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HomeMy WebLinkAboutC2012-037 - 2/21/2012 - ApprovedMASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (the "Agreement") is made and entered into as of February 1, 2012 (the "Effective Date "), by and between Trillion Av, LLC, ("Trillion Aviation "), a Texas limited liability company, with offices at 4301 W. William Cannon Drive, Suite B -150, #293, Austin, Texas 78749, taxpayer identification number 27- 4065198, and the City of Corpus Christi acting through the Corpus Christi International Airport ( "City"), a municipal corporation and political subdivision of the State of Texas, with offices at 1000 International Drive, Corpus Christi, Texas 78406, taxpayer identification number 74- 6000574. In consideration of the mutual promises or covenants contained in this Agreement, the parties agree as follows: Services This Agreement establishes the terms and conditions under which Trillion Aviation agrees to provide services to City on specific projects. For each such project, Trillion Aviation and City will enter into a mutually agreeable statement of work, signed by both parties, which will be appended hereto (each a "Statement of Work "). Each Statement of Work will describe the services to be performed by Trillion Aviation (the "Services "), pricing, commencement date of the project and estimated performance period, all of which shall be negotiated independently for each Statement of Work. Trillion Aviation shall not provide any legal services under this Agreement. In the event of a conflict in terms between this Agreement and any Statement of Work, the terms of that Statement of Work shall govern for that engagement only. Term, Termination, and Survival The term of this Agreement shall commence on the Effective Date and shall continue for a one (1) year period, and automatically renews for up to four (4) additional one (1) year extension terms, unless terminated as herein provided. Notwithstanding the foregoing, the Services shall be performed within the term specified in the relevant Statement of Work. Notwithstanding the foregoing, either party may terminate this Agreement at any time with or without cause upon sixty (60) days written notice. Trillion Aviation may terminate this Agreement if City defaults in any payment under this Agreement and does not cure said default within fifteen (15) days after receipt of Trillion Aviation's written notice. In the event of any termination, Trillion Aviation shall be entitled to reimbursement from City for its actual costs incurred, up to and including the date of termination. Any terms of this Agreement which by their nature extend beyond termination of this Agreement shall survive and bind the parties and their successors and assigns. Annual Statement of Work The parties shall develop an annual Statement of Work for each year of the Agreement to identify specific services to be performed by Trillion Aviation, with a not to exceed fee 2012 -037 M2012 -039 02/21/12 Page 1 1/30/2012 Trillon Av, LLC INDEXED cap listed in the Statement of Work. The initial Statement of Work is attached as exhibit to this Agreement. The Director of Aviation and Trillion Aviation shall develop a new Statement of Work for each succeeding year of the Agreement, subject to mutual written approval of the Director of Aviation and Trillion Aviation and subject to appropriation of funds during the City annual budget process. Payment City agrees to pay Trillion Aviation for Services rendered under any Statement of Work pursuant to the pricing information contained in such Statement of Work. Hourly rates shall not increase above $175.00 per hour during the term. Hourly rates may increase by no more than three (3) percent during any extension term of this Agreement. In addition to Trillion Aviation's fees for Services, City agrees to reimburse Trillion Aviation for all actual expenses incurred in the course of providing Services to City including, but not limited to, travel and ordinary business expenses. Trillion Aviation will bill City on a monthly basis unless agreed otherwise in a Statement of Work. Invoice shall identify number of hours worked and identify project. City shall make payment to Trillion Aviation within thirty (30) days of the date of receipt of Trillion Aviation's invoice. It is agreed that late payments by City will be subject to an interest charge of one (1) percent per month. Payment shall be made to the address set forth in such invoice. Relationship of the Parties Nothing herein contained will be construed to place the parties in the relationship of partners, joint venturers, or principal and agent, and neither party has the power to obligate or bind the other in any matter whatsoever. Trillion Aviation shall not work or assist on any air service development project for the San Antonio International Airport (SAT). Representations and Warranties Trillion Aviation represents and warrants that all Services will be performed in a good and workmanlike manner consistent with good industry practice and in accordance with the specifications for such services provided in the relevant Statement of Work. Except as explicitly stated in this Agreement, neither party makes any warranties and expressly disclaims any and all warranties, expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. City and Trillion Aviation agree that this Agreement is predominantly an agreement for the provision of services. Trillion Aviation shall ensure that all Services and advice provided are in compliance with all applicable Federal grant assurances and applicable rules and regulations of the Federal Aviation Administration. All services shall be in compliance with applicable Local, State, and Federal laws, rules, ordinances and statutes. INDEMNIFICATION TRILLION AVIATION ("CONSULTANT") AGREES TO INDEMNIFY HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS EMPLOYEES AND AGENTS `9NDEMNITEES" FROM AND AGAINST ANY AND ALL LIABILITY LOSS CLAIMS DEMANDS SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE_ INCLUDING ALL FXPFNSFS nF OF TH Trillion Aviation / City Page 2 1/3012012 THOSE CAUSED BY THE NEGLIGENCE OF THE CITY. CONSULTANT MUST,AT ITS OWN EXPENSE INVESTIGATE ALL CLAIMS AND DEMANDS ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION DEFEND ALL ACTIONS BASED THEREON AND PAY ALL CHARGES OF ATTORNEY AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY DAMAGE LOSS CLAIMS DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONSULTANT UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. Insurance. Trillion Aviation must provide insurance in accordance with the attached insurance exhibit. Notices All notices which are required or may be given pursuant to this Agreement must be in writing and sent to the individual listed below or his successor at the address above first written. Notices shall be delivered via registered or certified mail, postage prepaid, return receipt required or by a recognized courier service such as Federal Express or UPS, with package tracing capability. Change Orders Either party may request in writing that Trillion Aviation make changes, modifications, or enhancements to the Services being provided pursuant to this Agreement ( "Service Changes "). The parties will meet to determine whether they desire for Trillion Aviation to proceed with the making of the proposed Service Change. The parties must provide written approval (a "Change Order") to authorize the making of the Service Change. Change Orders will constitute part of the specific Statement of Work. Confidentiality; Intellectual Property Trillion Aviation agrees to regard and preserve as confidential all information related to the business and activities of City that may be obtained by Trillion Aviation as a result of performing Services under this Agreement. City agrees to regard and preserve as confidential all information related to the business and activities of Trillion Aviation that may be obtained by City as a result of this Agreement and the performance of Services contemplated hereby, including, without limitation, all information regarding pricing of Services. Both parties agree to hold such information in trust and confidence for the other party and not to disclose such information to any person, firm, or enterprise, or use any such information to its own benefit, or to the benefit of any third party, unless authorized in writing by the party in interest. Information shall not be considered confidential to the extent that such information is: (i) already known free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction; or (iii) generally available to the public, or required to be disclosed under applicable State or Federal laws.. In the course of performance under this Agreement, Trillion Aviation may use products, materials, tools, and methodologies that are proprietary to Trillion Aviation or to third parties (collectively, "Proprietary Items "). City will not have or obtain any rights in such Proprietary Items other than (i) to 'use them as authorized by Trillion Aviation in writing from time to time solely for purposes of performing its responsibilities under this Agreement. If Proprietary Items are made available to City, they will be made available "AS IS" and without express or implied warranties of any kind. Nothing in this Agreement will preclude Trillion Aviation from marketing, developing, or using for itself or others, services or products that are the same as or similar to those provided to City by Trillion Trillion Aviation / City Page 3 1/30/2012 Aviation pursuant to this Agreement. Furthermore, Trillion Aviation will continue to be free to use its general knowledge, skills, and experience and any ideas, concepts, know- how, and techniques related to the scope of this Agreement and used in the course of performing its obligations hereunder. Governing Law; Venue This Agreement shall be governed by and construed under the laws of Texas, without regard to the provisions of Texas law regarding conflicts of law. The parties hereby submit exclusively to the jurisdiction of, and agree that venue is proper in, any state or federal court of competent jurisdiction located in Nueces County, Texas. Miscellaneous No alteration or modification of this Agreement or any Statement of Work will be binding or effective unless in writing and signed by a duly authorized representative of both Trillion Aviation and City. Without the prior written consent of the other party, which consent will not be unreasonably withheld, neither party may assign its rights or obligations under this Agreement except (i) to Affiliates, or (ii) in connection with the sale, merger, or consolidation of its business, or the transfer of all or substantially all of its assets. For purposes of this Agreement, "Affiliate" means, with respect to either party, any entity which directly or indirectly through stock ownership or through other arrangements either controls, or is controlled by, or is under common control with that party. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement. If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced. This Agreement, together with all Statements of Work, constitutes the entire agreement between the parties when executed by duly authorized signatories of Trillion Aviation and City. This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by reason beyond the reasonable control of such party. Time is of the essence in performance of this Agreement. WHEREAS, the parties hereto entered into this Agreement as of the Effective Date. TRILLION AV, LLC By: ZD.j2 Name: Daniel Benzon Title: President Date: I / 3 Q / 1 z Trillion Aviation / City Page 4 CITY P 5TI By: Nam Date: 039 BY LV-UNGIL ...... 1/30/2012 STATEMENT OF WORK This Statement of Work No. 1 between Trillion Av, LLC ( "Trillion Aviation ") and the City of Corpus Christi ( "City ") is governed by the Master Services Agreement ( "MSA ") in effect between the parties and, upon execution of this Statement of Work by both parties, is incorporated therein pursuant to MSA Section "Services ". All terms and conditions of the MSA shall apply to this Statement of Work unless clearly stated to the contrary herein. CONTACT TRILLION AVIATION: Dan Benzon CITY: Fred Segundo TITLE DESCRIPTION SERVICES TO BE PERFORMED: Certain Negotiation, Development and Implementation projects, Air Service Development, and Financial Compliance Assistance as further described hereunder: 1. Negotiation, Development and/or Implementation — (estimated 38-42 hours per month) -Rental Car — QTA Agreement - Appraisal completion and review -West Traditional FBO Agreement -East Traditional FBO Agreement - Parking Lot privatization assistance -T- Hangar RFQ - Convenience store RFQ - Military fuel bid -Coast Guard ground lease negotiations - Airport Parking Lot Utilization and Pricing Study - Quarterly updates 2. Air Service Development — (estimated 10-12 hours per month) - Representation at conferences - Meetings with new /enhanced service airlines - Packaging incentives - Industry trends reporting - Airport specific data and analysis - Quarterly airport board briefings 3. Financial Compliance and Planning —(estimate 5 -7 hours per month) - Non - airline revenue strategies - Rating agency presentation develop and assist -PFCs 1 CFCs strategy - Budget planning and variances -Bond covenant analysis Trillion Aviation / City Page 5 1130/2012 The parties hereto accepted and approved this Statement of Work as of the latest date written below and this Statement of Work may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Any signature delivered by facsimile shall be treated for all purposes as an original. TRILLION AV, LLC By: L Name: Daniel Benzo Title: President Date: 1 / 3,0 sY C-OtA4CIL . - - -� ------ -, of SEC�ETARY CITY By: Title: Date: y _3�4 ic 1r— a �e Y Trillion Aviation / City Page 6 1/30/2012 PERFORMANCE STANDARDS: Commensurate with the highest Industry standards. PR ICING: Fee not to exceed $60,225 per duration of the Statement of Work No. 1, based on hourly rate of $175. Expenses: Reasonable travel- related (e.g., airfare, hotel, meals, parking), reimbursement at cost without markup. Anticipated 2 -3 visits by one or more persons Out of scope work, as requested by City, would be billed on time and materials at an hourly rate of $175. CO MMENCEMENT DATE: February 1, 2012 D URATION: July 31, 2012 The parties hereto accepted and approved this Statement of Work as of the latest date written below and this Statement of Work may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Any signature delivered by facsimile shall be treated for all purposes as an original. TRILLION AV, LLC By: L Name: Daniel Benzo Title: President Date: 1 / 3,0 sY C-OtA4CIL . - - -� ------ -, of SEC�ETARY CITY By: Title: Date: y _3�4 ic 1r— a �e Y Trillion Aviation / City Page 6 1/30/2012 INSURANCE REQUIREMENTS A. Trillion Aviation must not commence work under this agreement until all insurance required herein has been obtained and such insurance has been approved by the City. Trillion Aviation must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. Trillion Aviation through its broker must furnish to the City's Risk Manager a Certificate of Insurance, with applicable policy endorsements showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General liability policy and a waiver of subrogation is required for the General Liability and Workers Compensation policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day written notice of cancellation required on all Bodily Injury and Property Damage certificates or by applicable policy endorsements Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: $1,000,000 COMBINED SINGLE LIMIT 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6, Personal Injury —Advertising Injury AUTOMOBILE LIABILITY including: $1,000,000 COMBINED SINGLE LIMIT 1. Owned Vehicles 2. Hired & Non -owned Vehicles PROFESSIONAL LIABILITY including: $1,000,000 per claim/ $1,000,000 aggregate Coverage provided must cover officers, directors Defense Costs not included in face value of policy employees and agents If claims made policy, retro date must be prior to 1. ERRORS AND OMMISIONS inception of agreement; have extended reporting period provisions and identify any limitations regarding who is an Insured Applicable to Trillion Aviation's paid employees WORKERS' COMPENSATION while on City property WHICH COMPLIES WITH THE TEXAS WORKERS' COMPENSATION ACT AND SECTION 11 OF THIS EXHIBIT EMPLOYERS' LIABILITY 500, 0001500, 0001500,000 Trillion Aviation / City Page 7 1/30/2012 C. In the event of accidents of any kind caused by Trillion Aviation at or on the Corpus Christi International Airport, Trillion Aviation must furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of accident. If. ADDITIONAL, REQUIREMENTS A. Trillion Aviation must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. If coverage not written in accordance with Texas law, All Other States (AOS) endorsement must be indicated on the certificate of insurance. B. Trillion Aviation's financial integrity is of interest to the City; therefore, subject to Trillion Aviation's right to maintain reasonable deductibles, Trillion Aviation shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Trillion Aviation's sole expense, insurance coverage written on an occurrence basis (or a per claim basis for claims made policies) , by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A -VII. C. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469 -9277 (361) 826 -4555- Fax # D. Trillion Aviation agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation and professional liability policies; Trillion Aviation / City Page 8 1/30/2012 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non - renewal or material change in coverage initiated by Trillion Aviation, and not less than ten (10) calendar days advance written notice for nonpayment of premium by Trillion Aviation. E. Within five (5) calendar days of the effective date of a suspension, cancellation, or non - renewal of coverage, Trillion Aviation shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Trillion Aviation's performance should there be a lapse in coverage at any time during this contract. Failure to cure a suspension, cancellation, or non - renewal of coverage within a reasonable period and to provide and to maintain the required insurance shall constitute a material breach of this agreement. F. In addition to any other remedies the City may have upon Trillion Aviation's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Trillion Aviation to stop work hereunder, and /or withhold any payment(s) which become due to Trillion Aviation hereunder until Trillion Aviation demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Trillion Aviation may be held responsible for payments of damages to persons or property resulting from Trillion Aviation's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Trillion Aviation's insurance shall be deemed primary and non - contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement, except for the City's indemnification obligations under this agreement. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Trillion Aviation / City Page 9 1/30/2012