HomeMy WebLinkAboutC2018-060 - 3/28/2018 - Approved ..is II
-1 SERVICE AGREEMENT NO. 1245
Business Development Services for
ieaz Corpus Christi International Airport
THIS Business Development Services for Corpus Christi International Airport
Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a
Texas home-rule municipal corporation ("City") and Trillion Av, LLC dba Trillion Aviation
("Contractor"), effective upon execution by the City Manager or the City Manager's
designee ("City Manager").
WHEREAS, Contractor has bid to provide business development services for
Corpus Christi International Airport in response to Request for Bid/Proposal No. 1245
("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications
and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are
incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each
were fully set out here in its entirety.
NOW, THEREFORE, City and Contractor agree as follows:
1. Scope. Contractor will provide Business Development Services for Corpus Christi
International Airport ("Services") in accordance with the attached Scope of Work,
as shown in Attachment A, the content of which is incorporated by reference into
this Agreement as if fully set out here in its entirety, and in accordance with Exhibit
2.
2. Term. This Agreement is for 60 months, with performance commencing upon the
date of issuance of a notice to proceed from the Contract Administrator or
Purchasing Division. The parties may mutually extend the term of this Agreement
for up to zero additional zero-month periods ("Option Period(s)"), provided, the
parties do so in writing and prior to the expiration of the original term or the then-
current Option Period. The City's extension authorization must be executed by
the City Manager or designee.
3. Compensation and Payment. The total value of this Agreement is not to exceed
$600,000.00,subject to approved extensions and changes. Payment will be made
for Services completed and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. All pricing must be in accordance
with the attached Bid/Pricing Schedule, as shown in Attachment B, the content
of which is incorporated by reference into this Agreement as if fully set out here in
its entirety.
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
2018-060
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Trillion Aviation
INDEXED
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
Name: Kim Bridger-Hunt, MPA
Department: Corpus Christi International Airport
Phone: (361) 289-0171 Ext. 1290
Email: KimB@cctexas.com
5. Insurance; Bonds.
(A) Before performance can begin under this Agreement, the Contractor must
deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator.
Additionally, the COI must state that the City will be given at least 30 days'
advance written notice of cancellation, material change in coverage, or intent
not to renew any of the policies. The City must be named as an additional insured.
The City Attorney must be given copies of all insurance policies within 10 days of
the City Manager's written request. Insurance requirements are as stated in
Attachment C, the content of which is incorporated by reference into this
Agreement as if fully set out here in its entirety.
(B) In the event a payment bond, a performance bond, or both, are required of
the Contractor to be provided to the City under this Agreement before
performance can commence, the terms, conditions, and amounts required in the
bonds and appropriate surety information are as included in the RFB/RFP or as
may be added to Attachment C, and such content is incorporated here in this
Agreement by reference as if each bond's terms, conditions, and amounts were
fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of Services to be
provided by the Contractor over a period of time, the City will exercise its right to
specify time, place and quantity of Services to be delivered in the following
manner: any City department or division may send to Contractor a purchase
release order signed by an authorized agent of the department or division. The
purchase release order must refer to this Agreement, and Services will not be
rendered until the Contractor receives the signed purchase release order.
7. Inspection and Acceptance. Any Services that are provided but not accepted by
the City must be corrected or re-worked immediately at no charge to the City. If
immediate correction or re-working at no charge cannot be made by the
Contractor, a replacement service may be procured by the City on the open
market and any costs incurred, including additional costs over the item's
bid/proposal price, must be paid by the Contractor within 30 days of receipt of
City's invoice.
Service Agreement Standard Form Page 2 of 7
Approved as to Legal Form 10/2/17
8. Warranty. The Contractor warrants that all products supplied under this
Agreement are new, quality items that are free from defects, fit for their intended
purpose, and of good material and workmanship. The Contractor warrants that
it has clear title to the products and that the products are free of liens or
encumbrances. In addition, the products purchased under this Agreement shall
be warranted by the Contractor or, if indicated in Attachment D by the
manufacturer, for the period stated in Attachment D. Attachment D is attached
to this Agreement and is incorporated by reference into this Agreement as if fully
set out here in its entirety.
9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City's actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City's product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator.
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City,which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Contractor will perform the work required by this
Agreement as an independent contractor and will furnish such Services in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Contractor be considered an employee of the City.
12. Subcontractors. Contractor may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Contractor must obtain prior written approval from the Contract Administrator if
the subcontractors were not named at the time of bid or proposal, as applicable.
In using subcontractors, the Contractor is responsible for all their acts and
omissions to the same extent as if the subcontractor and its employees were
employees of the Contractor. All requirements set forth as part of this Agreement,
including the necessity of providing a COI in advance to the City, are applicable
to all subcontractors and their employees to the same extent as if the Contractor
and its employees had performed the work.
13. Amendments. This Agreement may be amended or modified only by written
change order signed by both parties. Change orders may be used to modify
quantities as deemed necessary by the City.
Service Agreement Standard Form Page 3 of 7
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14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA
taxes, unemployment taxes and all other related taxes. Upon request, the City
Manager shall be provided proof of payment of these taxes within 15 days of such
request.
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Kim Bridger-Hunt, MPA
Title: Marketing Manager
Address: 1000 International Drive, Corpus Christi, TX 78406
Fax: (361) 826-4266
IF TO CONTRACTOR:
Trillion Aviation
Attn: Dan Benzon
Title: President
Address: 4301 W. William Cannon Dr., Suite B-150 #293, Austin, TX 78749
Fax: (877) 239-7734
17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND
THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND
AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF
WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF
PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND
OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES,
WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION
WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS
AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT
ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS
EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE,
INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT
OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
Service Agreement Standard Form Page 4 of 7
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COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF
ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE,
LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION
OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE
THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
18. Termination.
(A) The City Manager may terminate this Agreement for Contractor's failure to
perform the work specified in this Agreement or to keep any required insurance
policies in force during the entire term of this Agreement. The Contract
Administrator must give the Contractor written notice of the breach and set out a
reasonable opportunity to cure. If the Contractor has not cured within the cure
period, the City Manager may terminate this Agreement immediately thereafter.
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Contractor. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Contractor for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
19. Assignment. No assignment of this Agreement by the Contractor, or of any right
or interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the
Contractor is of the essence of this Agreement, and the City Manager's right to
withhold consent to such assignment is within the sole discretion of the City
Manager on any ground whatsoever.
20. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
21. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Contractor's bid response Exhibit 2).
Service Agreement Standard Form Page 5 of 7
Approved as to Legal Form 10/2/17
22. Certificate of Interested Parties. Contractor agrees to comply with Texas
Government Code Section 2252.908, as it may be amended, and to complete
Form 1295 "Certificate of Interested Parties" as part of this Agreement.
23. Verification Regarding Israel. In accordance with Chapter 2270, Texas
Government Code, the City may not enter into a contract with a company for
goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract. The signatory executing this Agreement on behalf of the
Contractor verifies that the company does not boycott Israel and will not boycott
Israel during the term of this Agreement.
24. Governing Law.This Agreement is subject to all federal,State, and local laws, rules,
and regulations. The applicable law for any legal disputes arising out of this
Agreement is the law of the State of Texas, and such form and venue for such
disputes is the appropriate district, county, or justice court in and for Nueces
County, Texas.
25. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
(SIGNATURE PAGE FOLLOWS)
Service Agreement Standard Form Page 6 of 7
Approved as to Legal Form 10/2/17
CONTRACTOR
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Title: Pr-I s I 1,.,,,4-
Date: 1/3/it
CITY OF CORPUS CHRISTI (n�
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Date: 3/ a 8) 1 g
ATTEST:
Attached and Incorporated by Reference: 'E: CCA TA III C of
Attachment A: Scope of Work CITY SECRETARY
Attachment B: Bid/Pricing Schedule
Attachment C: Insurance and Bond Requirements
Attachment D: Warranty Requirements
Incorporated by Reference Only:
Exhibit 1: RFB/RFP No. 1245
Exhibit 2: Contractor's Bid/Proposal Response
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SECRETARY
II
Service Agreement Standard Form Page 7 of 7
Approved as to Legal Form 10/2/17
Attachment A: Scope of Work
1. General Requirements
Contractor will conduct a variety of airport-related business advisory services.
Contractor will provide full service consulting that can incorporate contemporary
industry accepted terms and conditions into a variety of business and air service
applications that are responsive to the state of affairs of the aviation industry and
applicable to the specific needs of the Corpus Christi International Airport. The
Contractor's expertise will help maintain a positive financial and air service
environment using industry "Best practices". Airport staff and the Contractor will
develop an annual Statement of Work prior to each year of the contract.
2. Scope of Work
A. Business Development and Implementation:
1. Contractor will assist airport staff in developing future business initiatives
and agreements that are in keeping with all regulatory requirements of a
commercial airport and that maximize use of airport land and assets.
2. Future projects include, but are not limited to, a convenience store, hotel,
possible redevelopment of the East Fixed Base Operator (FBO),
development of a new aeronautical and educational facilities, and the
filing and tracking of Passenger Facility Charge (PFC) application to the
Federal Aviation Administration (FAA), and formation of a strategy for
engagement of airline property representatives in new airline use and
lease agreements.
B. Air Service Development:
1. Contractor will assist the airport staff in maintaining current air service and
in securing new air service and routes.
2. Contractor will access and analyze airline and airport data to be used in
evaluating specific passenger routes and will formulate a plan to address
the deficiencies.
3. Contractor will develop detailed written proposals and professional
presentation materials for meetings with targeted air carriers.
4. Contractor will assist the Department of Aviation in scheduling and
facilitating meetings with domestic and international air carriers
regarding new or improved service to the community.
5. Contractor will develop a strategy and detailed plan for reducing
passenger leakage to other regional airports that are within driving
distance of CLIA.
6. Contractor will develop passenger forecast analyses and prepare
quarterly reports to assist aviation in future planning.
7. Contractor will assist the staff in strategies to attract new service and in
communicating effectively with the various airline representatives.
Page 1 of 2
C. Financial Compliance and Planning:
1 . Contractor will facilitate and assist the airport staff in non-airline revenue
strategies, operational budget planning and identifying sources and uses
of airport funds that comply with all applicable regulations.
2. Contractor will assist the airport in planning a multi-year finance strategy
for a terminal rehabilitation project that is expected to begin in Fiscal
Year 2018.
3. Contractor will assist with budget, forecasting and variances that will
impact Corpus Christi International Airport as a result of a new rate model
being introduced into the airline use and lease agreements that are
expected to take effect in the fall 2017.
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//eusc'r; Attachment B: Bid/Pricing Schedule
7 ( CITY OF CORPUS
�. � CHRISTI
Pricing Form
�,� PURCHASING DIVISION
1852
RFP No. 1245 Business Development Services for CCIA
DATE: Q , o
bee c , 001 1 PAGE 1 OF 1
•
Y‘ttrillion ,4✓I LLC-
PROPOSER
AUTHORIZED SIGNAT
1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing
proposal.
2. Provide your best price for each item.
3. In submitting this proposal, Proposer certifies that:
a. the prices in this proposal have been arrived at independently, without consultation,
communication, or agreement with any other Proposer or competitor, for the purpose
of restricting competition with regard to prices;
b. Proposer is an Equal Opportunity Employer; and the Disclosure of Interest information
on file with City's purchasing office, pursuant to the Code of Ordinances, is current
and true.
c. Proposer has incorporated any changes issue through Addenda to the RFP in this
pricing.
ITEM DESCRIPTION UNIT HOURLY
1.0 Hourly Rate to complete Business Development HR RATE
Service projects 185'
2.0 Hourly Rate to complete Air Service Development HR #18S
projects
Note: Travel expenses and materials required to
complete the projects and tasks outlined in the
agreed annual Statement of Work will be
reimbursed at actual costs. Receipts will be
required for reimbursement.
•
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Attachment C: Insurance and Bond Requirements
INSURANCE REQUIREMENTS
CONTRACTOR'S LIABILITY INSURANCE
A. Contractor must not commence work under this contract until all insurance required has
been obtained and such insurance has been approved by the City. Contractor must
not allow any subcontractor, to commence work until all similar insurance required of
any subcontractor has been obtained.
B. Contractor must furnish to the City's Risk Manager and Director of Health Department
one (1) copy of Certificates of Insurance with applicable policy endorsements showing
the following minimum coverage by an insurance company(s) acceptable to the City's
Risk Manager. The City must be listed as an additional insured on the General liability
and Auto Liability policies by endorsement, and a waiver of subrogation endorsement
is required on all applicable policies. Endorsements must be provided with Certificate of
Insurance. Project name and/or number must be listed in Description Box of Certificate
of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material Per occurrence - aggregate
-----------------------change or termination required on all
certificates and policies.
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including: $1,000,000 Aggregate
1. Commercial Broad Form
2. Premises-Operations
3. Products/ Completed
Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
---- 1.- Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part II
(All States Endorsement if Company is of this
not Exhibit.
domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
Page I of 3
ERRORS & OMISSIONS $1,000,000 Per Occurrence
$1,000,000 Aggregate
C. In the event of accidents of any kind related to this contract, Contractor must furnish
the Risk Manager with copies of all reports of any accidents within 10 days of the
accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Contractor must obtain workers' compensation
coverage through a licensed insurance company. The coverage must be written on a
policy and endorsements approved by the Texas Department of Insurance. The
workers' compensation coverage provided must be in statutory amounts according to
the Texas Department of Insurance, Division of Workers' Compensation. An All States
Endorsement shall be required if Contractor is not domiciled in the State of Texas.
B. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor's sole expense, insurance coverage
written on an occurrence basis 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. Contractor shall be required to submit renewal certificates of insurance throughout the
term of this contract and any extensions within 10 days of the policy expiration dates.
All notices under this Exhibit shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Contractor agrees that, with respect to the above required insurance, all Insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, and volunteers, as additional insureds
by endorsement with regard to operations, completed operations, and activities of or
on behalf of the named insured performed under contract with the City, with the
exception of the workers' compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City
of Corpus Christi where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
Page 2 of 3
• Provide thirty (30) calendar days advance written notice directly to City of any,
cancellation, non-renewal, material change or termination in coverage and not less
than ten (10) calendar days advance written notice for nonpayment of premium.
E. Within five (5) calendar days of a cancellation, non-renewal, material change or
termination of coverage, Contractor shall provide a replacement Certificate of
Insurance and applicable endorsements to City. City shall have the option to suspend
Contractor's performance should there be a lapse in coverage at any time during this
contract. Failure to provide and to maintain the required insurance shall constitute a
material breach of this contract.
F. In addition to any other remedies the City may have upon Contractor's failure to provide
and maintain any insurance or policy endorsements to the extent and within the time
herein required, the City shah have the right to order Contractor to stop work hereunder,
and/or withhold any payment(s) which become due to Contractor hereunder until
Contractor demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which
Contractor may be held responsible for payments of damages to persons or property
resulting from Contractor's or its subcontractor's performance of the work covered
under this contract.
H. It is agreed that Contractor'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 contract.
It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this contract.
2017 Insurance Requirements
Purchasing - CCIA
Business Development Consultant for Airport Related Business Advisory Services
09/13/2017 sw Risk Management
Page 3 of 3
Attachment D: Warranty
Warranty is not required for this Service.
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