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HomeMy WebLinkAboutR-2014-102 Air Service Development Agreement with Airplanners, LLC. (replaces earlier agreement) RESOLUTION NO. R- 2014 -102 A RESOLUTION authorizing the City manager to execute an agreement between Airplanners, LLC and City of Yakima for air service development and consulting services for Yakima Air Terminal, superseding and replacing original agreement executed January 22, 2013 approved pursuant to Resolution No. 2013 -010. WHEREAS, the City of Yakima (City) owns and operates a municipal airport providing local and commercial air service within south central Washington, WHEREAS, the City desires to promote and expand air service for the Yakima Air Terminal, and desires to retain a qualified firm to provide air service development and consulting services, with a priority for improved service to Seattle and new services; and WHEREAS, the City had previously entered into an "Agreement for Air Service Development and Consulting Services — Yakima Air Terminal" dated January 22, 2013 and approved pursuant to Resolution No. 2013 -010, with Airplanners, LLC, a Colorado corporation, issued pursuant to City RFP No. 11226 -P; WHEREAS, the city and Airplanners, LLC have negotiated a new Agreement which, upon approval and execution, will supersede and replace the original Agreement dated January 22, 2013; and WHEREAS, the City Council finds and determines that approval of such new Agreement is in the best interests of residents of the City of Yakima and will promote the general health, safety and welfare; therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute and administer the Air Service Development and Consulting Services Agreement with Airplanners, LLC, a copy of which Agreement is attached hereto as Exhibit "A" and incorporated herein by this reference. ADOPTED BY THE CITY COUNCIL this 5 day of August, 2014. VIA:4- ATTEST. _ M ���` Micah awle , Mayor 11 / f+ ' K City Clerk i 2 = � I + a `fi%■ I r1% AGREEMENT FOR AIR SERVICE DEVELOPMENT AND CONSULTING SERVICES — YAKIMA AIR TERMINAL (2014) THIS SERVICE AGREEMENT, hereinafter "Agreement ", is made and entered into by and between the City of Yakima (a Washington State municipal corporation, hereinafter the "City "), and Airplanners, LLC (hereinafter "Contractor"). WHEREAS, City is a municipal corporation of the State of Washington, with City Hall located at 129 North 1 Street, Yakima, Washington 98901; and WHEREAS, Contractor is a limited liability company duly organized and existing under the laws of the State of Colorado, authorized to do business in the State of Washington, with offices in Colorado and mailing address at Box 1134, Avon, Colorado 81620; and WHEREAS, the City operates a public use municipal airport which provides public and commercial airport service from and to south central Washington; and WHEREAS, City desires to retain a qualified provider of development and consulting services to develop, enhance and promote commercial airport services; and WHEREAS, City previously solicited proposals pursuant to Request for Proposal (RFP) No. 11226 - P for Air Service Development and Consulting Services for the Yakima Air Terminal, and subsequently entered into an Agreement for Air Service Development and Consulting Services ( "Original Agreement ") with Contractor, which Agreement was approved pursuant to Resolution No. 2013 -010 on January 15, 2013; and WHEREAS, the parties have negotiated a new Agreement, which Agreement supersedes and replaces the original Agreement as set forth below; and WHEREAS, Contractor has experience and expertise regarding said services, and agrees to perform these services for the City under the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, conditions, promises, and agreements set forth herein, it is agreed by and between the City and the Contractor as follows: 1. Agreement Supersedes and Replaces Original Agreement — Effective Date. Upon the effective date set forth below, this Agreement shall supersede and replace the Original Agreement approved pursuant to Resolution No. 2013 -010 and executed by the parties on January 22, 2013. The effective date shall be the date this Agreement is executed by the last party to sign; provided, that that the Base Monthly Compensation set forth in Section 2 below shall be deemed effective as and from June 1, 2014. 2. Services and Compensation. The Contractor shall provide Air Service Development and Consulting Services for the City and Yakima Air Terminal in accordance with and as described in Airplanner's Response to RFPNo. 11226 -P, hereinafter the "Proposal," which is incorporated herein by this reference, with service priorityIto include improved service to Seattle (the "Proposal "). Compensation for services rendered shall be as set forth below: Base Monthly Compensation: Commencing June 1, 2014, and subject to the bonus increase described in subsection (d) of "Bonuses" below, Contractor shall be paid base monthly Page 1 of 4 compensation of $1,000 per month (not to exceed cumulative $12,000 for the initial term of this Agreement and for each subsequent one -year extension, if any) for air service development and consulting services as set forth in the Proposal. Such services include, but are not limited to, negotiations with airlines to provide expanded air service to and from Yakima, marketing of the Yakima Air Terminal, and development of community airline alliance. Bonuses: In addition to the base monthly compensation, Contractor shall be paid the following bonuses for satisfactory performance of the following: (a) New Service to Portland or Additional Service to Seattle. Contractor shall be paid a $5,000 bonus for securing new service to Portland, Oregon or additional daily air service from the Yakima 'Air Terminal to Seattle. (b) Expansion of Air Service to Major Hub at Salt Lake City, Denver or San Francisco. Contractor shall be paid a bonus of $40,000 upon securing new air service from the Yakima Air Terminal to one of the following major air service hubs: Salt Lake City, Denver or San Francisco. (c) Successful Award of U.S. Department of Transportation Grant. Upon the City's receipt of an award of grant funds from the U.S. Department of Transportation for the benefit of the Yakima Air Terminal and /or air service provided through the Yakima Air Terminal, which grant is awarded through the direct efforts of Contractor, Contractor shall be paid a bonus of $5,000:00. (d) Increase to Base Monthly Compensation. Upon implementation of the expanded air service as described in subsection (b) above, the Base Monthly Compensation shall be increased to $5,000 per month, with total cumulative base compensation for the initial term of this Agreement and any one -year extension of this Agreement shall not to exceed $60,000.00. 3. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by the Contractor to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Contractor as stated herein. 4. Contract Documents. The City of Yakima RFP No. 11226 -P, the Contractor's response (to the extent consistent with the City's documents), and any addenda issued are hereby incorporated herein by this reference. 5. Integration. This written document, inclusive of the contract documents listed above, constitutes the entire agreement between' the parties. No changes or additions to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. 6. Term. The period of this contract shall be for a period of one (1) year from its effective date. The City may, at its option, extend the contract on a year to year basis for up to four (4) additional one -year terms, provided, however, that either party may at any time during the life of this contract, or any extension thereof, terminate this contract by giving thirty (30) days notice in writing to the other party of its intention to cancel. Contract extensions shall be automatic, and shall go into effect without written confirmation, unless the City provides advance notice of the intention to not renew. Page 2 of 4 7. Non Discrimination. During the performance of this Agreement, Contractor shall not discriminate in violation of any applicable federal, state and /or local law or regulation on the basis of race, color, sex, religion, national origin, creed, age, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, political affiliation, or the presence of any sensory, mental or physical handicap, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. 8. The Americans with Disabilities Act. With regard to the services to be performed pursuant to this Agreement, Contractor agrees to comply with the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA) and its implementing regulations, and Washington State's anti - discrimination law as contained in RCW Chapter 49.60 and its implementing regulations. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, state and local government services, and telecommunications. • 9. Termination — Convenience. The City may terminate the Contract in whole or in part whenever the City determines, in its sole discretion that such termination is in the interests of the City. Whenever the Contract is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit Contract prices for completed items of work. An equitable adjustment in the Contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Contract by the City at any time during the term, whether for default or convenience, shall not constitute a breach of Contract by the City. 10. Termination — Default. If the Contractor defaults by failing to perform any of the obligations of the Contract or becomes insolvent or is declared bankrupt or, commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the City may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the Contract, and at the City's option, obtain performance of the work elsewhere. If the Contract is terminated for default, the Contractor shall not be entitled to receive any further payments under the Contract until all work called for has been fully performed. Any extra cost or damage to the City resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the City in completing the work, including all increased costs for completing the work, and all damage sustained, or which may be sustained by the City by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 11. Defense and Indemnity Agreement. The vendor agrees to defend, indemnify and save harmless the City, its appointed and elective officers and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the City, its elected or appointed officials or employees for damages because of personal or bodily injury, including death at any time resulting there from, sustained by any person or persons and on account to damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Vendor, his /her subcontractors, it successor or assigns, or its or their agent, servants, or employees, The City, its appointed or elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the City, its appointed or elected officials or employees. It is further provided that no liability shall attach to the City by reason of entering into this contract, except as expressly provided herein. Page 3 of 4 • 12. Severability. If any term or condition of this contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this contract are declared severable. 13. Survival. Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement. 14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 15. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. :1:M TY By: ToT'Rour e, City Manager ent Myers, Pre - - ing Partner Date: B( Date: ff! cmrcoNTR.cr RESOLUTION NO Page 4 of 4 IF 1 1 : 4 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 5.E. For Meeting of: August 05, 2014 ITEM TITLE: Resolution authorizing the City Manager to execute an agreement between Airplanners, LLC and City of Yakima for air service development and consulting services for Yakima Air Terminal, superseding and replacing original agreement executed January 22, 2013 approved pursuant to Resolution No. 2013 -010 SUBMITTED BY: Sean Hawkins Economic Development Manager 575 -6274 SUMMARY EXPLANATION: The attached agreement between the City of Yakima and Airplanners, LLC is for the next phase of the air service expansion program. The agreement lowers Airplanners monthly retainer from $4,000 to $1,000 per month and includes a bonus schedule for air service expansion milestones. Resolution: X Ordinance: Other (Specify): Contract: Contract Term: Start Date: 06/01/2014 End Date: 06/01/2015 Item Budgeted: Yes Amount: $12,000 Funding Source /Fiscal Impact: Strategic Priority: Economic Development Insurance Required? No Mail to: Phone: APPROVED FOR SUBMITTAL: City Manager 1 RECOMMENDATION: ATTACHMENTS: Description Upload Date Type 0 Airplanners Resolution 7/28/2014 Cover Memo 0 Airplanners Agreement 7/28/2014 Cover Memo