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HomeMy WebLinkAboutR-2007-049 Acknowledging Yakima Air Terminal / Mead & Hunt, Inc. ContractRESOLUTION NO. R-2007-49 A RESOLUTION acknowledging the Professional Services Contract that was executed by the Yakima Air Terminal and Mead & Hunt, Inc., a professional air transportation consultant, for the provision of Aviation Business Services relating to creating an airline travel bank to comply with Delta Airlines air service requirements; authorizing the expenditure of funds from the City of Yakima Contingency Fund toward the City of Yakima's equal share of the costs of said Contract. WHEREAS, the Yakima Air Terminal (hereinafter YAT) Board and management staff have been working to attract a second air carrier service to provide airline transportation services to the Yakima Air Terminal and the citizens of the City of Yakima; and WHEREAS, the YAT Board and management efforts have resulted in an offer from Delta Airlines to provide said air transportation services to the City through regularly scheduled flights to and from the YAT; and WHEREAS, in order to fulfill its obligation to Delta Airlines and initiate said air service to the YAT, the YAT must generate an "airline travel bank" in the amount of Five Hundred Thousand Dollars ($500,00.00) in funds dedicated to the purchase of airline tickets for use by the participants as pre -payment of airline tickets that may be used for future airline travel on the Delta Airline flights; and WHEREAS, in order to fulfill this obligation the YAT Board has contracted with Mead & Hunt, Inc., a professional air transportation consultant, to provide professional assistance to the YAT, and thereby to the City of Yakima and Yakima County as joint owners of the YAT, to accomplish the task of forming and obtaining the necessary economic participation of the public in the "airline travel bank"; and WHEREAS, the YAT Board has requested the assistance of the City of Yakima and Yakima County to provide the resources necessary to acquire the professional services of Mead & Hunt, said services being provided at the total contract value of Twenty Two Thousand One Hundred Forty Dollars ($22,140.00) to be shared equally by the City and County of Yakima; and WHEREAS, the City Council believes that the opportunity to obtain the services of Delta Airlines for the City of Yakima is very important to the future of the City, and offers an opportunity for economic expansion and growth within the entire local area; and WHEREAS, the City Council agrees that an investment in the professional services of Mead & Hunt to assist in organizing and establishing the required "airline travel bank" is a worthy objective that is in the best interests of the citizens of Yakima, and is willing to (jc)res/Appropriation for Airline Travel Bank 1 authorize a one-time expenditure of Eleven Thousand Seventy Dollars ($11,070.00) payable to the YAT for the City's equal share of the professional services provided by Mead & Hunt under its contract with the YAT, said amount to be paid from the City of Yakima Contingency Fund; Now, Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The Yakima City Council acknowledges the professional services contract that exists between the Yakima Air Terminal and Mead & Hunt, Inc., and therefore authorizes and directs the City Manager to provide a one-time expenditure not to exceed Eleven Thousand Seventy Dollars ($11,070.00) from the City of Yakima Contingency Fund to the Yakima Air Terminal for the City's equal one-half share of the professional services of Mead & Hunt, Inc. for services to be provided in the organization and establishment of a Five Hundred Thousand Dollar ($500,000.00) airline travel bank that is necessary to meet the requirements of Delta Airlines prior to the Airlines initiating airline services to the Yakima Air Terminal. ADOPTED BY THE CITY COUNCIL this 17th day of ATTEST: City Clerk (jc)res/Appropriation for Airline Travel Bank 2 pril, 2007. David er, Mayor PROFESSIONAL SERVICES AGREEMENT BETWEEN YAKIMA AIR TERMINAL AND MEAD & HUNT, INC. BETWEEN: Yakima Air Terminal Yakima, Washington (CLIENT) AND: Mead & Hunt, Inc., A Wisconsin Corporation (CONSULTANT) EFFECTIVE DATE: March 19, 2007 SECTION 1 — AIR TRANSPORTATION CONSULTING SERVICES OF CONSULTANT 1.1 General. CONSULTANT shall perform professional air transportation consulting services as de- fined in Attachment A titled Scope of Services. 1.2 Additional Services. If provided for in Attachment A, Scope of Services, or authorized in writing by CLIENT, CONSULTANT shall furnish or obtain from others Additional Consulting Services, as provided in Attachment A. SECTION 2 - SERVICES 2.1 The services called for in Attachment A, Scope of Services will be completed and submitted within the time period indicated in Attachment A, Scope of Services. 2.2 If CONSULTANT services are delayed or suspended in whole or in part by CLIENT for more than three (3) months for reasons beyond CONSULTANT's control, CONSULTANT shall, on written request to CLIENT (but without termination of this Agreement), be paid as provided in Section 4 herein. If such delay or suspension extends for more than six (6) months for reasons beyond CONSULTANT's control, or if CONSULTANT for any reason is required to render services more than six (6) months after completion of the consulting services, the various rates of compensation provided fbr elsewhere in this Agreement shall be subject to renegotiation. SECTION 3 — CLIENT RESPONSIBILITIES 3.1 The CLIENT agrees to clarify and define project requirements and to provide such legal, account- ing and insurance counseling services as may be required for the project. Page 1 Mead & Hunt SECTION 4 - PAYMENTS TO CONSULTANT 4.1 Payment for Services. In exchange for the referenced services, CLIENT shall pay CONSULTANT as set forth in Attachment B, Payment for Services and Expenses of CONSULTANT, attached hereto and incorporated herein by reference. 4.2 Times of Payments. CONSULTANT will bill the CLIENT monthly, according to the payment method set forth in the Agreement, with net payment due in thirty (30) days. Past due balances shall be subject to an interest charge at a rate of 1-1/2% per month. SECTION 5 - MISCELLANEOUS 5.1 Confidential Information. As used in this Agreement, the term "Confidential Information" means (1) proprietary information of CONSULTANT and CLIENT; (2) information marked or designated by CONSULTANT or CLIENT as confidential; (3) information, whether or not in written form and whether or not designated as confidential, which is known to CLIENT as being treated by CONSULTANT as -confidential or known to CONSULTANT as being treated by CLIENT as confi- dential. Confidential Information includes, but is not limited to, ideas, specifications, techniques, models, data, programs, documentation, processes, know-how, and financial and technical in- formation. CLIENT and CONSULTANT shall not, during the term of this Agreement or after the termination of this Agreement for a period of five (5) years disclose any Confidential Information to any per- son or entity, or use any Confidential Information to any person or entity, or use any Confidential Information for the benefit of CLIENT or CONSULTANT, as the case may be, or any other person or entity, except with the prior written consent of CONSULTANT or CLIENT, as the case may be. 5.2 Termination. Termination of this Agreement by the CLIENT or CONSULTANT shall be effective upon seven (7) days' written notice to the other party. The written notice shall include the rea- sons for termination. CONSULTANT will prepare a final invoice showing all charges incurred through the date of termination; payment is due as stated in paragraph 4,2. If the CLIENT breaches the Agreement or any other agreements entered into between CONSULTANT and the CLIENT or if the CLIENT fails to carry out any of the duties contained in the terms and condi- tions, CONSULTANT may, upon seven (7) days' written notice, suspend services without further obligation or liability to the CLIENT unless, within such seven (7) day period, the CLIENT reme- dies such violation to the reasonable satisfaction of CONSULTANT. Page 2 Mead & Hunt 5.3 CONSULTANT will maintain insurance coverage for: Worker's Compensation, General Liability, Automobile Liability, Aviation Liability, and Professional Liability. CONSULTANT will provide in- formation as to specific limits upon written request. If the CLIENT requires coverages or limits in addition to those in effect as of the date of the agreement, premiums for additional insurance shall be paid by the CLIENT. The liability of CONSULTANT to the CLIENT for any indemnity commitments or for any damage arising in any way out of performance of this Agreement is lim- ited to the a period of twelve months from the date of the last bill from CONSULTANT to the CLIENT, whether paid or not paid by the CLIENT; such liability is limited to the amount of the fees paid by the CLIENT to CONSULTANT for performance under this agreement. 5.4 Use of any documents and/or professional services pertaining to this project by the CLI ENT or extensions of this project or on any other proiect shall be at the CLI ENT's sole risk, unless au- thorized in writing by the CONSULTANT. The CLIENT agrees to defend, indemnify, and hold harmless CONSULTANT from all claims, damages, liabilities, losses and expenses including at- torneys' fees and costs arising out of such reuse of the documents and/or professional services by the CLIENT or by others acting with the consent of the CLIENT whether or not such claim for this reuse of documents and/or professional services arises out of and/or have been caused in whole or in part by the negligence on the part of CONSULTANT. 5.5 CONSULTANT will provide professional services in accordance with generally accepted air transportation consulting services. CONSULTANT disclaims all warranties and guarantees, ex- press or implied. The parties agree that this is an Agreement for services and is not subject to any Uniform Commercial Code. Similarly, CONSULTANT will not accept those terms and condi- tions offered by the CLIENT in its purchase order, requisition, or notice of authorization to pro- ceed, except as set forth herein or expressly agreed to in writing. Written acknowledgement of receipt, or the actual performance of services subsequent to receipt of such purchase order, requisition, or notice of authorization to proceed is specifically deemed not to constitute accep- tance of any terms or conditions contrary to those set forth herein. 5.6 If the CLIENT is a municipality or state authority, the CLIENT agrees to indemnify and hold harm- less CONSULTANT for all claims arising out of or related in any way to acts done by CONSULTANT in the exercise of legislative or quasi -legislative functions. In the event CONSULTANT shall be made a party to any suit or litigation on account of any injury or damage to person, life, or property as a result of such acts done by CONSULTANT in the exercise of leg- islative or quasi -legislative functions, the CLIENT shall, at CLIENT'S sole expense, defend such actions on behalf of CONSULTANT, including claims and causes of action at common law, aris- ing under any statute, or arising out of any governmental demand or request, and if judgment shall be obtained or claim allowed in any proceedings against CONSULTANT, the CLIENT shall pay and satisfy such judgment or claim in full. 5.7 CONSULTANT is not liable, in contract or tort or otherwise, for any special, indirect, consequen- tial, or liquidated damaged including specifically, but without limitation, loss of profit or revenue, loss of capital, delay damages, loss of goodwill, claim of third parties, or similar damages. Page 3 Mead & Hunt 5.8 This Agreement cannot be changed or terminated orally. No waiver of compliance with any pro- vision or condition hereof should be effective unless agreed in writing duly executed by the waiv- ing party. 5.9 This Agreement contains the entire understanding between the parties on the subject matter hereof and no representations, inducements, promises or agreements not embodied herein (unless agreed in writing duly executed) shall be of any force or effect, and this agreement su- persedes any other prior understanding entered into between the parties on the subject matter hereof. 5.10 This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington. SECTION 6 - SPECIAL PROVISIONS, EXHIBITS AND SCHEDULES 6.1 Attachments. This Agreement includes the following attachments attached hereto and incorpo- rated herein by this reference: Attachment A— Scope of Services Attachment B — Payment for Services and Expenses Attachment C — Standard Billing Rate Schedule IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written. CLIENT By: ayFor 4J,1/iLk w(ee%r— Airport Sect rel CLQ, rLc*,v CONSULTANT By: riff) L�� Mike Boggs • Vice President Page 4 Mead & Hunt Attachment A SCOPE OF SERVICES CONSULTANT shall perform the following services: 1. Airline Travel Bank® (ATB) The ATB program is divided into three parts: the ATB organization meeting, ATB program meetings, and ATB funding and contracts. Each element is discussed below: ATB organization meeting The first step in creating an ATB is to hold an ATB Organization Meeting. The purpose of this meeting is to review with all Stakeholders the ATB program including responsibilities, process, contracts, tasks, banking arrangement, and schedules. The goal is to ensure that everyone involved understands the ATB process and to prepare for subsequent ATB program meetings. A member of CONSULTANT's staff will present the ATB program via conference call, and CONSULTANT will prepare all associated support ma- terials. ATB program meetings The core of the ATB commitment process is the small -group meetings. At the beginning of this phase of the program, CONSULTANT, along with local representatives, will hold four meetings per day for two days with 10 to 25 members of the local community attending each meeting. The purpose of these meet- ings is to explain and educate the community about the service and the ATB. Meeting participants will be given ATB commitment forms at the end of each meeting. CONSULTANT will prepare the presentation materials and provide handouts and forms. A member of CONSULTANT's staff will make ATB presentations and assist CLIENT with the process for the first two days of meetings. Small -group meetings will continue until the ATB goals are reached with members of the local ATB team handling subsequent small -group meetings. ATB funding and contracts The third and final part of the ATB program takes place when the ATB is actually funded by the commu- nity. As soon as CLIENT reaches its goal of $500,000, several things must happen: • Execution of ATB Manager (Chamber of Commerce) —Airline Agreement • Execution of ATB Manager — ATB Partner Agreements • Execution of Deposit Agreement between the Bank and the ATB Manager • Deposit of funds • Application for ATB credit cards • Issuance of ATB credit cards to ATB Partners CONSULTANT will provide sample agreements for use with Delta Air Lines and ATB Partners and will assist the community with the negotiation and coordination of the Airline Agreement. CONSULTANT will assist CLIENT's attorney with tailoring these agreements for the Yakima program. Additionally, Page 5 Mead & Hunt Attachment A CONSULTANT has a banking and credit card arrangement with Columbus Bank & Trust Company asso- ciated with the deposit of ATB funds and issuance of restricted credit cards. The ATB program is com- plete when the related contracts are in place, ATB funds are in the bank, and credit cards have been is- sued to the ATB partners. Deliverables The output of this effort will be an ATB program for Delta Air Lines' service (Yakima -Salt Lake City). Project schedule The ATB process will start in March 2007. 2. Additional Services Additional services provided by CONSULTANT not described above or in other supporting documenta- tion will be accommodated with a separate task order or billed in accordance with Attachment C, Stan- dard Billing Rates, attached hereto and incorporated herein by reference. Page 6 Mead & Hunt Attachment B PAYMENT FOR SERVICES AND EXPENSES In exchange for the referenced services, CLIENT shall pay CONSULTANT as set forth below: 1. Airline Travel Bank® (ATB) Project Fees: CONSULTANT will be compensated on a time -and -materials basis in accordance with At- tachment C, Standard Billing Rates. ATB organization meeting Meeting preparation $2,175 Meeting (via conference call) $545 Subtotal $2,720 ATB program meetings Meeting preparation $4,465 Meeting $3,550 Coordination/assistance $1,775 Travel expenses (estimated)1 $1,230 Subtotal $11,020 ATB funding and contracts Coordination $8,400 Subtotal $8,400 Total (estimate) $22,140 1 Mead & Hunt will invoice for related travel expenses (air transportation, meals, and miscellaneous) at cost plus a 10% administrative fee. 2 Bank related fees associated with the ATB program have not been included. 2. Additional services Project Fees: Mead & Hunt will be compensated on a time and materials basis according to Attachment C, Standard Billings Rates, or via a separate task order. Page 7 Mead & Hunt Attachment C STANDARD BILLING RATE SCHEDULE In exchange for the referenced services, CLIENT shall pay CONSULTANT as set forth below for tasks billed on a time -and -materials basis and is subject to annual adjustments: Standard Billing Rates Clerical Accounting/Adnniniotn��aAoaiatant Technical Editor A | U -- — - Senior -- - Senior ------Associate Expenses Company Personal Car Mileage Air and Surface Transportation Lodging and Subsistence Out -of -Pocket Direct Job Expenses Color Copies $G3.00/hour $G3.00/hour $73.00/hour ,s$Q2�U8/hour^ + _ - -^ � 124.OD/hour - -- _- $OGO/mile Cost Plus 10% Cost plus 10% Cost plus 1O9& $O.S3/copy Page 8 Mead & Hunt ITEM TITLE: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. /nA For meeting of: April 17, 2007 Consideration of a Resolution acknowledging the Professional Services Contract that was executed by the Yakima Air Terminal and Mead & Hunt, Inc., for the provision of Aviation Business Services relating to creating an airline travel bank, and authorizing the expenditure of funds toward the City's equal share of the cost of said Contract. SUBMITTED BY: Cindy Epperson, Finance and Budget Department William R. Cook, Director, Community and Economic Development CONTACT PERSON/TELEPHONE: Cindy Epperson, Financial Services Manager/576-6644 SUMMARY EXPLANATION: Delta Airlines has made an offer to the Yakima Air Terminal (YAT) Board to provide air transportation services to the YAT. In order to initiate Delta Airlines service to Yakima, the YAT must generate a pre -paid "airline travel bank" in the amount of $500,000 in funds dedicated to the purchase of airline tickets for use by travel bank participants for future travel on Delta Airlines. In order to fulfill this obligation, YAT has contracted with Mead & Hunt, Inc., a professional air transportation consultant, to provide professional assistance in establishing the airline travel bank. The YAT Board has requested the assistance of the City of Yakima and Yakima County to provide the financial resources necessary to fulfill the contract with Mead & Hunt, Inc. The total value of the contract is $22,140, to be shared equally between the City of Yakima and Yakima County, with the City paying $11,070. Resolution X Ordinance Other (Specify) Contract Mail to (name and address): Phone: Funding Source General Fund Contingency APPROVED FOR SUBMITTAL: (-�� .�""ZJ--e,., q City Manager STAFF RECOMMENDATION: Adopt resolution. BOARD/COMMISSION RECOMMENDATION: The Council Community and Economic Development Committee recommended approval of the Resolution at their April 4 meeting. COUNCIL ACTION: