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RESOLUTION NO. 8574
A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO AND
AERONAUTIC DEVELOPMENT GROUP, FOR PROFESSIONAL CONSULTING
SERVICES FOR PUEBLO MEMORIAL AIRPORT
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO COLORADO, that:
SECTION 1
An Agreement, a copy of which is on file at the office of the City Clerk and made a
part hereof by reference, after having been approved as to form by the City Attorney, by
and between Pueblo, a Municipal Corporation and Aeronautic Development Group, is
hereby approved.
SECTION 2
Funds for said professional services shall be transferred from the General Fund,
Fund Balance to the Memorial Airport Fund and paid out of the Professional Services
(0420- 011- 000 - 030 -0020) Account.
SECTION 3
The President of the City Council is hereby authorized to execute the said
Agreement on behalf of Pueblo, a Municipal Corporation, and the City Clerk to affix the
seal of the City thereto and attest the same.
INTRODUCED November 23, 1998
BY: Al Gurule
Councilperson
APPROVED : - ��A �
President o e C uncil
ATTEST:
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COUNCIL BACKGROUND PAPER
RESOLUTION: A RESOLUTION APPROVING AN
AGREEMENT BETWEEN THE CITY OF PUEBLO AND
AERONAUTIC DEVELOPMENT GROUP, FOR PROFESSIONAL
SERVICES FOR PUEBLO MEMORIAL AIRPORT
DEPARTMENT: Aviation
I. ISSUE
Should City Council approve an agreement with Aeronautic
Development Group for professional services for Pueblo Memorial
Airport.
II. BACKGROUND
Because of the decreased "Air Service" to Pueblo Memorial Airport,
the City's Airport consultant, Isbill's and Associates, has
recommended that the City consider retaining the services of Mr. Fred
Ford and the Aeronautic Development Group to promote and attract
new air service providers both commercial and cargo. The Air
Service Task Force met with Mr. Ford and was impressed with his
background and approach to the problem and has recommended that
the City retain his services.
III. FINANCIAL IMPACT
The contract calls for a annual outlay of $13,000 paid monthly plus a
bonus of $10,000 if they are successful in securing one or more new
scheduled commercial air passenger service or air cargo service by a
Regional Air Carrier and/or $15,000 for a National Air Carrier.
AGREEMENT
FOR PROFESSIONAL CONSULTING SERVICES
THIS AGREEMENT is made and entered this I TZ day of ®�� , 1998, by and
between the City of Pueblo, a Municipal Corporation ( "Client ") and Frederick C. Ford, doing business as Aeronautic
Development Group (hereinafter referred to as "Consultant ") for Consultant to render professional consulting services
for Client with respect to recruitment of commercial air carrier service and air cargo service to Pueblo Memorial Airport
and related ancillary services, hereinafter referred to as the "Project." In consideration of the mutual covenants
hereinafter set forth, the parties agree as follows:
SECTION 1. GENERAL AND SCOPE OF SERVICES
(a) Consultant shall satisfactorily perform the professional consulting services for the Project described
in more detail in Schedule 1 attached hereto and incorporated herein by reference (the "Basic Services "). Such services
shall include all usual and customary professional consulting services including any report preparation services incident
to its work on the Project.
(b) To the extent Consultant performs any of the Project work through subcontractors or subconsultants,
Consultant shall be and remain as fully responsible for the full performance and quality of services performed by such
subcontractors as it is for services performed directly by Consultant.
SECTION 2. CONSULTANT'S RESPONSIBILITIES
(a) Consultant shall be responsible for the professional quality, technical accuracy and timely completion
of Consultant's work, including that performed by Consultant's subconsultants and subcontractors, and including
proposals, reports, and other services, irrespective of Client's approval of or acquiescence in same.
(b) Consultant shall be responsible, in accordance with applicable law, to Client for all loss or damage
to Client caused by Consultant's negligent act or omission; except that Consultant hereby irrevocably waives and excuses
Client and Client's attorneys from compliance with any requirement to obtain a certificate of review as a condition
precedent to commencement of an action, including any such requirements set forth in Section 13 -20 -602, C.R.S. or
similar statute, whether now existing or hereafter enacted.
(c) Consultant shall be completely responsible for the safety of Consultant's employees in the execution
of work under this Agreement and shall provide all necessary safety and protective equipment for said employees.
(d) (reserved)
(e) Before undertaking any work or incurring any expense which Consultant considers beyond or in
addition to the Scope of Work described in Schedule 1 or otherwise contemplated by the terms of this Agreement,
Consultant shall advise Client in writing that (i) Consultant considers the work beyond the scope of this Agreement, (ii)
the reasons that Consultant believes the out of scope or additional work should be performed, and (iii) a reasonable
estimate of the cost of such work. Consultant shall not proceed with any out of scope or additional work until authorized
in writing by Client. The compensation for such authorized work shall be negotiated, but in the event the parties fail
to negotiate or are unable to agree as to compensation, then Consultant shall be compensated for its direct costs and
professional time at the rates set forth in Schedule 2 attached hereto.
SECTION 3. FEES FOR SERVICES: PAYMENT
(a) Client will pay to Consultant as full compensation for all services required to be performed by
Consultant under this Agreement, except for services for additional work or work beyond the scope of this Agreement,
the amount or amounts set forth in Schedule 2.
(b) Consultant shall submit periodic, but not more frequently than monthly, applications for payment,
aggregating to not more than the amount set forth in Schedule 2, for actual professional services rendered and for
reimbursable expenses incurred. Applications for payment shall be submitted based upon the payment and expense
reimbursement provisions set forth in Schedule 2 attached hereto, and shall contain appropriate documentation that such
services have been performed and such expenses incurred. Thereafter, Client shall pay Consultant for the amount of
the application within 45 days of the date such application is received.
(c) No separate or additional payment shall be made for profit, overhead, local telephone expenses,
lodging, routine photocopying, computer time, secretarial or clerical time or similar expenses unless otherwise provided
and listed in Schedule 2.
(d) No compensation shall be paid to Consultant for services required and expenditures incurred in
correcting Consultant's mistakes or negligence.
(e) Compensation for authorized work beyond the scope of this Agreement shall be governed by the
provisions of Section 2(e).
(f) In the event services under this Agreement are phased and to be performed in more than one fiscal
year or are subject to annual appropriation, Consultant acknowledges that Client is a public entity and therefore funds
only in the amount of initial appropriation are available and Consultant shall confirm availability of funds before
proceeding with work exceeding initial and subsequent annual appropriations.
SECTION 4. CLIENT'S RESPONSIBILITIES
(a) Client agrees to advise Consultant regarding Client's Project requirements and to provide all relevant
information, surveys, data and previous reports accessible to Client which Consultant may reasonably require.
(b) Client shall designate a Project Representative to whom all communications from Consultant shall
be directed and who shall have limited administrative authority on behalf of Client to receive and transmit information
and make decisions with respect to the Project. Said representative shall not, however, have authority to bind Client
as to matters of governmental policy or fiscal policy, nor to contract for additions or obligations exceeding a value which
is the lesser of $2,500 or 5% of the maximum contract price.
(c) Client shall examine all documents presented by Consultant, and render decisions pertaining thereto
within a reasonable time. The Client's approval of any proposals, specifications, reports, documents or other materials
or product furnished hereunder shall not in any way relieve Consultant of responsibility for the professional adequacy
of its work.
(d) Client shall perform its obligations and render decisions within a reasonable time under the
circumstances presented. Based upon the nature of Client and its requirements, a period of 14 days shall be presumed
reasonable for any decision not involving policy decision or significant financial impact. A period of 46 days shall be
presumed reasonable for Client to act with respect to any matter involving policy or significant financial impact. The
above periods of presumed reasonableness shall be extended where information reasonably required by Consultant is
not within the custody or control of Client but must be procured from others.
SECTION 5. TERMINATION
(a) Client reserves the right to terminate this Agreement and Consultant's performance hereunder, at any
time upon written notice, either for cause or for convenience. Upon such termination, Consultant and its subcontractors
shall cease all work and stop incurring expenses, and shall promptly deliver to Client all data, drawings, specifications,
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reports, plans, calculations, summaries and all other information, documents and materials as Consultant may have
accumulated in performing this Agreement, together with all finished work and work in progress.
(b) Upon termination of this Agreement for events or reasons not the fault of Consultant, Consultant shall
be paid at the rates specified in Schedule 2 for all services rendered and reasonable costs incurred to date of termination;
together with any reasonable costs incurred within 10 days of termination provided such latter costs could not be
avoided or were incurred in mitigating loss or expenses to Consultant or Client. In no event shall payment to Consultant
upon termination exceed the maximum compensation provided for complete performance in Section 3(a).
(c) In the event termination of this Agreement or Consultant's services is for breach of this Agreement
by Consultant, or for other fault of Consultant including but not limited to any failure to timely proceed with work, or
to pay its employees and consultants, or to perform work according to the highest professional standards, or to perform
work in a manner deemed satisfactory by Client's Project Representative, then in that event, Consultant's entire right
to compensation shall be limited to the lesser of (a) the reasonable value of completed work or (b) payment at the rates
specified in Schedule 2 for services satisfactorily performed and reimbursable expenses reasonably incurred, prior to
date of termination.
(d) Consultant's professional responsibility for its completed work and services shall survive any
termination.
SECTION 6. TERM OF AGREEMENT
The term of this Agreement shall be twelve (12) months from and after the date of this
Agreement.
SECTION 7. USE OF DOCUMENTS
(a) Plans, drawings, designs, specifications, reports and all other documents prepared or provided by
Consultant hereunder shall become the sole property of Client, subject to applicable federal grant requirements, if any,
and Client shall be vested with all rights therein of whatever kind and however created, whether by common law, statute
or equity. Client shall have access at all reasonable times to inspect and make copies of all notes, designs, proposals,
reports, specifications, and all other technical data or other documents pertaining to the work to be performed under this
Agreement. In no event shall Consultant publish work product developed pursuant to this Agreement except (i) with
advance written consent of Client and (ii) in full compliance with the requirements of this Agreement and applicable
federal regulations.
(b) (Reserved)
SECTION 8. INSURANCE AND INDEMNITY
(a) Consultant agrees that it shall procure and will maintain during the term of this Agreement, such
insurance as will protect it from claims under workers' compensation acts, claims for damages because of personal
injury including bodily injury, sickness or disease or death of any of its employees or of any person other than its
employees, and from claims or damages because of injury to or destruction of property including loss of use resulting
therefrom; and such insurance will provide for coverage in such amounts as set forth in subparagraph (b).
(b) The minimum insurance coverage which Consultant shall obtain and keep in force is as follows:
(i)
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(ii) Comprehensive General and Automobile Liability Insurance with limits not less than Six
Hundred Thousand and No /100 Dollars ($600,000.00) per person and occurrence for personal injury, including but not
limited to death and bodily injury, and Six Hundred Thousand and No /100 Dollars ($600,000.00) per occurrence for
property damage.
(iii) Professional Liability Insurance with coverage of not less than $1,000,000, and with a
deductible acceptable to Client.
(c) Consultant agrees to hold harmless, defend and indemnify Client from and against any liability to third
parties, arising out of negligent acts or omissions of Consultant, its employees, subcontractors and consultants.
SECTION 9. SUBCONTRACTS
(a) Client acknowledges that Consultant is the prime contractor and the only party with whom Client has
a contractual relationship under this Agreement. To the extent Consultant performs any Project activities through
subconsultants or subcontractors, Consultant shall contractually bind each of its subconsultants and subcontractors by
subcontract agreement to all of the terms of this Agreement which are for the benefit of Client, and Client shall be a third
party beneficiary of those subcontract provisions.
(b) Consultant shall indemnify and defend Client from all claims and demands for payment for services
provided by subcontractors of Consultant.
(c) Consultant acknowledges that, due to the nature of the services to be provided under this Agreement,
the Client has a substantial interest in the personnel and consultants to whom Consultant assigns principal responsibility
for services performed under this Agreement. Consequently, Consultant represents that it has selected and intends to
employ or assign the key personnel and consultants identified in its proposal submitted to Client prior to execution of
this Agreement to induce Client to enter this Agreement. Consultant shall not change such consultants or key personnel
except after giving notice of a proposed change to Client and receiving Client's consent thereto. Consultant shall not
assign or reassign Project work to any person to whom Client has reasonable objection.
SECTION 10. REQUIRED FEDERAL PROVISIONS (Reserved)
SECTION 11. MISCELLANEOUS
(a) Notices Any and all notices or other communications required or permitted by this Agreement or
by law to be served on or given to either Consultant or Client by the other party shall be in writing and shall be deemed
duly served and given when personally delivered to the party to whom it is directed, or in lieu of such personal service,
when deposited in the United States mail, first -class postage prepaid, addressed to the Client, Attention: Mr. Donald
J. Saling, Assistant City Manager, Pueblo Memorial Airport, 31201 Bryan Circle, Pueblo, Colorado, 81001, or to
Consultant addressed to: Mr. Frederick C. Ford, Aeronautic Development Group, 1569 Airport Road, New Bedford,
Massachusetts, 02746. Either party may change his address for the purpose of this paragraph by giving written notice
of such change to the other party in the manner provided in this paragraph.
(b) Entire Agreement This instrument contains the entire agreement between Consultant and Client
respecting the Project, and any other written or oral agreement or representation respecting the Project or the duties of
either Client or Consultant in relation thereto not expressly set forth in this instrument and its attachments is null and
void.
(c) Successors and Assigns This Agreement shall be binding on the parties hereto and on their successors
me
and assigns; provided, however, neither this Agreement, nor any part thereof, nor any moneys due or to become due
hereunder to Consultant may be assigned by it without the written consent of Client.
(d) Amendments No amendment to this Agreement shall be made nor be enforceable unless made by
written amendment signed by an authorized representative of Consultant and by Client in accordance with the
requirements of Section 4(b) of this Agreement or upon authorization of Client's governing board.
(e) Choice of Law This Agreement shall be governed and interpreted in accordance with the laws of the
State of Colorado. Any unresolved dispute arising from or concerning any breach of this Agreement shall be decided
in a state court of competent jurisdiction located in Pueblo, Colorado.
(f) Equal Employment Opportunity In connection with the performance of this Agreement, neither
Consultant nor its consultants shall discriminate against any employee or applicant for employment because of race,
color, religion, sex, national origin, disability or age. Consultant shall endeavor to insure that applicants are employed,
and that employees are treated during employment without regard to their race, color, religion, sex, national origin,
disability or age.
(g) Severability If any provision of this Agreement is determined to be directly contrary to and
prohibited by law or the requirements of any federal grant or other Project funding source, then such provision shall be
deemed void and the remainder of the Agreement enforced.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year
first above written.
ATTEST:
CLIENT:
CITY OF PUEBLO, A MUNICIPAL CORPORATION
President of City Council
CONSULT T:
FREDERI C. ORD
F:\ FILES\ CITY\ AIRPORT\AIRLMS\FORD\PROFSRV.WPD -�
SCHEDULE 1
SCOPE OF WORK
Consultant shall provide advisory and consulting services to Client in the recruitment of new
commercial air carrier and air cargo service providers to serve the Pueblo Memorial Airport located
at Pueblo, Colorado. Consultant shall use its best efforts on behalf of Client to attract new air service
providers. Consultant's services shall, at a minimum, include the following activities:
a. Assist Client in preparing and presenting written and oral proposals to commercial
air carriers, including passenger and cargo service;
b. Assist Client in arranging meetings and other appointments with commercial air
carriers;
C. Provide general airport management, development and marketing advisory services;
d. Submit monthly reports to Client summarizing Consultant's activities undertaken on
behalf of Client during each preceding month;
e. Provide recommendations to Client regarding activities to be undertaken by Client;
f. Report, on at least a quarterly basis, to the Client and the Air Service Task Force for
the Pueblo Memorial Airport, on activities undertaken by Consultant, progress toward recruitment
of new air service, and planned activities;
g. Conduct an initial air service assessment within 15 days of the effective date of this
Agreement and report thereon to Client.
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SCHEDULE 2
I. Compensation
Consultant's Compensation shall have two components consisting of a monthly fee and
earned bonuses, if any.
A. Monthly Fee Consultant shall be paid for Consultant's Services during the term of
the Agreement, a consulting fee of $2,000 for the first month of service and $1,000 per month for
each of the remaining months of service. The fee shall not be dependant upon any fixed or assumed
number of hours of work by Consultant or Consultant's employees in any month, nor shall
Consultant be paid any extra or additional amount on account of efforts in any month requiring a
large amount of Consultant's time.
B. Bonuses During the original term of this Agreement, in the event one or more new
commercial passenger air service providers or commercial air cargo service providers is successfully
recruited to the Pueblo Memorial Airport, commences such commercial air service and provides
such scheduled service not less than _�1 5 -- days each week for not less than 26 consecutive weeks,
Consultant shall receive a performance bonus as follows:
1. $10,000.00 payable in one lump sum after operation of one or more new
scheduled commercial air passenger service or air cargo service for the required period of
time by a Regional Air Carrier (ie: Mesa, TW Express, Continental Express, Southwest); and
2. $15,000 payable in one lump sum after operation of one or more new
commercial air passenger service or air cargo service for the required period of time by a
National Air Carrier (TWA, United, Continental, Fed Ex, UPS).
No bonus shall be paid for any second or subsequent air carrier commencing service
in either category above, it being the intent of the parties that the maximum bonus which
may be earned shall be $25,000.
In the event Consultant does not earn a performance bonus in one or both categories
indicated above during the term of this Agreement Consultant shall nevertheless be entitled
to a bonus for such category, as set forth above, if a qualifying commercial air carrier
commences daily service to Pueblo Memorial Airport during the twelve months immediately
following expiration of the term of this Agreement as a direct result of Consultant's efforts
provided under this Agreement, and such carrier provides scheduled service for not less than
26 consecutive weeks after commencement of such service.
II. Reimbursable Expenses
The following expenses shall be reimbursed by Client upon receipt of adequate
documentation therefor, as determined by Client's Director of Transportation:
A. Actual charges for long distance telephone incurred on behalf of Client.
B. Actual and reasonable charges for express courier services incurred on behalf of
Client.
C. Actual, reasonable travel and lodging expenses, provided the same have been pre -
approved by Client. All air travel expenses shall be limited to coach class or equal.
I1I. Extra Work/Work Beyond Scone of Agreement
Not Applicable.
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