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HomeMy WebLinkAboutSABRE INC - CONTRACT - AGREEMENT MISC - SABRE INCAIRPORT PROCUREMENT CONTRACT ROUTING FORM All steps in this process are mandatory. Attach completed routing form to contracts and route as indicated below. Initial and date each line as completed. Please allow at least one week for processing. Contract Administrator: Brenda orndorff Project Name: Consulting services to support Air Service Developlment at FNL Project Manager: Bruce Tarletsky Account #: (Small Community Air service Development Grant) 600-23-290-000043450 Project #: None Who should sign? (Circle one) City Manager or Department Director / Other (insert name) Jason Licon Project Manager's Change Order Authority (if contract above $1,000,000): n/a Are State/Federal grant funds being used? ❑ Yes ❑ No Date item was approved by City Council or LUC, if applicable: n/a Balance Available (Less) Contract Amount Remainin4 Balance 1 $241,100 1 $27,000 1 $214,100 1 Initial I rlatp Contract Administrator Complete section above. Prepare four original contracts and send to contractor for completion. Inform contractor that they should not date the contracts. Check vendor list on the iSeries system. If contractor is not listed, send a W-9 form and letter to be completed by contractor and returned with the completed contracts. Upon receipt of the executed contracts, ensure completion (notarization, appropriate exhibits, certificate of insurance attached to EACH original contract, etc.), and route as indicated below. Send originals with quote/bid/sole source documentation to the Purchasing Office. Purchasing Office ( rl \y 1 erify accuracy of account and project numbers. Verify that adequate funds have been a ro riated. Verify that all purchasing policies have been followed and documented. Check Excluded Parties List System. (www.epls.gov) dd contract to City Clerk's Routing Checklist. Send originals to Risk Management. Risk Management [Verify accuracy of certificate of insurance. Return to Airport. Send to City Attorney's Office. Airport Send originals to City of Fort Collins, then City of Loveland for signatures including City ttorneys, City Managers or Department Director, and City Clerk's Offices. City Clerks to retain original fully executed originals for files upon completion. City Manager Office or Department Director / Other See above under "Airport" Cit C rk Office See above under "Airport" Contrac dm stirator Ensure that both Fort Collins and Loveland City Clerk's have retained one original agreement for files. Return one fully executed original to the contractor. Place one photocopy in the Department's project file. Send one photocopy to the Purchasing Office. Purchasing Office Produce a purchase order. Place a photocopy of the contract in the project file. If Federal/State grant funds are being used, provide copies of the purchase order and contract to Accounting. If you have any questions, please contact the Purchasing Office at 962-2696. Thank you. EXHIBIT B — CERTIFICATE OF EXEMPTION AND WAIVER DIRECTIONS 1 ✓Nlff the'Contractor is NO 4'f6qutred�under Colorado law to'c y o�rkers4 cotnpensattont ,m a+r insurance and DOES NOT'carry iti this exhibit MUST beYcompleted and attached to they wK Contract rE ✓ If the Contraclj tor IDS regmr�edtunder4colorrado law,to carry workers compensation, insurance and DOES ca its this exhibd IS NOT* °? ny REQUIRED andamay be discarded. w fit 3';'+�"d wsy M1 ✓Lt'. The Contractor certifies to the City that it is not required to carry workers' compensation insurance under the Colorado Workers' Compensation Act. The Contractor acknowledges that it will be engaging in activities that may expose it to risk of bodily injury. The Contractor affirms that it is physically capable of performing the activities and that. all necessary precautions to prevent injury to the Contractor and others will be taken. The Contractor shall not hold the City liable for any injuries that may arise during or resulting from the work performed under the Contract, and the Contractor shall defend, indemnify, and hold harmless the City from all such claims. STATE OF COUNTY OF The foregoing instruml 20 & by (Insert name SEAL wss'' � "•k. JENNIFEH L gRBY MY COMMISSION EXPIRES ?: • 5, 2014 A. Contractor By: Title: Y sop 0 ss. this(2day of_ on behalf of the Contractor) No y's of i is signatur s/ Commis ion expi ation date before me SERVICES CONTRACT J� This Contract is entered into this day of 120 0 , by and between`the City of Loveland, Colorado and City of Fort Collins, Colorado (collectively "City") and Sabre Inc. ("Contractor"). Whereas, the parties desire to contract with one another to complete the following 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 Contractor shall perform the services set forth in Exhibit A, attached hereto and incorporated herein by reference ("Services"). The Contractor represents that it has the authority, capacity, experience, and expertise to perform the Services in compliance withtheprovisions 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 Contractor. 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 Contractor a sum not to exceed $27,000. 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 April 12, 2012 through April 30, 2013. This Contract may be 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 the City of Loveland Municipal Charter Section 11-6 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 Contractor. The parties agree that the Contractor is an independent contractor and is not an employee of the City. The Contractor is not entitled to workers' compensation benefits from the Citv and is obligated to pav federal and state income tax on any monev earned pursuant to this Contract. 6. Insurance Requirements. a. Policies. The Contractor 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 1 of 6 Form Revised 08/05/2011 (i) Comprehensive general liability insurance insuring the Contractor 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 Contractor 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 Contractor 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 Contractor 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 Contractor is an architect, engineer, surveyor, appraiser, physician,. attorney, accountant, or other licensed professional.) (iv)- Workers' compensation insurance and all other insurance required by any applicablelaw. (Note: if under Colorado law the Contractor is not - - required to carry workers' compensation insurance, the Contractor 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 brior written notice to the City. The Contractor shall identify whether the type of coverage is "occurrence" or "claims made." If the type of coverage is "claims made," which at renewal the Contractor changes to "occurrence," the Contractor shall carry a six-month tail. Comprehensive general and automobile policies shall be for the mutual and joint benefit and protection of the Contractor 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 Contractor, 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. 7. Indemnification. The Contractor 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 08/05/2011 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 Contractor or any subcontractor of the Contractor, or any officer, employee, or agent of the Contractor or any subcontractor, or any other person for whom the Contractor is responsible. The Contractor 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 Contractor'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 of 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 notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the — Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law. 9. Compliance with Applicable Laws. a. Generally. The Contractor shall comply with all applicable federal, state, and local laws, including the ordinances, resolutions, rules, and regulations of the City. The Contractor 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. Article 17.5, Title 8. The Contractor 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 Contractor 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 Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. The Contractor 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 Contractor 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 Contractor obtains actual knowledge that a subcontractor performing work under this Contract knowingly employs or contracts with an illegal alien, the Contractor shall be required to: (i) notify the subcontractor and City within three days that Contractor 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 Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides Page 3 of 6 Form Revised 08/05/2011 information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. The Contractor 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, Title 8. If the Contractor violates this paragraph, the City may terminate this Contract for default in accordance with "Termination," below. If this Contract is so terminated, the Contractor 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. S 24-76.5-103. If the Contractor 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 Contractor 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 Contractor is not lawfully present in the United States, the City shall terminate this Contract for default in accordance with "Termination," below. 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 Contractor for Services performed as of the effective date of termination, but shall not be liable to the Contractor for anticipated profits. 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. 1n the event -of such termination by the City, the City shall be liable to pay the Contractor for Services performed as of the effective date of termination, but shall not be liable to Contractor for anticipated profits; provided, however, that the Contractor 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 Contractor 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: Page 4 of 6 Form Revised 08/05/2011 To the City: Jason R. Licon City of Loveland 4900 Earhart Road Loveland, CO 80537 Email: liconj@ci.loveland.co.us 12. Special Provisions. None. To the Contractor: Bruce Tarletsky Sabre Inc. 2600 South 74th Street Lincoln, NE 68506 Email: bruce.tarletsky@sabre.com 13. Time of the Essence. Time is of the essence in perfonnance of the Services and is a significant and material term of this Contract. - - - — --- --14:-.-- 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 Contractor 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. 15. 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. SEAL, AA lEST- ,,.. IL d City Clerk APPROVED AS TO FORM: Assist�Attorney City of Loveland, Colorado By.�/li�L Title: Page 5 of 6 Form Revised 08/05/2011 ATTEST: khV-&Wt- City Clerk APP ED AS FORM: Assista% City Attome City of Fort Collins, Colorado By:CJ Title: Contr, Title: STATE OF ) COUNTY OF 11�4� j ss. Theforegoinginstrument 20 � ` by (Insert name of SEAL @LNM?,` JENNIFER L K y MY COMMISSION EXPIRES May5,2014 before me this(��y of s"gmng on behalf of the Contractor) Page 6 of 6 Form Revised 08/05/2011 EXHIBIT A — SERVICES See "2012 Air Service/Marketing Work Order," attached hereto and incorporated herein by reference. Objective: Exhibit A — 2012 Air Service\Marketing Work Order Sabre will provide Customer with consulting services to support air service development at the Loveland/Fort Collins Municipal Airport. I. Deliverable: (Not limited to) • Continued development and management of Wingless Flight Initiative as directed by client • 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 Steering Commitee Air Service Task Force & Airport Steering Committee 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. 2. Fees & Payment Schedule: Consulting fees for the 2012 consulting agreement is capped at 27,000. Any addition funding request must be requested and approved by the client. Services Fees - Client will be invoiced as follows: Hourly Consulting fees for the term of this agreement will be a blended rate of $265 per hour for each pre -approved deliverable as requested by client. Sabre will provide client with an estimated budget for approval by client before proceeding with requested deliverable. FNL will be invoiced at the completion of an assigned deliverable. 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 3. Project Schedule — Project is expected to be completed no later than April 30,2013. This work order will commence following execution of this Agreement. 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 Consulting. 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. 4. Project Communication Sabre Inc. Contact: Bruce Tarletsky Telephone: 402-617-3345 E-mail: bruce.tarletsky@ sabre.com LOveland7FOrt Collins Municipal Airport Contact: Jason Licon Telephone:(970)962-2852 Email : liconj@ci.loveland.co.us Please print and sign two copies of the Agreement. The two complete originals can be faxed to 682-605-7801. Originals need to be sent by express delivery (FEDEX or other) to Nancy Halpin at Sabre Inc.9695 Tree Farm Road, Eden Prairie, MN 55347. Sabre will return an original of the document after it has been signed.