissions. ARTICLE VI TRANSFER OF INTEREST This Agreement, including, without limitation, any right or obligation of DEALER hereunder, may not be assigned, sublet, mortgaged, sold or pledged by DEALER in whole or in part, or by operation of law or otherwise, without the prior written consent of WESTERN, which consent shall not be unreasonably withheld. ARTICLE VII TERMINATION AND CANCELLATION A. This Agreement may be terminated by either party for any reason without cause by giving the other party at least ninety (90) days' prior written notice thereof. B. Either party shall have the right to cancel this Avitat Agreement should the other party default in the performance of any of the terms or conditions hereof. WESTERN or DEALER, as the case may be, shall give the other party written notice of such default, and if such default is not remedied within fifteen (15) days after such notice, this Agreement shall be cancelled effective on the expiration of such 15 day period. The parties agree that any failure to or default in performing any obligation of WESTERN or DEALER under this Avitat Agreement shall constitute good cause for the other party's election to cancel as provided in this Article VII.B, and that all such obligations shall be considered as substantial and material. Notwithstanding the preceding provisions of this Article VII.B, WESTERN's right to cancel this Agreement for DEALER's failure to adhere to the Avitat Standards as set forth in Schedule A shall be governed by Article VII.F.2 below. C. If DEALER's right to occupy or use a substantial part of the Premises should cease or terminate for any reason, either party may cancel this Agreement at any time upon fifteen (15) days' prior written notice to other party. D. If (1) the Western Petroleum Company Fuel Supply Agreement between WESTERN and DEALER for the supply of ExxonMobil-branded aviation fuel at the Premises ceases to exist or otherwise is terminated for any reason without being renewed, extended or 4 Doc# 321485213 10 '138 replaced by a new contract, or (2) DEALER does not have a reasonable supply of EXXONMOBIL-branded aviation fuels as required by Schedule A, this Agreement shall terminate automatically. E. Notwithstanding the provisions of Article IX.A below, should any provision of this Agreement be determined by a final judgment of a court of competent jurisdiction to be contrary to law, either party may cancel this Agreement upon fifteen (15) days' prior written notice to the other party. F. This Agreement may be cancelled and terminated by WESTERN, solely at WESTERN's option, upon the occurrence of any of the following events: DEALER shall abandon the Premises; or 2. Except as otherwise mutually agreed by the parties in writing, DEALER shall fail to adhere to Avitat Standards set forth in Schedule A. In the event DEALER fails to adhere to the Avitat Standards, WESTERN shall follow the procedures set forth in Schedule B prior to terminating this Agreement. ARTICLE VIII NOTICES All notices required or permitted by this Agreement shall be written and shall be deemed to have been properly given when delivered personally to WESTERN's or DEALER's designated representative, when transmitted by facsimile to the designated facsimile number of a party (or at such other facsimile number as may be furnished by a party to the other party in writing from time to time), or when sent by registered or certified mail with all postage fully prepaid to a party at the designated party address set forth below (or at such other address as may be furnished by a party to the other party in writing from time to time). If notice by mail is used, the date of mailing shall be deemed the date of giving such notice. For mailing, WESTERN's designated representative and address shall be Manager, Aviation Fuels Sales, Western Petroleum Company, 9531 West 78th Street, Eden Prairie, MN 55344, and DEALER's designated representative and address shall be 73 Harlow Street, Bangor, ME 04401. If notice by facsimile is used, the date of facsimile transmission to the appropriate facsimile number shall be deemed the date of giving such notice. For facsimile notices, WESTERN's designated facsimile number is 541-610-1562 and DEALER's designated facsimile number is (207) 945-3607. The parties shall have the right to appoint substitute or successor designated representatives for all notices under this Agreement by written notification to the other party, which change shall become effective seven (7) days after date of personal delivery or date of mailing as appropriate. Any notices to be sent to EXXONMOBIL shall be sent to: General Aviation Sales Manager, ExxonMobil Aviation, at 3225 Gallows Rd., Fairfax, VA 22037 or at facsimile number (703) 849-4078. ARTICLE IX MISCELLANEOUS A. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota without regard to any principles of choice of laws in 5 Doc# 321485213 1'? rj 3 8 Minnesota or in any other state. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, and such remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid portion eliminated. B. This Agreement is made for the sole and exclusive benefit of WESTERN, DEALER, and EXXONMOBIL and its affiliates and their respective successors and assigns (subject to Paragraph VI hereof), and is not made for the benefit of any other parties or third parties. C. All remedies provided in this Agreement shall be deemed cumulative and additional and not in lieu of or exclusive of each other or of any other remedy available to WESTERN, EXXONMOBIL or DEALER at law or in equity, and the exercise of any remedy or the existence herein of other remedies or indemnities shall not prevent the exercise of any other appropriate remedy. D. WESTERN and/or EXXONMOBIL and DEALER are not and shall not be considered to be joint venturers, partners or agents of each other and neither shall have the power to bind or obligate the other. It is expressly understood and agreed that DEALER shall carry on its business as contemplated herein as an independent contractor in the pursuit of an independent calling and not as an employee or agent of WESTERN or of EXXONMOBIL in any respect. E. This instrument and the Schedules hereto contain the entire agreement of the parties with respect to the subject matter hereof, and no representation, inducement, promise or agreement, oral or otherwise, not embodied in this instrument (including any Schedule), shall be of any force or effect regarding the subject matter hereof. This Agreement supersedes all prior agreements involving the subject matter hereof. This Agreement shall not be changed, modified, discharged or extended except by written instrument fully executed by WESTERN and DEALER. F. No delay, omission or failure of WESTERN or of EXXONMOBIL to exercise any right, power or duty given it hereunder or to insist upon strict compliance by DEALER of any obligation hereunder and no custom or practice at variance with the terms hereof shall constitute a waiver of WESTERN's right to demand DEALER's strict compliance with terms hereof. G. The headings of the paragraphs of this Agreement are for convenience only and do not in any way limit, amplify or otherwise affect the covenants and agreements contained in this Agreement. H. Schedules A and B attached hereto are hereby incorporated in this Agreement by this reference. 6 Doc# 3214852\3 10 X38 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate originals effective as of the date set forth in Article I above. City of Bangor By: Robert Farrar Title: Interim City Manager Date: WESTERN PETROLEUM COMPANY By: Dave Jewett Title: Vice President Date: 7 Doc# 3214852\3 10 '138 SCHEDULE A AVITAT STANDARDS I. FACILITIES A. DEALER's terminal facilities at the Premises shall include, at a minimum, the following: • a lobby waiting area for passengers and guests; • a separate pilots' lounge; • a flight planning area and related facilities; • a catering area and related facilities; • a vending area for beverages and snacks; • a conference room; • public telephones and restrooms; • a reception and customer service center; and • separate line operations facilities. B. DEALER shall furnish and maintain, in a first-class condition and at its own expense, terminal furniture, draperies, carpeting and other items required to furnish and identify the terminal building and related areas as an EXXONMOBIL AVITAT facility. All such items shall be subject to WESTERN and EXXONMOBIL inspection and approval. Upon termination or cancellation of this Agreement for any reason, EXXONMOBIL, in its sole option, may purchase any such items that bear or are identified with the ExxonMobil Marks and associated distinctive designs. In the event EXXONMOBIL exercises such option, DEALER shall sell any such item at a price equal to such item's straight line depreciated value based on the depreciation period allowed under Federal Income Tax regulations effective at the time of sale. C. DEALER agrees to provide, at its own expense, maintenance and housekeeping for the terminal, ramp, parking area and related facilities. For purposes of this Agreement, DEALER shall provide maintenance and housekeeping on a regular and ongoing basis to present DEALER's facilities in a first class appearance to both passengers and aircraft crews. D. DEALER shall obtain approval from EXXONMOBIL for the interior decorating design, floor plan and layouts for DEALER's terminal facilities which are identified by the EXXONMOBIL AVITAT sign. II. SERVICE AND EQUIPMENT A. In conducting its fueling operations, DEALER shall comply with and follow the procedures and guidelines as prescribed by WESTERN and EXXONMOBIL from time to time. All fueling equipment, either fixed or mobile, owned or leased by DEALER and used by DEALER in its operations at the Premises shall, at all times, meet WESTERN and EXXONMOBIL's requirements for safety and quality control. The provisions in this Article II shall be in addition to and do not modify or replace any term or condition in the Fuel Supply 8 Doc# 321485213 10 338 Agreement or in any Aviation Mobile Equipment Lease between DEALER and WESTERN with respect to fueling operation procedures and requirements for safety and product quality. B. DEALER shall adopt and maintain standards for operations and the provision of services based upon conditions in DEALER's local market and the requirements of DEALER's airport. DEALER shall implement these standards in establishing and maintaining services in accordance with DEALER's obligations under this Agreement. DEALER shall maintain adequate facilities and personnel to furnish such services. In providing these services, DEALER shall furnish all necessary equipment and maintain same, at its expense, in a first-class operating condition and appearance. C. While displaying and operating under the ExxonMobil Marks, DEALER shall have a reasonable quantity of EXXON MOBIL -branded aviation fuels on hand and available for sale to general aviation customers patronizing the terminal and related areas at the Premises. III. SIGN AND IDENTIFICATION A. DEALER's signage and "AVITAT" identification shall consist of the following unless strictly forbidden by local or airport authorities having jurisdiction over the DEALER or DEALER's terminal facilities at the Premises: • AVITAT cube; • terminal/hanger AVITAT letters; • stationary header(s) and or footer(s) with AVITAT City (or with AVITAT Airport) I.D; • All advertising shall reference the same AVITAT City or Airport; and • Signage shall comply with EXXONMOBIL standards as published from time to time by EXXONMOBIL. B. WESTERN shall furnish, install and maintain the main identification sign or signs to be installed, at WESTERN's sole option, as a part of or separate from the DEALER's terminal building. DEALER shall not alter or otherwise change the form of the lettering and the colors used on any such signs furnished and installed by WESTERN. Other identification signs may be furnished by WESTERN from time to time as deemed appropriate by WESTERN. C. DEALER shall provide appropriate pylon and/or sign mountings for the signs furnished by WESTERN, consistent with the terms and conditions in the DEALER's Lease. DEALER shall obtain approval for such pylon and mountings from WESTERN and from all governmental authorities having jurisdiction with respect thereto. D. DEALER shall return all identification signs as described in this Article III at the expiration or earlier termination or cancellation of this Agreement in the same condition as received, ordinary wear and tear excepted. DEALER further agrees to use such signs only for the purposes set forth in this Agreement. DEALER shall comply with all applicable laws, ordinances, rules, regulations or requirements, whether federal, state, county or municipal, relating to DEALER's use of such identification signs. 9 Doc# 321485213 10 +38 IV. AVITAT PARTICIPATION A. DEALER acknowledges and understands that a significant benefit for being an AVITAT dealer is involvement with a network of independent aviation dealers that signifies premier service, products and image. DEALER acknowledges and agrees that it receives such benefit through participation in EXXONMOBIL's national sales campaigns and mass media advertising that promote the image of AVITAT FBO'S as aviation's premier FBO network. To promote the image of AVITAT dealers, EXXONMOBIL develops, from time to time, national sales campaigns and mass media advertising for the benefit of all AVITAT dealers as a network. EXXONMOBIL will develop such campaigns and advertising with input from the DEALER's representatives on the AVITAT Council. EXXONMOBIL organizes and hosts an annual meeting of all AVITAT dealers for the purpose, among others, of proposing national sales campaigns and mass media advertising for AVITAT FBO'S. DEALER shall send a representative to each annual AVITAT dealer meeting to review EXXONMOBIL's proposed sales campaigns, advertising, and related materials and products. For purposes of this section, DEALER's representative shall mean either the owner or principal of the DEALER or an officer or manager of the DEALER, as designated by the owner or principal of the DEALER. DEALER shall reimburse WESTERN for DEALER's proportionate share of all Avitat expenses billed to WESTERN by EXXONMOBIL. B. DEALER's line attendants and customer service representatives shall wear appropriate uniforms at all times. DEALER shall obtain WESTERN's approval for all line service personnel uniforms. At a minimum, line service personnel uniforms shall (1) combine any two colors of red/white/blue; (2) have an "AVITAT" patch on the left side of the shirt with the "EXXONMOBIL" line training patch on the upper left arm; and (3) be uniform among all of DEALER's line service employees. DEALER's customer service representatives shall wear any two color combinations of red/white/blue. DEALER shall have the right to use and display on line attendants' and customer service representatives' uniforms the DEALER's name or emblem as well as the EXXONMOBIL AVITAT name or emblem in such reasonable size and location as will not detract one from the other. C. EXXON MOBIL and Western will supply advice, guidance and materials from time to time to assist DEALER in promoting the AVITAT network's image or suggest to the DEALER particular sales campaigns relating thereto. EXXONMOBIL and Western shall supply to the DEALER all handout materials and promotional brochures, excluding those of purely a local or municipal nature. EXXONMOBIL shall be responsible, as EXXONMOBIL may determine in its discretion from time to time, for arranging all mass media advertising (other than that which is purely local or municipal in nature) relating to the AVITAT network including, without limitation, advertisements in magazines, newspapers, radio and television. If DEALER desires to place any advertisement or promotion in any local, regional or other area and such advertisement or promotion will include the EXXONMOBIL Marks, DEALER shall submit such advertisement of promotion to WESTERN and EXXONMOBIL for prior review and written approval. V. PERSONNEL AND TRAINING 10 Doc# 321485213 1� `38 A. DEALER, acting through its employees, shall provide customer services of the type and quality required by this Agreement. DEALER has assumed the responsibility of employing employees in sufficient quantities and capabilities to fulfill DEALER's obligations hereunder. Such employees shall be DEALER's own employees, subject to DEALER's exclusive control and direction, and DEALER shall be solely responsible for their performance and compensation. Neither WESTERN nor EXXONMOBIL shall have any responsibility for, or any control or right to control over, any of DEALER's employees or the operations thereof. B. DEALER shall conduct regular and ongoing training for both line service and customer service personnel. DEALER's training programs, at a minimum, should (1) address DEALER management's expectation or philosophy for establishing and maintaining services in accordance with the DEALER's obligations under this Agreement, (2) address those conditions that are present in the DEALER's local market and (3) be consistent with the requirements of this Agreement. DEALER shall train all new employees within 30 days of hiring. DEALER shall provide refresher training for employees every 18 months. DEALER shall provide such training as required by this Article V.B pursuant to a curriculum approved by EXXONMOBIL. From time to time and within the sole discretion of EXXONMOBIL, EXXONMOBIL or WESTERN may provide training to DEALER's employees (at both parties' convenience) to explain and review quality control procedures, safety, sampling techniques, fueling operations or other technical matters. DEALER shall establish suitable training methods and procedures and maintain a minimum frequency and continuity of internal training to all of its employees, as required herein. 11 Doc# 3214852\3 10 .138 SCHEDULE B ENFORCEMENT OF AVITAT STANDARDS DEALER's failure to adhere to the Avitat Standards set forth in Schedule A may result in WESTERN's cancellation and termination of this Agreement. WESTERN shall enforce compliance with the Avitat Standards as set forth in this Schedule B. During the term of this Agreement, the designated WESTERN Territory Manager will investigate alleged non- compliance with the Avitat Standards derived from any source (including, without limitation, WESTERN inspectors, DEALER's customers, pilots or observations of other EXXONMOBIL or WESTERN representatives). Non-compliance with standards by the DEALER shall cause WESTERN to handle such matters as follows: A. The first alleged non-compliance or complaint will be investigated by the designated WESTERN Territory Manager. Following the investigation, the WESTERN Territory Manager will discuss the matter with the DEALER. The WESTERN Territory Manager will summarize the results of the investigation and the DEALER discussion in a letter to the DEALER, copied to EXXONMOBIL. Thereafter, at either's request, the WESTERN Territory Manager and the AVITAT owner or principal shall meet together with EXXONMOBIL's representative for the purpose of reaching a mutually acceptable solution for correcting the subject non-compliance or the situation leading to the investigation. If the parties together with EXXONMOBIL are unable to reach a mutual agreement for correcting the subject non- compliance, either party may terminate this Agreement by providing the other party at least fifteen (15) days' prior written notice thereof. B. The second alleged non-compliance or complaint will be investigated by the designated WESTERN Territory Manager. If this second investigation results in substantiated or confirmed non-compliance similar to the first instance of noncompliance, the WESTERN Territory Manager will document his or her findings and recommendations and send same to the DEALER. WESTERN's General Aviation Sales Manager will meet with the DEALER together with EXXONMOBIL's representative within 90 days of the WESTERN Territory Manager's documentation to discuss the noncompliance matter and to make recommendations for correcting same. If the parties are unable to reach a mutual agreement for correcting the subject non- compliance, either party may terminate this Agreement by providing the other party at least fifteen (15) days' prior written notice thereof. C. The third alleged non-compliance or complaint will be investigated and documented the same as a second allegation of non-compliance or complaint. If a third investigation results in substantiated or confirmed non-compliance similar to the first and second instances of non-compliance, the WESTERN Territory Manager will document his or her findings and recommendations and send same to the DEALER. If the third instance of non- compliance occurs within two (2) years of the action giving rise to the initial instance of non- compliance, WESTERN may cancel and terminate this Agreement by giving the DEALER written notice thereof. 12 Doc# 3214852\3