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
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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
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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
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SEC�ETARY
CITY
By:
Title:
Date:
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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:
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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