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HomeMy WebLinkAbout183004 SABRE INC - CONTRACT - AGREEMENT MISC - SABRE INCSERVICES CONTRACT This Contract is entered into this Z day of S 2010 by and between the City of Loveland, Colorado and City of Fort Iffollins, Colorado (Loveland and Fort Collins collectively referred to as "City") and Sabre Inc. ("Consultant"). Whereas, the parties desire to contract with one another to complete the followin project: Consulting Services to Support Air Service Development at the Fort Collins: -:,Loveland Airport. Now, therefore, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. Services. The Consultant shall perform the services set forth in Exhibit A, attached hereto and incorporated herein by reference ("Services"). The Consultant represents that it has the authority, capacity, experience, and expertise to perform the Services in compliance with the provisions of this Contract and all applicable laws. The City reserves the right to remove any of the Services from Exhibit A upon written notice to Consultant. In the event of any conflict between this Contract and Exhibit A, the provisions of this Contract shall prevail. 2. Price. The City shall pay the Consultant a sum not to exceed $25,000. The City shall make payment within thirty days of receipt and approval of monthly invoices, which shall identify the specific Services performed for which payment is requested. 3. Term. This Contract shall be effective from the date first written above through June 30, 2011. This Contract maybe extended or renewed by written agreement of the parties. 4. Appropriation. To the extent this Contract constitutes a multiple fiscal year debt or financial obligation of the City; it shall be subject to annual appropriation pursuant to their respective Charters and Article X, Section.20 of the Colorado Constitution. The City shall have no obligation to continue this Contract in any fiscal year in which no such appropriation is made. 5. Independent Consultant. The parties agree that the Consultant is an independent contractor and is not an employee of the City. The Consultant is not entitled to workers' compensation benefits from the City and is obli_gated to pay federal and state income tax on any money earned pursuant to this Contract. 6. Insurance Requirements. a. Policies. The Consultant and its subcontractors, if -any, shall procure and keep in force during the duration of this Contract the following insurance policies and shall provide the City with a certificate of insurance evidencing upon execution of this Contract: Page I of 6 Form Revised 2/26/2010 (i) Comprehensive general liability insurance insuring the Consultant and naming the City as an additional insured with minimum combined single limits of $1,000,000 each occurrence and $1,000,000 aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. (ii) Comprehensive automobile liability insurance insuring the Consultant and naming the City as an additional insured against any liability for personal injury, bodily injury, or death arising out of the use of motor vehicles and covering operations on or off the site of all motor vehicles controlled by the Consultant which are used in connection with this Contract, whether the motor vehicles are owned, non -owned, or hired, with a combined single limit of at least $1,000,000. (iii) Professional liability insurance insuring the Consultant against any professional liability with a limit of at least $1,000,000 per claim and annual aggregate. (Note: this policy shall only be required if the Consultant is an architect, engineer, surveyor, appraiser, physician, attorney, accountant, or other licensed professional.) (iv) Workers' compensation insurance and all other insurance required by any applicable law. (Note: if under Colorado law the Consultant is not required to carry workers' compensation insurance, the Consultant shall execute a Certificate of Exemption and Waiver, attached hereto as Exhibit B and incorporated herein by reference.) b. Requirements. Required insurance policies shall be with companies qualified to do business in Colorado with a general policyholder's financial rating acceptable to the City. Said policies shall not be cancelable or subject to reduction in coverage limits or other modification except after thirty days prior written notice to the City. The Consultant shall identify whether the type of coverage is "occurrence" or "claims made." If the type of coverage is "claims made," which at renewal the Consultant changes to "occurrence," the Consultant shall carry a six-month tail. Comprehensive general and automobile policies shall be for the mutual and joint benefit and protection of the Consultant and the City. Such policies shall provide that the City, although named as an additional insured, shall nevertheless be entitled to recover under said policies for any loss occasioned to it, its officers, employees, and agents by reason of negligence of the Consultant, its officers, employees, agents, subcontractors, or business invitees. Such policies shall be written as primary policies not contributing to and not in excess of coverage the City may carry. f- 7. Indemnification. The Consultant agrees to indemnify and hold harmless the City, its officers, employees, and agents from and against all liability, claims, and demands on account Page 2 of 6 Form Revised 2/26/2010 of any injury, loss, or damage arising out of or connected with the Services, if such injury, loss, or damage, or any portion thereof, is caused by, or claimed to be caused by, the act, omission, or other fault of the Consultant or any subcontractor of the Consultant, or any officer, employee, or agent of the Consultant or any subcontractor, or any other person for whom the Consultant is responsible. The Consultant shall investigate, handle, respond to, and defend against any such liability, claims, and demands, and shall bear all other costs and expenses related thereto, including court costs and attorneys' fees. The Consultant's indemnification obligation shall not be construed to extend to any injury, loss, or damage to the extent caused by the act, omission, or other fault of the City. This paragraph shall survive the termination or expiration this Contract. 8. Governmental Immunity Act. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101 et seq. 9. Compliance with Applicable Laws. a. Generally. The Consultant shall comply with all applicable federal, state, and local laws, including the ordinances, resolutions, rules, and regulations of the City. The Consultant shall solely be responsible for payment of all applicable taxes and for obtaining and keeping in force all applicable permits and approvals. b. C.R.S. § 8-17.5-101. The Consultant hereby certifies that, as of the date of this Contract, it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and that the Consultant will participate in the e-verify program or Colorado Department of Labor and Employment ("Department") program as defined in C.R.S. § 8-17.5-101 in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under this Contract. The Consultant shall not knowingly employ or contract with an illegal alien to perform works under this Contract or enter into a contract with a subcontractor that fails to certify to the Consultant that the subcontractor shall not knowingly employ or contract with an illegal alied to perform work under this Contract. The Consultant certifies that it has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in either the e- verify program or the department program. The Consultant is prohibited from using either the e-verify program or the department program procedures to undertake pre- employment screening of job applicants while this Contract is being performed. If the Consultant obtains actual knowledge that a subcontractor performing work under this Contract knowingly employs or contracts with an illegal alien, the Consultant shall be required to: (i) notify the subcontractor and City within three days that Consultant has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this subparagraph the subcontractor does not stop employing or contracting with the illegal alien; except that Consultant shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted Page 3 of 6 Form Revised 2/26/2010 with an illegal alien. The Consultant shall comply with any reasonable request by the Department made in the course of an investigation that it is undertaking pursuant to the authority established in C.R.S. Article 17.5. If the Consultant violates this paragraph, the City may terminate this .Contract for default in accordance with "Termination." below. If this Contract is so terminated, the Consultant shall be liable for actual and consequential damages to the City. (Note: this paragraph shall not apply to contracts: (i) for Services involving the delivery -of a specific end product (other than reports that are merely incidental to the performance of said work); or (ii). for information technology services and'or products.) C. C.R.S. § 24-76.5-103. If the Consultant is a natural person (i.e., not a corporation, partnership, or other legally -created entity), he/she must complete the affidavit attached hereto as Exhibit C and attach a photocopy of a valid form of identification. If the Consultant states that he/she is an alien lawfully present in the United States, the City will verify his/her lawful presence through the SAVE Program or successor program operated by the U.S. Department of Homeland Security. In the event the City determines that the Consultant is not lawfully present in the United States, the City shall terminate this Contract for default in accordance with "Termination," below. d. Colorado Constitution Article XXVIII.. If and only to the extent this Contract constitutes a "sole source government contract" within the meaning of Article XXVIII of the Colorado Constitution ("Article XXVIII"), then the provisions of Sections 15 through 17 of Article XXVIII ("Amendment 54") are hereby incorporated into this Contract, and the parties hereto shall comply with the provisions of Amendment 54. In such case, for purposes of this Contract, the Consultant shall constitute a "contract holder" for purposes of Amendment 54, as shall any additional persons, officers, directors, or trustees related to the Consultant who qualify as "contract holders" pursuant to the definition set forth in Article XXVIII. In addition, if and only to the extent this Contract constitutes a "sole source government contract," the Consultant hereby certifies that it is not ineligible to hold any "sole source government contract" pursuant to Amendment 54 or any contract thereunder, and the Consultant hereby agrees to notify the City immediately if, at any point during the term of this Contract, the Consultant shall become ineligible to hold any "sole source government contract" pursuant to Amendment 54 or any contract thereunder. If any provision or provisions of Amendment 54 are held to be unconstitutional or otherwise invalid by a court of competent jurisdiction in a non - appealable action, have been repealed retroactively or otherwise do not apply to this Contract, such provision or provisions shall no longer be incorporated into this Contract, and the parties hereto shall have no obligations under such provision or provisions. 10. Termination. a. Without Cause. Either party may terminate this Contract without cause upon thirty days prior written notice to the other. The City shall be liable to pay the Consultant for Services performed as of the effective date of termination, but shall not be liable to the Consultant for anticipated profits. Page 4 of 6 Form Revised 2/26/2010 b. For Default. Each and every term and condition hereof shall be deemed to be a material element of this Contract. In the event either party fails to perform according to the terms of this Contract, such party may be declared in default. If the defaulting party does not cure said breach within ten days of written notice thereof, the non -defaulting party may terminate this Contract immediately upon written notice of termination to the other. In the event of such termination by the City, 'the City shall be liable to pay the Consultant for Services performed as of the effective date of termination, but shall not be liable to Consultant for anticipated profits; provided, however, that the Consultant shall not be relieved of liability to the City for any damages sustained by the City by virtue of any default under.this Contract, and the City may withhold payment to the Consultant for the purposes of setoff until such time as the exact amount of damages is determined. 11. Notices. Written notices shall be directed as follows and shall be deemed received when hand -delivered or emailed, or three days after being sent by certified mail, return receipt requested: To the Citv: Keith Reester, Public Works Director City of Loveland 4900 Earhart Road Loveland, CO 80537 Email: reestk@ci.loveland.co.us 12. Special Provisions. None To the Consultant: Bruce Tarlestsky Sabre Inc. 2600 South 74t" Street Lincoln, NE 68506 Email: bruce.tarletsky@sabre.com 13. Miscellaneous. This Contract contains the entire agreement of the parties relating to the subject matter hereof and, except as provided herein, may not be modified or amended except by written agreement of the parties. In the event a court of competent jurisdiction holds any provision of this Contract invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Contract. The Consultant shall not assign this Contract without the City's prior written consent. This Contract shall be governed by the laws of the State'of Colorado, and venue shall be in the County of Larimer, State of Colorado. 14. Electronic Signature. This Contract may be executed by electronic signature in accordance with C.R.S 24-71.3-101 et seq. Signed by the parties on the date written above. Page 5 of 6 Form Revised 2/26/2010 City of Loveland, Colorado By: Title: APPROVED AS TO FORM: Assistant City Attorney City of Fort Collins, Colorado Title: Po 2 e H as Ci erg®R� APP U O FORMM: Assi t Ci Attornev Consultant: Sa re Inc. �- By: Title:�L�'-i�� STATE OF�,i)sSiY—) ) ss. COUNTY OF The foregoing instrument was acknowledged before me this 2-9 day of 2010 by y 111 .�lc' r% i (Insert name of individual signing on behalf of the Consultant) ti(LnWC,-`u'kx,) Notary's official signature SEAL NMCYA HWIM 1-3� - u�i NOTARY PUBW-MINNESOTA Commission expiration date MYMWS&%�s terns Page 6 of 6 Form Revised 2/26/2010 EXHIBIT A — SERVICES See "2010-2011 Air Service[Marketing Work Order," attached hereto and incorporated herein by reference. 2010-2011 Air Service/ Marketing Work Order Description of Services/Statement of Work — Sabre will provide Customer consulting services to support air service development at Fort Collins/Loveland Airport. Deliverables (not limited to) — • Provide Marketing/Air Service Development and Communications consulting services for FNL. . • Serve as the Air Service Development/Communications liaison with all airlines and FNL. • Miscellaneous data pulls and analyses_ as requested. • Advise and attend meetings of the Fort Collins/Loveland Airport Authority Air Service Task Force & Airport Authority Board when requested. • Coordinate and assist in the maintaining of current air service and work towards the continued development of new and improved air service. • Identify possible new service opportunities. • Selection of specific routes/schedules for target carriers. • Carrier cost and route economic projections for target routes selected. • Breakeven sensitivities and summary. • Sabre presentation of air service package at carrier headquarters. • All exhibits will be accompanied by observation and commentary, and will be coordinated with the Fort Collins/Loveland Airport Authority's standards and supporting information. Services Fees— Sabre will provide Client with a "Pool of hours" to draw from for the stated deliverables. The pool of hours will be set at 100 at agate of $250 per hour The client may use these hours for any of the above deliverables or any other Sabre Air Service Development and related Air Service Marketing Support Services, and Sabre will charge the Client only for the time taken to provide the requested support to the Airport Authority. A total estimate of each request by the Fort Collins/Loveland Airport Authority draw on the pool of hours will be provided by Sabre before commencing on a given request. 3. Payment will be due according to the terms of the Agreement. Sabre will invoice Client for fees associated with any "Pool of Hours" requests on a monthly basis In addition to professional fees, Sabre will invoice Client and Client will pay for expenses associated with travel and accommodations. These will include: • Air transportation • Ground transportation expenses while on -site and during transit • Actual expenses for lodging, meals, and incidentals 4. Project Schedule — Project(s) will commence following execution and approval of this Agreement by the Client. It is expected to be completed on or about June 30, 2011. Timely access to Client management and data will be essential for successful project completion. Schedules may be impacted in the event that such resources or data are not readily available to Sabre Airline Solutions. Sabre Airline Solutions shall endeavor to complete the Services within the period set forth in the project plan. The ability of Sabre to complete the required work will be contingent upon the co-operation of Client management and staff throughout the processes of planning and implementation. Any additional work caused by either changes to the project scope or by delays beyond the control of Sabre will be charged to Client on a time and material basis. 5. Project Management/Project Communication — Invoice Address - Bruce Tarletsky Keith Reester Sabre Inc. Fort Collins/Loveland Airport 2600 South 74th Street 4900 Earhart Road Lincoln, NE 68506 Loveland, CO 80538 2 9r27/2010 ACOltO�' �.. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 09/16/2010 PRODUCER Aon Risk Services Southwest, Inc. Dallas Tx Office THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS Ci tyPl ace Center East CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE 2711 North Haskell Avenue COVERAGE AFFORDED BY THE POLICIES BELOW. Suite 800 INSURERS AFFORDING COVERAGE NAIC # Dallas TX 75204 USA PHONE• 866 283-7122 FAX- 847 953-5390 INSURED INSURER A: Illinois National Insurance Co 23817 Sabre, Inc. 3150 Sabre Drive INSURERB: Insurance Company of the State of PA 19429 INSURERC: New Hampshire Ins Co 23841 Southlake TX 76092 USA INSURER D: INS URE•R E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED INSR ADD' LTR INSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS DATE MM/DD/YYYY DATE MM/DD/YYYV B NERALLIABILITY GL7146242 03/15/2010 03/15/2011 EACH OCCURRENCE S1,000,000 DAMAGE TO RENTED S1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE ® OCCUR PREMISESoccurrence) fsf (Any one person) PERSONAL & ADV INJURY S1,000,000 GENERAL AGGREGATE $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPiOPAGG E1,000,000 ❑X POLICY ❑ PRO- ❑ LOC IECT A AUTOMOBILE LIABILITY CA 9727029 03/15/2010 03/15/2011 COMBINED SINGLE LIMIT ANY AUTO (Ea accident) S1,000,000 X ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS ( Per Person) X HIRED AUTOS BODILY INJURY X NON OWNED AUTOS (Per accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO OTHER THAN EA ACC AUTO ONLY: AGG EXCESS / UMBRELLA LIABILITY EACH OCCURRENCE ❑ OCCUR Q CLAIMS MADE AGGREGATE DEDUCTIBLE RETENTION B e A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY wC wc02O342475 wc020342472 03/15/2010 03/15/2010 03/15/2011 03/15/2011 X WC STATU- OTH• R E.L. EACH ACCIDENT S1,000,000 B C ANY PROPRIETOR/PARTNER/EXECUTIVE Lj OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If describe, desce under SPECIAL PROVISIONS below WCO20342473 WCO20342474 03/15/2010 03/15/2010 03/15/2011 03/15/2011 E.L. DISEASE -EA EMPLOYEE S1,000,000 E.L. DISEASE -POLICY LIMIT E1,000,000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS where Required By Contract, Certificate Holder Is Named As An Additional Insured, Except on workers Compensation, As Respects Operations of the Named Insured. O x CERTIFICATE HOLDER CANCELLATION 10C Cities Of Loveland and Fort Collins, CO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 500 E. Third Street DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL Loveland CO 80537 USA 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE 1w _71d' r..7ksdarH � �.- ACORD 25 (2009/01) 01988-2009 ACORD CORPORATION. All rights reserve The ACORD name and logo are registered marks of ACORD.